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/raid1/www/Hosts/bankrupt/TCR_Public/060719.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, July 19, 2006, Vol. 10, No. 170 Headlines 7002 FPR: Sells Mixed-Use Building in an Auction on August 9 ABB LUMMUS: Bankr. Ct. Recommends Plan Confirmation to Dist. Ct. ABLE LABORATORIES: Court Confirms Second Amended Chapter 11 Plan ACRO BUSINESS: Hires Fredrikson & Byron as Bankruptcy Counsel AIRNET COMMS: Panel Selects Pachulski Stang as Bankr. Counsel AIRNET COMMS: Creditors' Panel Taps Carlton Fields as Co-Counsel ALLIANCE LAUNDRY: Buys LSG's Laundry Division for EUR59 Million AMERICAN ACHIEVEMENT: Earns $18.6 Million in Quarter Ended May 27 ARR-MAZ CUSTOM: Moody's Rates $52.5 Million Senior Loan at Caa1 ASARCO LLC: Joseph Lapinsky Appointed as President and CEO ASARCO LLC: Tom Yip Appointed as Vice President and CFO ASARCO LLC: McAllister Appointed as Executive Vice President AXM PHARMA: Acquires 51% Interest in Chinese Drug Distributor AXM PHARMA: Moore Stephen to Replaces Lopez Blevins as Accountant BARRINGTON BROADCASTING: Moody's Rates $125 Million Notes at B3 BCBG MAX: Moody's Rates $50 Million Senior Term Loan at B3 BERKLINE/BENCHCRAFT: Moody's Junks Rating on $50 Million Loan BETH ISRAEL: Wants Court Nod on Cole Schotz as Bankruptcy Counsel BETH ISRAEL: Has Until August 24 to File Schedules and Statements BODIES IN MOTION: Section 341(a) Meeting Scheduled on July 25 CALIFORNIA THEATRE: Section 341(a) Meeting Scheduled on August 15 CALPINE CORP: Court Extends Investigation Deadline to Oct. 31 CALPINE CORP: Wants to Sell Dighton Project for $90.1 Million CHATTEM INC: Earns $10.2 Million in Second Fiscal Quarter 2006 CHICAGO HUDSON: Can Sell Assets to Royal Apartments for $12.6 Mil. CHICAGO HUDSON: Court Sets September 1 as Claims Bar Date CHRISTOPHER PEELER: Voluntary Chapter 11 Case Summary COLLINS & AIKMAN: Court Approves Deloitte's Expanded Retention COLLINS & AIKMAN: Excl. Plan-Filing Period Stretched to Sept. 27 DELPHI CORP: Contributes $60 Million to U.S. Pension Plans DELPHI CORP: Provides Update on Status of Shareholder Lawsuits EASY GARDENER: Court Sets August 14 as General Claims Bar Date ECU SILVER: Inks $5 Million Refinancing Deal with IIG Capital EVANS INDUSTRIES: Files Disclosure Statement in Louisiana FALCON AIR: Can Borrow $350,000 from Jetglobal on Interim Basis FASHION SHOP: Section 341(a) Meeting Scheduled for September 7 FASHION SHOP: Taps Seiller Waterman as Bankruptcy Counsel FLEET ENTERPRISES: Posts $28.4MM Net Loss in FY Ended Apr. 30 FOUNDATION COAL: Units Complete $835 Million Senior Secured Loan HERTZ CORP: Parent IPO Prompts S&P to Hold Negative Watch IMC INVESTMENT: Taps Hance Scarborough as Bankruptcy Counsel IMC INVESTMENT: Wants Until Aug. 4 to File Schedules and Statement INSIGNIA SOLUTIONS: Hires George Monk as Chief Financial Officer INTERSTATE BAKERIES: Inks 7th Amendment to JPMorgan DIP Pact J. CREW GROUP: Successful IPO Prompts S&P to Upgrade Ratings JOANN LEVINSON: Case Summary & 15 Largest Unsecured Creditors JOURNAL REGISTER: Earns $12.3 Million in Quarter Ended June 25 KMART CORP: Agrees with Wallace to Stay Proceedings Until Aug. 31 KMART CORP: Says Settlement Pacts with Rudmann, et al. Were Done LOS OSOS: May File for Bankruptcy If Can't Find Funds to Pay Debt MAPCO EXPRESS: Moody's Rates Proposed $50 Million Add-On at B2 MASTERCRAFT INTERIORS: Panel Hires Platzer as Bankruptcy Counsel MASTERCRAFT INTERIORS: Panel Hires Linowes & Blocher as Counsel MAXTOR CORP: Seagate Merger Prompts Moody's to Upgrade Ratings METROMEDIA INTERNATIONAL: Forms New Fixed-Line Unit in Georgia MILLIPORE CORP: Increased Leverage Cues Moody's to Pare Ratings MOBILE TOOL: Chapter 7 Trustee Wants Tuiaki Settlement Approved MUSICLAND HOLDING: Wants Until Oct. 9 to Solicit Plan Acceptances NAKOMA LAND: Ch. 11 Trustee Wants Cases Converted to Chapter 7 NCP MARKETING: Stays in Ch. 11 Despite Creditors' Conversion Plea NEW RIVER: Case Summary & 19 Largest Unsecured Creditors NTL INC: Finalizes Telewest Global & Virgin Mobile Deals Funding OCA INC: N.C. Regulator Wants N.C. Unit Lawsuit Continued OMEGA HEALTHCARE: $0.24 Per Share Dividend to be Paid on Aug. 15 ONEIDA LTD: Retains Sole Right to File Plan Until October 15 ORIS AUTOMOTIVE: Sells Certain Assets to Flex-N-Gate for $6.3 Mil. PLYMOUTH RUBBER: Wants to Sell Canton Lot to Napleton for $4.3MM PORTOLA PACKAGING: Equity Deficit Widens to $69.3 Mil. at May 31 PTC ALLIANCE: Pennsylvania Court Confirms Plan of Reorganization SAINT VINCENTS: Amends List of Assumed Staten Island Leases SAINT VINCENTS: Court Approves McKesson License Agreement SANITARY & IMPROVEMENT: Wants Until Sept. 1 to File Chapter 9 Plan SEAGATE TECH: Moody's Lifts $400 Mil. Senior Notes' Rating to Ba1 SMART ONLINE: Raises $250,000 from Common Stock Sale SPECTRUM BRANDS: Discloses Reduced 2006 Earnings Expectations TELEVIDEO INC: Bankruptcy Court Confirms Plan of Reorganization TERRY MANUFACTURING: Chapter 7 Trustee Wins $596,738 Judgment THERMOVIEW INDUSTRIES: Wants Until Aug. 7 to File Chapter 11 Plan TRANSMONTAIGNE INC: Gets Early Termination of HSR Waiting Period TRIBUNE COMPANY: Reports $1.43 Bil. in Revenues for 2nd Qtr. 2006 UNITY VIRGINIA: U.S. Trustee Unable to Form Creditors Committee VARIG S.A.: Creditors Snub Volo's $500 Million Purchase Bid VARIG S.A.: Brazilian Government's Claim Gains Priority Status WERNER LADDER: U.S. Trustee Appoints Official Creditors Committee WERNER LADDER: Committee Taps Winston & Strawn as Bankr. Counsel WINN-DIXIE: Can Retroactively Reject 77 Store Leases WINN-DIXIE: Wants Solicitation & Tabulation Procedures Approved WORLD WIDE: Court Appoints Basil T. Simon as Chapter 11 Trustee XYBERNAUT SOLUTIONS: Court Extends Plan Filing Period to Aug. 4 * FTI Consulting Appoints Two New Senior Managing Directors * Upcoming Meetings, Conferences and Seminars ********* 7002 FPR: Sells Mixed-Use Building in an Auction on August 9 ------------------------------------------------------------ 7002 FPR Corp. will sell its newly renovated mixed-use building for a minimum amount of $150,000, payable to Steinberg Fineo Berger & Fischoff, P.C., the Debtor's attorney. The auction will be held at 11:00 a.m. on Aug. 9, 2006, at Maltz Auctions, 155 Terminal Drive, Plainview in Long Island, New York. The Debtor's property is located at 70-02 Fresh Pond Road, Ridgewood in Queens, New York. The 8680-sq. ft. corner building has four commercial and six residential units. The building can be viewed for inspection on July 24 and July 31, 2006, from 9:00 a.m. to 11:00 a.m., or by appointment. For additional information, contact: David R. Maltz Richard B. Maltz Maltz Auctions 155 Terminal Drive, Plainview Long Island, NY Tel: (516) 349-7022 Fax: (516) 349-0105 http://www.MaltzAuctions.com/ Headquartered in Ridgewood, New York, 7002 FPR Corp. filed for chapter 11 protection on March 8, 2006 (Bankr. E.D.N.Y. Case No. 06-40573). Heath S. Berger, Esq., at Steinberg Fineo Berger & Fischoff, P.C., represents the Debtor. When the Debtor filed for protection against its creditors, its financial condition is listed as $3,512,000 in total assets and $2,319,608 in total debts. ABB LUMMUS: Bankr. Ct. Recommends Plan Confirmation to Dist. Ct. ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the Disclosure Statement explaining ABB Lummus Global Inc.'s Prepackaged Plan of Reorganization. The Honorable Judith K. Fitzgerald has already recommended to the U.S. District Court for the District of Delaware to confirm the Plan. Once confirmed by the District Court, it will put the Debtor's strategy to tackle asbestos claims in place. U.S. bankruptcy laws allow ABB to transfer asbestos-related injury claims away from its balance sheet and into trusts set up in the Chapter 11 process. The endorsed Chapter 11 plan gives ABB two years to decide whether to sell ABB Lummus Global or some of its assets to make the payments or find the money in another way. ABB Lummus Global was slated to be sheltered under the same Chapter 11 plan as Combustion Engineering Inc., ABB's U.S. unit. However, two separate Chapter 11 plans were required, one for each Company, in order to shield parent ABB from claims for personal injury due to asbestos products it once made. The dual Chapter 11 strategy grew out of a deal announced in March 2005 calling for ABB to add more than $200 million to the money set aside for asbestos damages. ABB Lummus Global filed its prearranged bankruptcy petition on April 21, 2006. In a statement, the group said the Lummus Plan of Reorganization is aimed at satisfying current and future claims relating to asbestos. The plan was approved by 96% of claimants in September 2005. The company expects Lummus to complete the Chapter 11 proceedings in the second half of the year. In addition, the Plan of Reorganization for ABB's U.S. subsidiary, Combustion Engineering, became effective on April 1, 2006. ABB has now transferred, in accordance with the plan, the approximately 30 million shares it set aside for the CE Asbestos PI Trust. The Debtor's Prepackaged Plan As reported in the Troubled Company Reporter on May 12, 2006, the Debtor told the Bankruptcy Court that the Plan was developed through extensive discussions among: * the Debtor; * its indirect parent, ABB Ltd.; * Richard B. Schiro, the future claimants' representative for unknown and future holders of the Debtor's Asbestos PI Trust Claims; * an informal committee comprised of representatives of certain claimants with claims against the Debtor and Combustion Engineering; * representatives of certain cancer claimants with claims against Combustion Engineering in Combustion's bankruptcy case; * the Official Committee of Unsecured Creditors appointed in Combustion's bankruptcy proceedings; and * David Austern, the future claimants representative appointed in Combustion's bankruptcy proceedings. Overview of the Plan The Plan addresses the asbestos-related personal injury liabilities of the Debtor and the Asbestos Protected Parties. The Plan provides for the issuance of the Lummus Asbestos PI Channeling Injunction pursuant to Sections 105 and 524(g) of the Bankruptcy Code that will result in the channeling of all asbestos-related personal injury liabilities, to the Lummus Asbestos PI Trust, of Lummus and other Asbestos Protected Parties, including: -- ABB Lummus Global Construction Co., a former affiliate merged with the Debtor on June 28, 2005, and -- ABB Lummus Global International Corporation, a wholly owned subsidiary of the Debtor, Terms of the Plan Under the prepackaged Plan, these claims will be paid in full: * Administrative Expense Claims; * Tax Claims; * Priority Claims; * Secured Claims; * Workers' Compensation Claims; and * General Unsecured Claims. Non-Debtor Affiliate Intercompany Claims will be paid in full subject to the subordination provisions described in the ABB Ltd., and Non-Debtor Affiliate Settlement Agreement. Holders of Equity Interests in the Debtor will retain their interests subject to the pledge and security interest in 51% of the issued and outstanding shares of Capital Stock of the Debtor. The shares will be held by ABB Oil & Gas on the Effective Date to secure the Lummus Note and the guaranty provided by ABB Ltd., ABB Holdings, and ABB Oil & Gas with respect to the Debtor's payment obligation under the Lummus Note. All Lummus Asbestos PI Trust Claims will be subject to the Lummus Asbestos PI Channeling Injunction. Other than Settled Asbestos Claims, all Lummus Asbestos PI Trust Claims will be evaluated, determined, and paid, pursuant to the terms, provision, and procedures of the Lummus Asbestos PI Trust Distribution Procedures. The Lummus Asbestos PI Trust will funded in accordance with the provision of Article 7 of the Plan and the Lummus PI Trust Agreement. A full-text copy of the Debtor's Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization is available for free at http://ResearchArchives.com/t/s?8d6 Headquartered in Houston, Texas, ABB Lummus Global Inc. -- http://www.abb.com/lummus/-- offers advanced process technologies, project management, engineering, procurement and construction-related services for the oil and gas, petroleum refining and petrochemical process industries. The group oversees the construction of process plants and offshore facilities. The company filed for chapter 11 protection on Apr. 21, 2006 (Bankr. D. Del. Case No. 06-10401). Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart Nicholson Graham LLP, represents the Debtor. Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub, LLP, serves as the Debtor's co-counsel. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case. When the Debtor filed for protection from its creditors, it estimated more than $100 million in assets and debts. ABLE LABORATORIES: Court Confirms Second Amended Chapter 11 Plan ---------------------------------------------------------------- The Honorable Raymond T. Lyons of the U.S. Bankruptcy Court for the District of New Jersey confirmed Able Laboratories, Inc.'s Second Amended Chapter 11 Plan on June 13, 2006. Judge Lyons determined that the Plan satisfies the requirements for confirmation set forth in Section 1129(a) of the Bankruptcy Code. Plan Funding As reported in the Troubled Company Reporter on May 16, 2006, the Debtor will fund payments due under its Plan through cash generated from the $23.1 million sale of substantially all of its assets to Sun Pharmaceutical Industries, Inc. The Plan will also be funded from the collection of outstanding account receivables, other miscellaneous assets not sold, and from proceeds from causes of actions. Overview of the Plan The Plan provides for the continuation of the Debtor's business for completion of Food and Drug Administration compliance, assisting other government agencies with inquiries regarding the Debtor, the wind up of affairs and conversion of all of the Debtor's remaining assets to cash and the distribution of the net proceeds to creditors in accordance with the priorities established by the Bankruptcy Code. Treatment of Claims and Interests In excess of 280 proofs of claim were filed in the Debtor's chapter 11 cases totaling approximately $699 million. The Debtor estimates that it will object to approximately 195 claims, in whole or in part, for an aggregate objection amount of approximately $665 million. The estimation of recoveries makes these assumptions: -- the estimated aggregate amount of allowed secured claims against the Debtor is less than $7 million; and -- the estimated aggregate amount of asserted unsecured claims against the Debtor is approximately $699 million. The actual amount of allowed general unsecured claims, as well as the estimated recovery of creditors holding allowed general unsecured claims will largely depend upon the outcome of certain disputed claims, including a disputed class action claim in the asserted amount of $280 million as well as the outcome of litigation with certain former employees of the Debtor. The Debtor says it cannot predict whether all or a portion of the disputed claims will be allowed. In the event all Disputed Claims are allowed, the percentage distribution to holders of Allowed General Unsecured Claims will be substantially diminished. AmerisourceBergen Corp., a secured creditor, will receive, at the Debtor's option, either: (a) full cash payment; (b) net proceeds of the sale of collateral up to the amount of the allowed claim; (c) the collateral securing the allowed claim; (4) another treatment that leaves unaltered the legal, equitable and contractual rights of AmerisourceBergen; or (5) other treatment as the Bankruptcy Court will approve in connection with confirmation of the Debtor's Plan through a "cram down" under Section 1129(b) of the Bankruptcy Code. Holders of general unsecured claims is estimated to recover 27% of their claims. Holders of claims amounting to $500 or less or those who elect to reduce their claims to $500 will be paid in full. Holders of subordinated claims and shareholders will get nothing under the Plan. A copy of the Second Amended Chapter 11 Plan is available for a fee at: http://www.researcharchives.com/bin/download?id=060718041438 About Able Laboratories Headquartered in Cranbury, New Jersey, Able Laboratories, Inc. -- http://www.ablelabs.com/-- develops and manufactures generic pharmaceutical products in tablet, capsule, liquid and suppository dosage forms. The Company filed for chapter 11 protection on July 18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted manufacturing operations and recalled all of its products not meeting FDA regulatory standards. Deborah Piazza, Esq., and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent the Debtor in its restructuring efforts. David H. Stein, Esq., Michael F. Hahn, Esq., and Walter J. Greenhalgh, Esq., Duane Morris LLP, represent the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed $59.5 million in total assets and $9.5 million in total debts. ACRO BUSINESS: Hires Fredrikson & Byron as Bankruptcy Counsel ------------------------------------------------------------- ACRO Business Finance Corp. obtained authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Fredrikson & Byron, P.A., as its bankruptcy counsel. Fredrikson & Byron is expected to: (a) analyze the Debtor's financial situation and render advice and assistance in determining how to proceed, which has included advice, negotiation and preparation of documents for a Chapter 11 filing; (b) assist with preparation of filing of the petition, exhibits, attachments, schedules, statements, and lists, for stay motions, and other documents required by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules or the Court in the course of the Debtor's bankruptcy case; (c) represent the Debtor at the meeting of creditors; (d) negotiate with creditors and other parties in interest; (e) make and respond to motions, applications and other requests for relief on behalf of the Debtor; (f) work with Debtor and other parties to obtain approval of the pre-bankruptcy plan of reorganization or liquidation and disclosure statement; and (g) perform other services requested by the Debtor or services reasonably necessary to represent the Debtor in this case. Clinton E. Cutler, Esq., a shareholder at Fredrikson & Byron tells the Court that the firm will bill the Debtor their customary hour rates. Documents submitted to the Court did not disclose those rates. Mr. Cutler assures the Court that his firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Cutler can be reached at: Clinton E. Cutler, Esq. Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-1425 Tel: (612) 492-7000 Fax: (612) 492-7077 http://www.fredlaw.com/ Headquartered in Minneapolis, Minnesota, Acro Business Finance Corp. provides financial services. The Company filed for chapter 11 protection on July 12, 2006 (Bankr. D. Minn. Case No. 06-41364). Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A., represents the Debtor. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. AIRNET COMMS: Panel Selects Pachulski Stang as Bankr. Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors in AirNet Communications Corp.'s chapter 11 case asks permission from the U. S. Bankruptcy Court for the Middle District of Florida to retain Pachulski Stang Ziehl Young Jones & Weintraub LLP as bankruptcy counsel, nunc pro tunc to June 12, 2006. Pachulski Stang will: a) provide legal advice and assistance to the Committee in its consultation with the Debtor relative to the Debtor's administration of its reorganization; b) represent the Committee at hearings held before the Court and communicate with the Committee regarding the issues raised, as well as the decisions of the Court; c) assist and advise the Committee in its examination and analysis of the conduct of the Debtor's affairs and the reasons for its chapter 11 filing; d) conduct a review and analysis of all applications, motions, orders, statements of operations and schedules filed with the Court by the Debtor or third parties; e) advice the Committee as to their propriety, and, after consultation with the Committee, take appropriate action; e) assist the Committee in preparing applications, motions and orders in support of positions taken by the Committee, as well as prepare witnesses and review documents; f) apprise the Court of the Committee's analysis of the Debtor's operations; g) confer with the accountants and any other professionals retained by the Committee so as to advise the Committee and the Court more fully of the Debtor's operations; h) assist the Committee in its negotiations with the Debtor and other parties-in-interest concerning the terms of any proposed plan of reorganization; i) assist the Committee in its consideration of any plan of reorganization proposed by the Debtor or other parties-in- interest as to whether it is in the best interest of creditors and is feasible; j) assist the Committee with other services as may contribute to the confirmation of a plan of reorganization; k) assist the Committee in evaluating and prosecuting any claims that the Debtor may have against third parties; and l) assist the Committee in the determination of whether to, and if so, how to, sell the assets of the Debtor for the highest and best price. Pachulski Stang's principal attorneys and paralegals designated to represent the Committee and their hourly rates are: Professional Position Rate ------------ -------- ---- Jeffrey N. Pomerantz, Esq. Shareholder $400 Shannon O.C. Nelson, Esq. Paralegal $160 The Firm will be using other attorneys and paraprofessionals during the course of the Debtor's case that it deems appropriate. To the best of the Committee's knowledge, Pachulski Stang and its professionals do not hold any interests adverse to the Debtors and are "disinterested" persons as the term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Melbourne, Florida, AirNet Communications Corporation -- http://www.aircom.com/-- designs, manufactures, and markets wireless infrastructure products and offers infrastructure solutions for commercial GSM customers, and government, defense, homeland security based agencies. The Debtor filed for chapter 11 protection on May 22, 2006 (Bankr. M.D. Fla. Case No. 06-01171). R. Scott Shuker, Esq., at Gronek & Latham, LLP, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $15,701,881 and total debts of $21,615,346. AIRNET COMMS: Creditors' Panel Taps Carlton Fields as Co-Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in AirNet Communications Corp.'s chapter 11 case asks the U. S. Bankruptcy Court for the Middle District of Florida for authority to retain Robert N. Gilbert, Esq., and the law firm of Carlton Fields, P.A., as its bankruptcy co-counsel, nunc pro tunc to June 12, 2006. Mr. Gilbert and Carlton Fields will: a) advise the Committee with respect to its powers and duties with regard to the debtor-in-possession and the estate; b) prepare motions, pleadings, orders, applications and other legal papers and documents necessary to the administration of the Debtor's case on behalf of the Committee; c) protect the interests of the Committee in all matters pending before the Court; d) represent and advise the Committee with regard to negotiations with the Debtor and other parties-in-interest in the preparation of a plan. Mr. Gilbert and Carlton Fields agreed to provide representation to the Committee on a general retainer basis. No details on the compensation terms have been filed with the Court. Mr. Gilbert assures the Court that he and Carlton Fields hold no interests adverse to the estate and are disinterested as that term is defined in Sec. 101(14) of the Bankruptcy Code. Headquartered in Melbourne, Florida, AirNet Communications Corporation -- http://www.aircom.com/-- designs, manufactures, and markets wireless infrastructure products and offers infrastructure solutions for commercial GSM customers, and government, defense, homeland security based agencies. The Debtor filed for chapter 11 protection on May 22, 2006 (Bankr. M.D. Fla. Case No. 06-01171). R. Scott Shuker, Esq., at Gronek & Latham, LLP, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $15,701,881 and total debts of $21,615,346. ALLIANCE LAUNDRY: Buys LSG's Laundry Division for EUR59 Million --------------------------------------------------------------- Alliance Laundry Systems, LLC signed the purchase agreements to acquire substantially all of Laundry System Group NV's Commercial Laundry Division for approximately EUR59 million. LSG's Commercial Laundry Division is headquartered in Wevelgem, Belgium. It markets commercial washer-extractors, tumbler dryers, and ironers worldwide under the Ipso and Cissell brand names and has manufacturing facilities and sales offices in the United States and Belgium. About Laundry Systems Group NV Headquartered in Brussels, Belgium, Laundry Systems Group NV -- http://www.laundry-systems-group.com/-- offers products from stand-alone washer-extractors, dryers, ironers over transportation and handling systems, tunnel washers, separators, feeders, folders to the complete project management for fully-equipped and professionally managed industrial laundries. LSG has operations in 11 countries, serves customers in more than 80 countries and employs some 1300 employees worldwide. About Alliance Laundry Headquartered in Ripon, Wisconsin, Alliance Laundry Systems LLC -- http://www.comlaundry.com/-- manufactures commercial laundry products and provider of services for laundromats, multi-housing laundries and on-premise laundries. Alliance offers a full line of washers and dryers for light commercial and consumer use as well as large frontloading washers, heavy-duty tumble dryers, and finishing equipment for heavy commercial use. Alliance Laundry is an indirect subsidiary of ALH Holding Inc., a Teachers' Private Capital portfolio company. * * * As reported in the Troubled Company Reporter on June 22, 2006 Standard & Poor's Ratings Services affirmed its 'B' rating and its recovery rating of '3' Alliance Laundry Systems LLC's senior secured credit facilities following its proposed $65 million add- on credit facilities. The 'B' bank loan rating remains at the same level as the corporate credit rating. AMERICAN ACHIEVEMENT: Earns $18.6 Million in Quarter Ended May 27 ----------------------------------------------------------------- American Achievement Corporation reported net income of $18.6 million for the three months ended May 27, 2006, compared to net income of $18.2 million earned for the three months ended May 28, 2005. Net sales increased $3.1 million, or 2.2%, to $140.2 million for the three months ended May 27, 2006, from $137.1 million for the three months ended May 28, 2005. At May 27, 2006, American Achievement's balance sheet showed $536.2 million in total assets and $399.8 million in total liabilities. AAC Group Holding Corp, American Achievement's parent, reported net income of $15.8 million for the three months ended May 27, 2006, compared to a $15.6 million net income for the three months ended May 28, 2005. AAC Group's May 27 balance sheet showed total assets of $539.7 million and total liabilities of $506.5 million. A full text copy of American Achievement and AAC Group's quarterly report is available for free at: http://researcharchives.com/t/s?dcc Austin, Texas-based American Achievement Corporation -- http://www.cbi-rings.com/-- is an indirect wholly owned operating subsidiary of AAC Group Holding Corp. American Achievement provides products associated with graduation and important event commemoration, including class rings, yearbooks, graduation products, achievement publications and affinity jewelry through in-school and retail distribution. AAC's brands include: Balfour and ArtCarved, providers of class rings and graduation products; ECI, publisher of Who's Who Among American High School Students(R); Keepsake Fine Jewelry; and Taylor Publishing, publisher of yearbooks. AAC has over 2,000 employees and is majority-owned by Fenway Partners. * * * As reported in the Troubled Company Reporter on June 7, 2006, Standard & Poor's Ratings Services lowered its ratings on American Achievement Corp. and its intermediate holding company AAC Group Holding Corp., including its corporate credit ratings to 'B' from 'B+'. At the same time, Standard & Poor's assigned its 'CCC+' rating to company's ultimate parent American Achievement Group Holding Corp.'s $150 million senior discount notes due 2016, reflecting the structural subordination of the notes to other indebtedness at AAC. As reported in the Troubled Company Reporter on Jun 7, 2006, Moody's Investors Service assigned a Caa2 rating to American Achievement Group Holding Corp.'s proposed $150 million senior unsecured discount notes due 2016. The company's corporate family rating was downgraded to B2 from B1. Moody's also affirmed the company's other debt ratings. The downgrade of the corporate family rating reflected Moody's view that the additional $150 million of debt associated with the proposed discount notes results in consolidated credit metrics that are inconsistent with a B1 ratings profile. ARR-MAZ CUSTOM: Moody's Rates $52.5 Million Senior Loan at Caa1 --------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to Arr-Maz Custom Chemicals, Inc., a B2 rating to its $140 million senior secured first lien credit facilities and a Caa1 rating to its $52.5 million senior secured second lien term loan facility. The ratings were assigned in connection with the financing of the recent purchase of Arr-Maz by certain funds managed by GSO Capital Partners and refinancing of existing Arr-Maz debt. A stable outlook was also assigned. This is a first time rating for Arr-Maz. Ratings Assigned: Arr-Maz Custom Chemicals, Inc. * Corporate family rating - B2 * $15 million Senior secured first lien revolving credit facility due 2012 - B2 * $125 million Senior secured first lien term loan due 2012 - B2 * $52.5 million Senior secured second lien term loan due 2013 - Caa1 The ratings reflect Arr-Maz's significant debt balances, modest size, narrow product line with exposure to mature industries, customer concentration and a concentrated operational and geographic profile. Over one-half of Arr-Maz's revenues are in the fertilizer and mining markets. Additionally, there has been some consolidation and rationalization of phosphate mines and processing plants in Florida, Arr-Maz's largest market for process chemicals and additives, which may negatively impact the company's profitability. The firm has one customer that accounts for over 25% of its revenues. Supporting the ratings are the firm's relatively steady EBITDA margins that have remained positive in the various market conditions experienced in the past eight years, demonstrated ability in the past to repay debt after taking on significant amounts of leverage and major market shares in some of the niche markets in which it participates. Other factors include Arr-Maz's ability to pass on raw material costs, which have increased dramatically over the past year, and its service-based business model which supports long-term customer relationships while protecting the firm's market share for products which typically do not enjoy patent protection. The firm's products typically improve performance or operating efficiencies for its customers operations, while amounting to a small part of total costs. Moody's notes that the firm has made efforts to grow internationally with operations in Brazil and sales in China. However, Arr-Maz's business model of providing technical support close to customers' operations may require the dedication of significant resources to these efforts. The notching of the first lien facilities, which is comprised of a $15 million revolving credit facility and $125 million term loan, at the B2 corporate family rating reflects the fact that the first lien debt makes up the majority of Arr-Maz's debt. The second lien term loan is rated two notches below the corporate family rating reflecting the expectation that the security will not provide meaningful coverage for the second lien term loan in a distressed scenario. The stable outlook reflects Moody's expectation that the company will continue to modestly grow its sales and that free cash flow will be applied towards debt reduction. Arr-Maz is a developer and producer of process chemicals for phosphate mining and functional additives for the phosphate fertilizer, asphalt, nitrogen chemicals and industrial minerals industries. Arr-Maz is headquartered in Mulberry, FL and had 2005 revenues of $153 million. On June 30, 2006, the firm was sold by Wind Point Partners to certain funds managed by GSO Capital Partners, a New York-based investment advisor. ASARCO LLC: Joseph Lapinsky Appointed as President and CEO ---------------------------------------------------------- ASARCO LLC obtained authority from the U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi to appoint and indemnify Mr. Lapinsky as president and permanent CEO, effective July 1, 2006. ASARCO's former Chief Executive Officer Daniel Tellechea resigned in November 2005 and since then, ASARCO operated without a permanent CEO. To resolve this, ASARCO, the Official Committee of Unsecured Creditors and Robert C. Pate, the future claims representative for the Asbestos Subsidiary Debtors, entered into a stipulation regarding corporate governance in December 2005. The Stipulation provided for the appointment of Douglas McAllister, as interim chief restructuring officer, and two Independent Directors to the Board. James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas, tells the Court that although Mr. McAllister provided an excellent job as ASARCO's CRO, ASARCO needed a president and permanent CEO with the requisite experience in providing operating and strategic leadership to industrial companies, and a proven track record in connection with the turnaround of troubled companies. After months of searching, ASARCO's Board of Directors chose Joseph F. Lapinsky as the best candidate for the position. Before joining ASARCO, Mr. Lapinsky was president and chief operating officer of Republic Technologies International since 1998. In 2003, Mr. Lapinsky led Republic Technologies out from its second bankruptcy to the leading market position of its category in North America. Upon Mr. Lapinsky's resignation from the company in June 2006, Republic Technologies was in a debt- free position. The CEO Agreement The CEO Agreement between ASARCO and Mr. Lapinsky is a two-year employment contract with an automatic one-year renewal term, and an expiration date set one year after the effective date of a plan of reorganization, unless the parties agree to extend it for an additional year. Among other things, under the CEO Agreement: (a) Mr. Lapinsky will receive: * $425,000 as annual base salary; * a bonus equal to 30% of his base salary for the year 2006, if he is still with ASARCO by December 2006; and * a one-time retention pay equal to 35% of his initial base salary on which: -- 50% is payable on the Effective Date, and -- 50% is payable six months after the Effective Date; (b) Mr. Lapinsky will receive a success bonus equal to two times his initial base salary reduced by: * his aggregate retention payment; * 15% of his initial base salary if the Effective Date occurs after Dec. 31, 2007, but before April 1, 2008; * 30% if the Effective Date occurs after March 31, 2008, but before July 1, 2008; and * 50% if the Effective Date occurs after June 20, 2008. Half of the success bonus will be paid six months after the Effective Date, and the remaining half will be paid 18 months after the Effective Date. (c) If Mr. Lapinsky is terminated for cause, disability or for good reason, he is entitled to: * a severance equal to 24 months of his base salary, provided that the severance benefits, success bonus and retention payment will not exceed three times his base salary; * a pro rata bonus based on 30% of the salary payable for the number of employment days elapsed before termination if termination occurs in 2006; and * life insurance, medical and long-term disability benefits for the greater of 12 months or the remainder term of the CEO Agreement if termination occurs in 2006; (d) Mr. Lapinsky is also entitled to: * four weeks paid vacation each year; * use of an automobile in accordance with ASARCO's policies; * reimbursement of travel and living expenses for a certain period of time and of reasonable out-of pocket expenses; and * participate in ASARCO's employees' benefit plans; (e) On or before the Effective Date, ASARCO will obtain a standby irrevocable letter of credit in favor of Mr. Lapinsky and beneficiaries in an amount equal to the aggregate of the retention payment, the success bonus, the severance and other applicable benefits; and (f) ASARCO will fully indemnify Mr. Lapinsky. Republic's Statement Republic Engineered Products Inc., North America's largest producer of special bar quality steel, disclosed that Jaime Vigil has been appointed as President and Chief Executive Officer of Republic Engineered Products Inc., replacing Joseph F. Lapinsky. Lapinsky is leaving Republic in solid financial condition as the company became debt-free earlier this year. He led the company through its acquisition in July 2005 by Industrias CH, S.A. de C.V., the Mexico City-based steel producer and processor. He has agreed to be available in an advisory capacity during the leadership transition and has discussed being considered to serve as a Republic board member. "Republic is in a good position today and ICH continues to invest in the business," Mr. Lapinsky said. "I've decided this is a good time for me to step aside and pursue other interests. Jaime Vigil will continue the progress we have made since ICH's acquisition, particularly our focus on developing operations that serve the best interests of our valued customers." Mr. Vigil has served as executive adviser since ICH's acquisition of Republic. He previously served as CEO of Pytsa Industrial S.A. de C.V., a wholly owned subsidiary of ICH, and also as its investor-relations manager. In addition, Mr. Vigil served as an alternate director for ICH's board of directors. "I have learned a great deal working with the management team at Republic for the past 11 months," Mr. Vigil said. "Joe Lapinsky is a well-respected leader in the SBQ industry and I have enjoyed working closely with him. I look forward to helping Republic continue to make strides in improving operations and enhancing productivity and efficiency in order to grow the business and expand our ability to provide value-added opportunities for our customers." About Republic Republic Engineered Products, Inc. is North America's leading supplier of special bar quality steel, a highly engineered product used in axles, drive trains, suspensions and other critical components of automobiles, off- highway vehicles and industrial equipment. With headquarters in Fairlawn, Ohio, the privately owned company operates steelmaking centers in Canton and Lorain, Ohio, and value-added rolling and finishing facilities in Canton, Lorain and Massillon, Ohio; Lackawanna, New York; Gary, Indiana; and Hamilton, Ontario. Republic employs approximately 2,500 people. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. (ASARCO Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000). ASARCO LLC: Tom Yip Appointed as Vice President and CFO ------------------------------------------------------- ASARCO LLC obtained authority from the U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi to appoint Tom Yip as its vice-president and chief financial officer, effective as of May 1, 2006. James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas, relates that Mr. Yip is a Canadian-chartered accountant who began his career as an auditor with KPMG in 1979. Before his employment in ASARCO, Mr. Yip was director of operational planning and analysis of Kinross Gold Corporation, a publicly traded precious metal producer. At Kinross, Mr. Yip provided quantitative analytical support to the chief operating officer for purposes of suggesting and directing corporate-wide initiatives aimed at controlling and reducing significant operating costs, Mr. Prince adds. The CFO Agreement The CFO Agreement between ASARCO and Mr. Yip is a two-year employment contract with an automatic one-year renewal term, and an expiration date set one year after the effective date of a plan of reorganization, unless the parties agree to extend it for another year. The salient terms of the CFO Agreement are: (a) Mr. Yip will receive: * $200,000 as annual base salary; * a bonus equal to 20% of his base salary earned in 2006, if he is still with ASARCO by January 2007; and * a one-time retention payment equal to 35% of his initial base salary of which: -- 50% is payable on the Effective Date; and -- 50% is payable six months after the Effective Date; (b) If Mr. Yip is terminated for good reasons, he is entitled to severance in an amount equal to 24 months of his base salary, 50% of which will be vested immediately after approval of the CFO Agreement, and the remaining 50% to be vested six months after; (c) Mr. Yip is also entitled to: * four weeks paid vacation each year; * a two-year renewable automobile lease; * living expenses for the cost of renting an apartment in Tucson, Arizona for one year; * reimbursement of moving, travel and reasonable out- of-pocket expenses; and * participate in ASARCO's employees' benefit plans; and (d) ASARCO will fully indemnify Mr. Yip. Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. (ASARCO Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000). ASARCO LLC: McAllister Appointed as Executive Vice President ------------------------------------------------------------ Douglas McAllister was appointed as ASARCO LLC's interim chief restructuring officer pursuant to a December 2005 stipulation regarding corporate governance. While acting as interim CRO, Mr. McAllister was also ASARCO's general counsel and secretary. As of July 1, 2006, ASARCO has appointed Joseph Lapinsky as its permanent chief executive officer and president. ASARCO sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi to appoint Mr. McAllister as its executive vice-president, while continuing to act as its general counsel and secretary. As executive vice-president, general counsel, and secretary, Mr. McAllister will receive $250,000 as base salary and a $50,000 lump sum. Mr. McAllister will maintain all other benefits afforded to him as ASARCO's employee. Mr. McAllister will also maintain his current level of indemnification. Furthermore, Mr. McAllister is still eligible to participate in ASARCO's Retention and Recruitment Plan. While serving as interim CRO, Mr. McAllister retained his own counsel to advise him of the negotiations leading to the execution of the Corporate Governance Stipulation and help him make an informed decision. Mr. McAllister expended $7,000 for his attorneys' fees. Judge Schmidt authorizes ASARCO to reimburse Mr. McAllister of his legal fees. Headquartered in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. (ASARCO Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000). AXM PHARMA: Acquires 51% Interest in Chinese Drug Distributor ------------------------------------------------------------- AXM Pharma, Inc., completed the acquisition of a 51% interest in Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd. through the issuance of 3.7 million shares of AXM Pharma's common stock. The acquisition closed on July 1, 2006. AXM says that it will consolidate the results of Ming Cheng for financial reporting purposes beginning in the Company's third quarter. "We are pleased that we were able to complete the acquisition of a majority interest in Ming Cheng," said Wang Weishi, CEO of AXM Pharma. "Ming Cheng's large customer will allow us to market our innovative pharmaceutical products to an expanded customer base. In addition, its broad range of innovative products, including many proprietary products, will allow us to penetrate new markets and further expand the customer base. We believe this transaction should enable the company to significantly increase revenue during the second half of the year, and improve its operating results." About Ming Cheng Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd., is located in Shenyang, a key pharmaceutical distribution center in northeastern China, and is mainly engaged in the distribution of patented Chinese Medicines, antibiotics, biochemical medicines and healthcare products. Ming Cheng's sales are primarily in Beijing, Tianjin and the provinces of Hebei, Liaoning, Jilin and Heilongjiang. Ming Cheng distributes over 5,000 products and has exclusive distribution rights to approximately 100 products. The company has approximately 100 employees and sells to approximately 13,000 wholesalers and retail outlets. About AXM Pharma Headquartered in New York, AXM Pharma, Inc. (AMEX: AXJ) -- http://www.axmpharma.com/-- through its wholly owned subsidiary, AXM Pharma Shenyang, Inc., manufactures proprietary and generic pharmaceutical products, which include injectables, capsules, tablets, liquids and medicated skin products for export and domestic Chinese sales. AXM Shenyang is located in the City of Shenyang, in the Province of Liaoning, China. AXM Shenyang has an operating history of approximately 10 years. Going Concern Doubt Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised substantial doubt about AXM Pharma, Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the year ended Dec. 31, 2005. The auditor pointed to the Company's losses and need for additional capital. AXM PHARMA: Moore Stephen to Replaces Lopez Blevins as Accountant ----------------------------------------------------------------- AXM Pharma, Inc. terminated the services of Lopez, Blevins, Bork & Associates, LLP and hired Moore Stephen Wurth Frazer and Torbet, LLP as the its independent accountant. The Company reported that it had no disagreements with Lopez on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure and that Lopez disclaimed their opinion in the Company's annual report for the fiscal year ended Dec. 31, 2005. Moore Stephen will commence with the review of the Company's financial statements and Form 10-QSB filing for the quarter ended June 30, 2006, the Company disclosed. About AXM Pharma Headquartered in City of Industry, California, AXM Pharma, Inc. (AMEX: AXJ) -- http://www.axmpharma.com/-- through its wholly owned subsidiary, AXM Pharma Shenyang, Inc., is a manufacturer of proprietary and generic pharmaceutical products, which include injectables, capsules, tablets, liquids and medicated skin products for export and domestic Chinese sales. AXM Shenyang is located in the City of Shenyang, in the Province of Liaoning, China. AXM Shenyang has an operating history of approximately 10 years. Going Concern Doubt Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised substantial doubt about AXM Pharma, Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the year ended Dec. 31, 2005. The auditor pointed to the Company's losses and need for additional capital. BARRINGTON BROADCASTING: Moody's Rates $125 Million Notes at B3 --------------------------------------------------------------- Moody's Investors Service assigned a B1 corporate family rating and SGL-2 Speculative Grade Liquidity rating to Barrington Broadcasting Group LLC. Additionally, Moody's assigned a Ba3 rating to the proposed $172.5 million senior secured credit facility and a B3 rating to the proposed $125 million 8-year senior subordinated notes. Proceeds of $201.7 million from the transaction along with $60.3 million of cash equity from the Pilot Group LP will be used to finance the acquisition of twelve television stations from Raycom Media, Inc. for $262 million scheduled to close during the third quarter of 2006. This is the first time Moody's has assigned ratings to Barrington Broadcasting Group LLC. The B1 corporate family rating reflects Barrington's substantial debt to EBITDA leverage, modest scale and adequate asset coverage. The rating also incorporates the company's limited free cash flow, modest EBITDA margin and increasing business risk resulting from the broadcast television industry's declining audience and the fragmentation of advertising spending over a growing number of mediums including the internet. The Raycom transaction will add to the company's geographic diversity and scale. The equity contribution made to fund a portion of this acquisition and comfortable asset coverage support the ratings. Assignments: Issuer: Barrington Broadcasting Group LLC * Corporate Family Rating, Assigned B1 * Speculative Grade Liquidity Rating, Assigned SGL-2 * Senior Secured Bank Credit Facility, Assigned Ba3 * Senior Subordinated Regular Bond/Debenture, Assigned B3 The stable outlook reflects the expectation that the company will gradually reduce leverage through a combination of improving operating margins and debt reduction. The SGL-2 rating reflects the company's good liquidity profile as projected over the next four quarters. The SGL-2 rating incorporates positive free cash flow generation, the substantial availability under its new $25 million revolving credit facility, lack of any sizeable near-term maturities, the company's high debt burden relative to free cash flow and minimal cash balance. Pro forma for the acquisition of twelve television stations from Raycom Media, Inc, Moody's believes that the company's free cash flow generation will be sufficient to fund both core operations and elevated levels of capital expenditures associated with the automation of seven of its stations. The SGL-2 rating is also supported by Barrington's portfolio of television stations, which could provide liquidity despite being encumbered by the secured bank agreement and the modest cushion projected under its bank financial maintenance covenants. Barrington Broadcasting Group, LLC, headquartered in Hoffman Estates, Illinois, is a television broadcaster comprised of stations located in Missouri, Texas, Indiana, Michigan, Illinois, New York, Georgia, Iowa, Colorado and South Carolina including the stations acquired from Raycom Media, Inc. BCBG MAX: Moody's Rates $50 Million Senior Term Loan at B3 ---------------------------------------------------------- Moody's Investors Service assigned a B3 to BCBG Max Azria Group, Inc.'s new third lien term loan and affirmed all existing ratings with a stable outlook. The proceeds from the new $50 million third lien term loan along with an incremental $30 million of Term Loan B and approximately $12 million of borrowings under its upsized $150 million revolving credit facility will be used to finance its planned acquisition of Max Rave, LLC. The outlook remains stable. This rating has been assigned: * $50 million senior secured third lien term loan of B3. These ratings have been affirmed: * Corporate family rating at B1; * $150 million senior secured revolving credit facility * $229.5 million senior secured term loan B at B1. The corporate family rating is constrained by the company's very high business risk as a fashion forward women's apparel retailer, which scores at the Caa rating level, as well as its high seasonality and relatively small scale whose attributes are both indicative of a B rating category. These risks are balanced by BCBG's strong profitability and credible market position, which are both reflective of an investment grade company. Adding further support to the rating category is the BCBG US company's capital structure which pro forma for the Max Rave acquisition results in credit metrics predominantly reflective of a Ba rating level. The ratings also consider the company's strong reliance on its founder Max Azria, as well as BCBG's status as a private company, which excludes it from SEC requirements such as Sarbanes-Oxley and the reporting of material events. In addition, the ratings reflect the potential risks and opportunities associated with the company's continued growth plans over and above its planned acquisition of Max Rave, which will more than double the company's store count. In addition, the ratings consider Max Rave's history of challenging operating results which resulted in both a distressed debt exchange and a bankruptcy filing. An upgrade is unlikely at the present time and would require the development of a corporate culture and mode of operation that placed less reliance on the owners, as well as a longer term track record of consistent earnings and greater diversification of the company's sales base between its various brands. In addition, positive rating pressure would require evidence that a projected turnaround of the previously challenged G+G stores has been accomplished. Negative rating pressure could develop should BCBG US company's operating performance deteriorate such that Debt rises above 4.5 times or should the EBIT margin fall below 15%. In addition, negative rating pressure could develop should BCBG US choose to fund current operating losses of its foreign subsidiaries or related parties, should G+G not evidence signs that a turnaround is underway, or should financial policies change such that the company borrows to return value to its shareholders in excess of anticipated tax requirements. BCBG Max Azria Group, Inc., headquartered in Vernon, California, is an apparel retailer and wholesaler. It operates 80 retail stores, 57 factory stores, and 102 partner shops in the United States. In addition, it distributes to over 400 wholesale doors under the BCBGMaxAzria, TO THE MAX, maxime, dorothee bis, Herve Leger, BCBGirls, Parallel, and maxandcleo brand names. The Max Rave acquisition will add a minimum of 450 stores currently under the G+G, Rave, and RaveGirl name plates which will all be converted to the Max Rave name plate. Total revenues pro forma for the transaction for the fiscal year ended Dec. 31, 2005 were $891 million. BERKLINE/BENCHCRAFT: Moody's Junks Rating on $50 Million Loan ------------------------------------------------------------- Moody's Investors Service downgraded the ratings for Berkline. The ratings outlook is negative. The ratings downgrade reflects the continuing operating difficulties at Berkline, with increasing raw material prices and uncertainty about future consumer spending trends. The negative outlook reflects Moody's belief that the company's operating difficulties may persist and result in tight financial covenants and the need to obtain waivers. These ratings were downgraded by this action: * $25 million senior secured $25 million revolver to B2 from B1; * $110 million senior secured term loan to B2 from B1; * $50 million second lien to Caa1 from B2; * Corporate family rating to B2 from B1 The combination of deteriorating sales, higher raw material prices and exposure to bankrupt furniture retailers such as Levitz have resulted in lower operating margins over the last year with adjusted EBIT margin falling from 6.4% in 2004 to 3.1% in the LTM ended March 2006. Berkline' operating difficulties have also resulted in higher adjusted leverage and lower interest coverage. For example, when measured as adjusted debt, leverage increased to 8.1 times in the LTM ended March 31, 2006 from 4.9x in 2004 and interest coverage decreased to 1.4 times from 2 times during the same period. In addition, Berkline's ratings are also limited by the highly competitive and fragmented nature of the residential furniture business, the possibility that recent price increases will not be sufficient enough to cover increases in raw material costs and uncertainty in consumer spending. The company's ratings are supported by the Berkline and BenchCraft brand names, its broad and diversified customer and supplier base, its wide product line at a variety of price points; and its leading position in motion and upholstered furniture. The two notch downgrade of the second lien loan to Caa1 from B2 reflects the lower expected recovery in a distressed scenario. Headquartered in Morristown, Tennessee, Berkline/BenchCraft is a leading manufacturer of motion upholstery furniture, freestanding reclining chairs and stationary furniture. Revenue for the LTM ended March 31, 2006 approximated $525 million. BETH ISRAEL: Wants Court Nod on Cole Schotz as Bankruptcy Counsel ----------------------------------------------------------------- Beth Israel Hospital Association of Passaic, dba PBI Regional Medical Center, asks the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Cole, Schotz, Meisel, Forman & Leonard, P.A., as its bankruptcy counsel. Cole Schotz will: (a) assist the Debtor in preparing schedules of assets and liabilities and statements of financial affairs; (b) provide legal advice to the Debtor with respect to its powers and duties as debtor-in-possession in the continued operation of their businesses and management of its assets; (c) prepare, on the Debtor's behalf, all necessary applications, answers, orders and other legal papers required in connection with the administration of the Chapter 11 estate; (d) appear before the Bankruptcy Court and any other court to represent and protect the Debtor's interests and estate; (e) represent the Debtor in any adversary proceedings, either commenced by or against the Debtor; (f) assist the Debtor in the formulation and implementation of its Chapter 11 plan, including drafting and negotiating agreements regarding sales of the Debtor's assets and processing necessary motions seeking approval of such transactions; and (g) perform all other legal services for the Debtor, as debtor-in-possession, as may be necessary. Michael D. Sirota, Esq. a partner of Cole Schotz, tells the Court that he will bill $515 per hour for this engagement. Mr. Sirota discloses that the firm's other professionals bill: Profession Designation Hourly Rate ---------- ----------- ----------- Gerald H. Gline, Esq. Partner $500 Stuart Komrower, Esq. Partner $425 Leo V. Leyva, Esq. Partner $440 Ilana Volkov, Esq. Partner $390 Warren A. Usatine, Esq. Partner $375 Kenneth L. Baum, Esq. Partner $340 Mark J. Politan, Esq. Associate $260 Kristin S. Elliott, Esq. Associate $225 Gia G. Incardone, Esq. Associate $185 Felice R. Singer, Esq. Associate $165 Frances Pisano Paralegal $150 Cynthia Braden Paralegal $150 Mary Manetas Paralegal $130 Mr. Sirota assures the Court that his firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Passaic, New Jersey, Beth Israel Hospital Association of Passaic, dba PBI Regional Medical Center -- http://www.pbih.org/-- is a 264-bed, non-profit acute care hospital located in the City of Passaic, New Jersey. The Medical Center represents the consolidation of two significant hospitals, namely Passaic Beth Israel Hospital and the General Hospital Center of Passaic, and provides medical and health services including comprehensive cardiac services program, bypass surgery, electrophysiology, off pump surgery, and others. The Company filed for chapter 11 protection on July 10, 2006 (Bankr. D. N.J. Case No. 06-16186). Mark J. Politan, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $50 million and $100 million. BETH ISRAEL: Has Until August 24 to File Schedules and Statements ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey gave Beth Israel Hospital Association of Passaic, dba PBI Regional Medical Center, until Aug. 24, 2006, to file its Schedules of Assets and Liabilities and Statement of Financial Affairs. The Debtor tells the Court that before it filed for bankruptcy, it focused on numerous tasks necessary to ensure the its continued operations of providing quality healthcare while also attending to the filing of their Chapter 11 case, which included: (a) evaluating various financing options to allow the hospital to continue to operate; (b) responding to numerous requests for information from the its bondholder and pre-petition lender, Commerce Bank, N.A.; (c) reviewing voluminous financing and other documents in preparation of the Chapter 11 filings; (d) responding to inquiries of its Board of Trustees, executives and key employees; and (e) addressing issues relating to its cash needs and proposed use of cash collateral and negotiating a post petition credit facility with Commerce Bank. The Debtor contends that it was better to seek the extension and complete the schedules and statements than file incomplete documents and amend them at a later date. Headquartered in Passaic, New Jersey, Beth Israel Hospital Association of Passaic, dba PBI Regional Medical Center -- http://www.pbih.org/-- is a 264-bed, non-profit acute care hospital located in the City of Passaic, New Jersey. The Medical Center represents the consolidation of two significant hospitals, namely Passaic Beth Israel Hospital and the General Hospital Center of Passaic, and provides medical and health services including comprehensive cardiac services program, bypass surgery, electrophysiology, off pump surgery, and others. The Company filed for chapter 11 protection on July 10, 2006 (Bankr. D. N.J. Case No. 06-16186). Mark J. Politan, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $50 million and $100 million. BODIES IN MOTION: Section 341(a) Meeting Scheduled on July 25 ------------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of Bodies In Motion Inc.'s creditors at 9:00 a.m., on July 25, 2006, at 21051 Warner Center Lane, #105 in Woodland Hills, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in North Hills, California, Bodies in Motion Inc. -- http://www.bodiesinmotion.com/-- operates a chain of private fitness facilities offering boxing, yoga, personal training, and other physical fitness programs. The Company filed for chapter 11 protection on June 20, 2006 (Bankr. C.D. Calif. Case No. 06- 10931). Ron Bender, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP, represents the Debtor. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. CALIFORNIA THEATRE: Section 341(a) Meeting Scheduled on August 15 ----------------------------------------------------------------- The U.S. Trustee for Region 15 will convene a meeting of California Theatre Investments Group, LLC's creditors at 1:30 p.m., on Aug. 15, 2006, at the Sixth Floor, Suite 630, 402 West Broadway in San Diego California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in San Diego, California, California Theatre Investments Group, LLC, filed for chapter 11 protection on July 12, 2006 (Bankr. S.D. Calif. Case No. 06-01793). Alan Vanderhoff, Esq., of Vanderhoff Law Group, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets between $10 million and $50 million and debts between $1 million and $10 million. CALPINE CORP: Court Extends Investigation Deadline to Oct. 31 ------------------------------------------------------------- The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the Southern District of New York granted the request of Calpine Corp. and its debtor-affiliates to extend the Investigation Termination Deadline until Oct. 31, 2006. First Lien Trustee Objects Law Debenture Trust Company of New York, successor indenture trustee under the Indenture for the 9-5/8% Priority Senior Secured Notes due 2014, complained that the Debtors and the Official Committee of Unsecured Creditors did not articulate any specific reason why their investigation of their liabilities in the First and Second Lien Debt could not be completed for the last seven months. Steven B. Levine, Esq., at Brown Rudnick Berlack Israels LLP, in Boston, Massachusetts, noted that the Debtors and the Committee's only reason for the extension is the "immense task of restructuring" the numerous Debtors. The Debtors and the Committee's request for an extension of the Investigation Deadline is disingenuous, Mr. Levine asserted. To the extent that the Debtors and the Committee had legitimate concerns about the perfection of the lien securing the First Lien Notes, they should have raised those concerns before seeking the Court's approval to pay the First Lien Noteholders, Mr. Levine says. The First Lien Trustee agreed to a three-month extension of the Investigation Deadline, provided that there will be no more extension permitted beyond Oct. 31, 2006, except with respect to the Repayment Related Claims. The Debtors and the Committee asserted that an extension of the Investigation Deadline with respect to the Repayment Related Claims is also necessary since the Court extended the time within which they were required to respond to the First Lien Trustee's Amended Complaint, Mr. Levine noted. The First Amended Complaint sought, among others, a declaratory judgment that a Make Whole Premium became due by virtue of the redemption of the First Lien Notes, and a declaratory judgment that the First Lien Trustee had an allowed secured claim for all principal, accrued and accruing interest at the applicable rates provided under the First Lien Indenture and all other fees. The Court clarifies that there is no Investigation Termination Date for claims related to any demands for payments allegedly due as a consequence of the Debtors' default or repayment before the maturity date of the First and Second Lien Debts. About Calpine Corp. Headquartered in San Jose, California, Calpine Corporation -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The Company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000) CALPINE CORP: Wants to Sell Dighton Project for $90.1 Million ------------------------------------------------------------- Calpine Corp. and its debtor-affiliates ask permission from the U.S. Bankruptcy Court for the Southern District of New York to: (a) enter into the Dighton Project Asset Purchase Agreement; and (b) assume and assign the Assigned Contracts. The Debtors also ask the Court to exempt the Sale of the Dighton Project from any stamp tax. Debtor Dighton Power Associates Limited Partnership owns a 170- megawatt gas-fired combined cycle electric generating facility in Dighton, Massachusetts. The Dighton Project is comprised of nearly 60 acres of land, with the main facility site occupying approximately six acres. Currently, there are 15 full-time employees assigned to the Dighton Project, all of whom are non- union employees. The Debtors, the Official Committee of Unsecured Creditors, and the Unofficial Committee of Second Lien Debtholders, in consultation with Law Debenture Trust Company of New York, as Indenture Trustee for the First Lien Noteholders, determined that the Dighton Project would not maximize nor sustain Calpine Corporation's overall enterprise value. The Committees have agreed that the Debtors may use up to $600,000 of the DIP Facility proceeds to fund operations and expenses at the Dighton Project. During the peak summer season, the Dighton Project is cash flow positive. However, in the fall, the Dighton Project may experience a liquidity crisis, Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in Los Angeles, California, tells the Court. Because of the impending liquidity crisis, the Debtors agree to sell substantially all of the assets in the Dighton Project. As a result, the Debtors executed an Asset Purchase Agreement for the sale of the Dighton Project to BG North America LLC. The salient terms of the Asset Purchase Agreement are: (1) BG North America will pay to Dighton Power: -- $89,815,600 in cash on Closing Date; and -- $370,000 as cure payment for the Assigned Contracts; (2) The Acquired Assets will be transferred free and clear of all liens, claims, encumbrances and other interests other than any Permitted Liens and Assumed Liabilities. The Acquired Assets include: (a) all real property owned by Dighton Power, and all improvements, structures and fixtures on the real property; (b) all of Dighton Power's rights under the leased real property; (c) all of Dighton Power's rights under the easements, rights of way, real property licenses, and other real property entitlements related to its Owned and Leased Real Property; (d) all of Dighton Power's owned equipment, spare parts, machinery, furniture, fixtures, and other personal property used exclusively in the Dighton Project, and Dighton's rights to the warranties and Licenses for the Equipment; (e) all of Dighton Power's rights under sales orders, service agreements and customer contracts; (f) all of Dighton Power's rights under these supplier contracts: * Interconnection Agreement with Montaup Electric Company, dated April 10, 1997, * Operational Balancing Agreement with Algonquin Gas Transmission Company, dated March 15, 2000, * Water Agreement with Dighton Water District, dated March 27, 1997, * Parts Sales and Maintenance Service Agreement with ALSTOM Power, Inc., dated Aug. 20, 1997, and * Blanket Terms and Conditions for Renewal Parts, Equipment and Services with ALSTOM Power, Inc., dated Feb. 29, 2000; (g) all of Dighton Power's rights under the: * Tax Increment Financing Agreement with the town of Dighton, dated Oct. 30, 1995, and * Dighton Charitable Fund Advisory Committee Agreement with the town of Dighton, dated Oct. 7, 1999; (h) all inventories of fuel, chemical and gas supplies, materials and critical spares located at or in transit to the Dighton Project on the Closing Date, and the rights associated with each inventory; (i) any computer software or systems owned exclusively by Dighton Power, and the licenses for each computer software or system; (j) all rights of Dighton Power under permits, authorizations, approvals, registrations, Emission Allowances and licenses issued by government agencies related exclusively to the operation of the Dighton Project; (k) copies of all Business Records; (l) the Dighton Plant; (m) rights to and goodwill represented by the names "Dighton Plant," "Dighton" and "Dighton Power Project"; provided that BG North America cannot use a name that includes a Calpine Mark; and (n) all assets relating to Employee and Benefit Matters; (3) The Excluded Assets consist of: (a) all of Dighton Power's cash and cash equivalents, marketable securities, prepaid expenses, advance payments, surety accounts, deposits and other similar prepaid items, checks in transit and undeposited checks; (b) all of Dighton Power's accounts and notes receivable as of 11:59 p.m., on the Closing Date; (c) assets, property and other rights held or owned by the Debtors not used exclusively by Dighton Power in the operation of the Dighton Project; (d) forecasts, financial statements and proprietary manuals prepared by or used by Dighton Power to the extent not relating exclusively to the Dighton Project; (e) all of Dighton Power's rights under Contracts that are not Assigned Contracts; (f) all assets to be retained by Dighton Power relating to Employee and Benefit Matters; (g) all rights to claims, refunds or adjustments with respect to Excluded Assets, all other refunds or adjustments relating to any proceeding before any government agency relating to the period before the closing date, and all rights to insurance proceeds; (h) any of Dighton Power's asset that would constitute an Acquired Asset that is conveyed or otherwise disposed of from July 6, 2006, until the closing date; (i) all losses, loss carry forwards and rights to receive refunds, credits and loss carry forwards with respect to all of Dighton Power's taxes incurred on or before the Closing Date, including interest receivable; (j) all rights and claims of Dighton Power arising out of events before the Closing Date; (k) all shares of capital stock, partnership interests or other equity interests of Dighton Power and all of its affiliates; (l) all of Dighton Power's rights under the APA and under any other agreement between Dighton Power and BG North America; (m) all rights to or goodwill pertaining to all names, marks, trade names, trademarks and service marks incorporating the name Calpine; (n) all rights under any contract that has been guaranteed by Calpine or to which Calpine is a party; (o) all Retained Books and Records; (p) all of Dighton Power's rights to recovery of collateral given to obtain letters of credit and rights to recover amounts drawn or paid on letters of credit; (q) all accounts receivable and other amounts due to Dighton Power from any of its affiliates and all of Dighton Power's rights and claims against any of its affiliates, including all of Dighton Power's claims against Calpine; and (r) the MAXIMO computerized maintenance information software, the PI server software, certain IT equipment, other proprietary Calpine data, and certain rented cylinders for gas inventories. (4) Dighton will assume and assign these Agreements to BG North America: (a) Tax Increment Financing Agreement with the town of Dighton, dated Oct. 30, 1995, and (b) Dighton Charitable Fund Advisory Committee Agreement with the town of Dighton, dated Oct. 7, 1999; (5) The Assumed Liabilities include all of Dighton Power's liabilities under the Assigned Contracts, the Acquired Assets, the Permits, the Employees' Benefits, Transaction Taxes, and personal property taxes; (6) Dighton Power will retain liabilities with respect to accounts payable other than those under Assigned Contracts and all liabilities arising in connection with the Excluded Assets. Dighton Power will also retain any credit that is not an Assumed Liability and any claim relating to the Open-End Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement, dated Sept. 15, 1997, in favor of Toronto Dominion (Texas), Inc., as collateral agent; (7) BG North America will deposit in an Escrow Account: -- $4,490,780 on Calpine's approval of the Purchase Notice, and -- $4,490,780 on the Court's entry of the Sale Order; and (8) BG North America is entitled to payment of a break-up fee and expense reimbursement. A full-text copy of the 128-page Dighton Project APA is available for free at http://ResearchArchives.com/t/s?de3 Mr. Spiegel tells the Court that the value the Debtors will receive from the sale exceeds any value the Debtors could get for the Acquired Assets if they are required to liquidate their assets. The Debtors' professionals have assessed that the Debtors would be unlikely to obtain more than $20,000,000 if the Dighton Facility was shut down and sold piecemeal. According to Mr. Spiegel, no other entity has offered to purchase the Dighton Project Assets for greater economic value than BG North America. The Debtors believe that the proposed sale to BG North America, subject to a market test through an auction, will serve to maximize the value received for the Dighton Project. If no timely, conforming Qualifying Bids are submitted by Aug. 30, 2006, Dighton Power will seek a sale hearing to take place on Sept. 13, 2006, to consider the APA with BG North America. About Calpine Corp. Headquartered in San Jose, California, Calpine Corporation -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The Company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000) CHATTEM INC: Earns $10.2 Million in Second Fiscal Quarter 2006 -------------------------------------------------------------- Chattem, Inc.'s total revenues for the second fiscal quarter ended May 31, 2006, were $79.4 million compared to total revenues of $75.7 million in the prior year quarter, representing a 5% increase. Total revenues increased 8% over the second quarter of fiscal 2005 excluding sales of pHisoderm, which was divested in November 2005. Revenue growth for the quarter was driven by the continued strength of the Gold Bond(R) franchise, up 11%, led by Gold Bond Ultimate(R) Healing Lotion, the BullFrog(R) franchise, up 25%, reflecting strong sales of BullFrog Mosquito Coast(R), the Selsun(R) franchise, up 7%, due to the introduction of Selsun Salon(TM), and incremental sales from Icy Hot Pro-Therapy(R) and Dexatrim Max20(TM). Net income in the second quarter of fiscal 2006 was $10.2 million, compared to $15.5 million in the prior year quarter. Net income in the second quarter of fiscal 2006 was reduced by employee stock option expenses under FAS 123R. Net income for the second quarter of fiscal 2005 included the reversal of a charge related to the Dexatrim(R) litigation and a loss on early extinguishment of debt. As adjusted to exclude these items, net income for the second quarter of fiscal 2006 was $11.1 million, compared to $12.3 million in the prior year quarter. The decrease of adjusted net income in the second quarter of fiscal 2006, in spite of an increase in total revenues, was due to increased advertising and promotional spending to support the Company's new products, primarily Icy Hot Pro-Therapy and Selsun Salon. First Six Months Financial Results For the first six months of fiscal 2006, total revenues were $163.4 million compared to total revenues of $147.2 million in the prior year period, representing an 11% increase. Total revenues increased 15% over the prior year period excluding sales of pHisoderm, which was divested in November 2005. Revenue growth for the first half of fiscal 2006 was led by the new product launches of Icy Hot Pro-Therapy and Selsun Salon and continued growth of the Gold Bond lotion business. For the first six months of fiscal 2006, the Selsun franchise increased 15%, the Gold Bond franchise increased 12% and the topical analgesic portfolio decreased slightly, as compared to the prior year period. Net income in the first six months of fiscal 2006 was $25 million, compared to $24.2 million in the prior year period. Net income in the first six months of fiscal 2006 included a loss on early extinguishment of debt, a recovery related to the Dexatrim litigation settlement and employee stock option expenses under FAS 123R. Net income in the first six months of fiscal 2005 included a loss on early of extinguishment of debt and the reversal of a charge related to the Dexatrim litigation. As adjusted to exclude these items, net income in the first six months of fiscal 2006 was $22.7 million, compared to $22.8 million in the prior year period. Net income grew at a lower rate than total revenues for the first six months of fiscal 2006 as a result of increased advertising and promotional spending to support the Company's new products, primarily Icy Hot Pro-Therapy and Selsun Salon. Share Repurchase and Capital Resources The Company commenced the solicitation of consents from the holders of its $107.5 million 7% Senior Subordinated Notes due 2014 to an amendment to the related indenture to increase the Company's capacity to make restricted payments by an additional $85 million, including payments for the repurchase of the Company's common stock. In connection with the consent solicitation, the Company's Board of Directors has authorized the repurchase of up to an additional $100 million of the Company's common stock, under the terms of the Company's existing stock repurchase program. Under the program, the Company may, from time to time, purchase shares of its common stock based on a number of factors, including market conditions, the market price of the common stock, effect on earnings, available cash and other factors as the Company deems appropriate, subject to the limitations under the indenture, the Company's credit agreement and applicable regulatory requirements. From March 1, 2006, through July 6, 2006, the Company repurchased 605,000 shares of its common stock at an aggregate cost of $19.8 million. The Company currently plans to fund any future stock repurchases with cash generated from operations and borrowings under its existing senior credit facility. As of May 31, 2006, the Company's outstanding indebtedness under the senior credit facility was $38.0 million. The Company's net debt (total debt less cash) as of May 31, 2006, was $132.1 million compared to $146.7 million as of May 31, 2005. The Company's leverage ratio (net debt/EBITDA(2) on a trailing 12 month basis) was 1.7x as of May 31, 2006 compared to 1.9x as of May 31, 2005. About Chattem Headquartered in Chattanooga, Tennessee, Chattem Inc., (NASDAQ: CHTT) - http://www.chattem.com/-- manufactures and markets a variety of branded consumer products, including over- the-counter healthcare products and toiletries and skin care products. The Company's products include Gold Bond medicated powder, Icy Hot topical analgesic, Dexatrim appetite suppressant, and Bullfrog sunblock. * * * As reported in the Troubled Company Reporter on July 3, 2006, Standard & Poor's Ratings Services revised its outlook on Chattem Inc. to stable from positive. At the same time, Standard & Poor's affirmed all of Chattem's ratings, including its 'BB-' corporate credit rating. Approximately $151 million of debt was affected by this action. CHICAGO HUDSON: Can Sell Assets to Royal Apartments for $12.6 Mil. ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois approved the sale of substantially all of Chicago Hudson LLC's assets to Royal Apartments USA Inc. for $12.6 million. The approval is without prejudice to objections from any party filed on or before July 28, 2006. The Debtor's Assets consist of approximately 0.94 acres of real estate and related improvements situated in Cook County, Illinois. The Debtor, through its bid representative Millenium Properties Inc., will conduct an auction sale of the Assets on July 31, 2006, 9:00 a.m. at the offices of Levenfeld Pearlstein, Suite 1300, 2 North LaSalle Street in Chicago, Illinois. Potential bidders must deliver copy of their bids not later than 5:00 p.m. on July 28, 2006 to: a) the Debtor: Chicago Hudson LLC Attn: Michael J. Sreenan 853 North Elston Avenue Chicago, IL 60622 Tel: (312) 666-8887 Fax: (773) 304-1999 b) the Debtor's counsel: Richard S. Lauter, Esq. Levenfeld Pearlstein LLC 2 North LaSalle Street Suite 1300 Chicago, IL 60602 Tel: (312) 346-8380 Fax: (312) 346-8434 c) the Debtor's bid representative: Mr. Daniel Hyman Millenium Properties Two First National Plaza Suite 630 20 South Clark Street Chicago, IL 60603 Tel: (312) 338-3003 Fax: (312) 338-3008 To bid at the Auction, qualified bidders must deliver a $200,000 good faith deposit payable to the order of Levenfeld Pearlstein LLC Client Trust Account and an executed copy of a purchase agreement including a purchase price equal to or greater than $12.6 million. Royal Apartments is entitled to a $200,000 break-up fee if a qualified bidder outbids its purchase offer. The Court will conduct a sale hearing on July 31, 2006, 11:00 a.m. at Courtroom 682, Dirksen Federal Building, 219 South Dearborn St. in Chicago, Illinois to consider the Asset Sale. Headquartered in Chicago, Illinois, Chicago Hudson, LLC, filed for chapter 11 protection on May 16, 2006 (Bankr. N.D. Ill. Case No. 06-05596). Richard S. Lauter, Esq., at Levenfeld Pearlstein, LLC, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case to date. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. CHICAGO HUDSON: Court Sets September 1 as Claims Bar Date --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois set Sept. 1, 2006 as the deadline for creditors of Chicago Hudson LLC to file proofs of claim. Claims of governmental units and creditors outside the United States must be put on record not later than 180 days after May 16, 2006. All claims must be filed with: The Clerk of Court United States Bankruptcy Court Northern District of Illinois Room 710 219 South Dearborn Street Chicago, IL 60604 Objections to any filed claims are due Oct. 2, 2006. Headquartered in Chicago, Illinois, Chicago Hudson, LLC, filed for chapter 11 protection on May 16, 2006 (Bankr. N.D. Ill. Case No. 06-05596). Richard S. Lauter, Esq., at Levenfeld Pearlstein, LLC, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case to date. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. CHRISTOPHER PEELER: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Christopher Ray Peeler dba Christopher R. Peeler, DDS 12300 Bayhill Drive Carmel, Indiana 46033 Bankruptcy Case No.: 06-03837 Chapter 11 Petition Date: July 14, 2006 Court: Southern District of Indiana (Indianapolis) Judge: Anthony J. Metz III Debtor's Counsel: David R. Krebs, Esq. Hostetler & Kowalik P.C. 101 West Ohio Street, Suite 2100 Indianapolis, Indiana 46204 Tel: (317) 262-1001 Fax: (317) 262-1010 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. COLLINS & AIKMAN: Court Approves Deloitte's Expanded Retention -------------------------------------------------------------- Collins & Aikman Corporation and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Deloitte Tax LLP for an expanded scope, nunc pro tunc to May 16, 2006. Deloitte Tax will provide tax co-sourcing services, including the preparation of the 2005 federal income tax returns. For the additional services, the Debtors will pay Deloitte Tax $175 per hour. The tax services Deloitte Tax provides pursuant to the original engagement include: -- assistance with Federal tax effects of bankruptcy filing; -- general corporate tax advisory assistance; -- IRS examination services; -- assistance with state tax post-bankruptcy emergence planning; -- contingent fee strategic property tax review services; -- international assignment services advisory assistance; and -- other related or similar tax services. Scott L. Shekell, a member of Deloitte Tax, assures the Court that the firm does not represent or hold any interest adverse to the Debtors or to their estates with respect to the matters for which it is to be employed. Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and $2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000) COLLINS & AIKMAN: Excl. Plan-Filing Period Stretched to Sept. 27 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan extended Collins & Aikman Corporation and its debtor-affiliates' exclusive period to file a plan of reorganization to Sept. 27, 2006, over an objection filed by General Electric Capital Corporation. The Court also extended the Debtors' period to solicit acceptances of its Plan to Nov. 27, 2006. GECC pointed out that the Debtors' extension request "does not allege with specificity reasonable prospects for filing a viable plan of reorganization." The Debtors have not provided the Court or their creditors with any concrete information with respect to the Debtors' recent financial performance, GECC said. As reported in the Troubled Company Reporter on July 6, 2006, the Debtors told the Court that they must complete several critical tasks before they can emerge from Chapter 11. According to Mr. Schrock, the industry in which the Debtors and their competitors operate continues to be very challenging. The Debtors continue to work tirelessly to address their operational and legal challenges, but more time is needed to reorganize their businesses. The Debtors said they are approaching the end of their dual-track process of developing a viable plan of reorganization while also analyzing opportunities for a merger and acquisition of their business. Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and $2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: Contributes $60 Million to U.S. Pension Plans ---------------------------------------------------------- Delphi Corporation contributed about $60,000,000 to its United States pension plans on July 14, 2006. These defined benefit pension plans are sponsored by Delphi and certain of its U.S. subsidiaries, all of whom filed for Court-supervised restructuring under Chapter 11 of the U.S. Bankruptcy Code. John D. Sheehan, Delphi vice president, chief restructuring officer, and chief accounting officer, relates that the amount contributed represents the portion of the pension contribution attributable to services rendered by employees of the Debtors in the second quarter of 2006. Under the Employee Retirement Income Security Act and the U.S. Internal Revenue Code, a minimum funding payment of $300,000,000 to the U.S. pension plans was due on July 14, 2006. As permitted under Chapter 11, however, Delphi contributed only the portion of the contribution attributable to postpetition service. Mr. Sheehan explains that the unpaid portion of the minimum funding payments remains payable as a claim against Delphi and will be determined in Delphi's plan of reorganization with other claims. Delphi has appointed an independent fiduciary for all of its tax qualified defined benefit pension plans who is charged with pursuing claims on behalf of the plans to recover minimum funding contributions. Based in Troy, Mich., 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, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. 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 CORP: Provides Update on Status of Shareholder Lawsuits -------------------------------------------------------------- Delphi Corporation, along with Delphi Trust I, Delphi Trust II, current and former directors of the Company, certain current and former officers and employees of the Company or its subsidiaries, and others have been named as defendants in several lawsuits that were filed beginning in March 2005 following the Company's announced intention to restate certain of its financial statements. Delphi discloses in a regulatory filing with the Securities and Exchange Commission that the Judicial Panel on Multi-district Litigation in December 2005 transferred each of the related federal actions to the United States District Court for the Eastern District of Michigan for coordinated or consolidated pretrial proceedings. The lawsuits transferred fall into three categories: (A) ERISA Actions One group of putative class action lawsuits, which are purportedly brought on behalf of participants in certain of Delphi and its subsidiaries' defined contribution employee benefit pension plans that invested in Delphi common stock, is brought under the Employee Retirement Income Security Act of 1974, as amended. The plaintiffs in the ERISA Actions allege, among other things, that the plans suffered losses as a result of alleged breaches of fiduciary duties under ERISA. The ERISA Actions were consolidated in October 2005 before one judge in the Eastern District of Michigan Court. The ERISA Actions were subsequently transferred to the Multi-district Litigation. On March 3, 2006, plaintiffs filed a consolidated class action complaint with a putative class period of May 28, 1999, to November 1, 2005. Delphi, which was previously named as a defendant in the ERISA Actions, was not named as a defendant in the Amended ERISA Action. The plaintiffs are not currently asserting claims against or seeking relief from Delphi in the Amended ERISA Action due to Delphi's bankruptcy filing, but have stated that they plan to proceed with claims against the Company in the ongoing bankruptcy cases, and will seek to name the Company as a defendant in the Amended ERISA Action if the bankruptcy stay is modified or lifted to permit such action. The defendants have sought dismissal of the Amended ERISA Action. (B) Securities Action A second group of putative class action lawsuits alleges, among other things, that Delphi and certain of its current and former directors and officers and others made materially false and misleading statements in violation of federal securities laws. The Securities Actions were consolidated in September 2005 before one judge in the U.S. District Court for the Southern District of New York. On September 30, 2005, the Court-appointed lead plaintiffs filed a consolidated class action complaint on behalf of a putative class consisting of all persons and entities who purchased or otherwise acquired publicly-traded securities of Delphi, including securities issued by Delphi Trust I and Delphi Trust II, during a putative class period of March 7, 2000, through March 3, 2005. The Amended Securities Action names several new defendants, including Delphi Trust II, certain former directors, and underwriters and other third parties, and includes securities claims regarding additional offerings of Delphi securities. The securities actions consolidated in the Southern District of New York -- and a related securities action filed in the U.S. District Court for the Southern District of Florida concerning Delphi Trust I -- were subsequently transferred to the Eastern District of Michigan as part of the Multi-district Litigation. The action is stayed against Delphi pursuant to the Bankruptcy Code, but is continuing against the other defendants. (C) Shareholder Derivative Actions The third group of lawsuits is comprised of shareholder derivative actions against certain current and former directors and officers of Delphi. In October 2005, following Delphi's bankruptcy filing, three of the four shareholder derivative actions were closed administratively without prejudice. Two of the three lawsuits that were closed were pending in the Circuit Court of Oakland County, Michigan, and the other was pending in the United States District Court for the Eastern District of Michigan. The plaintiff in the remaining shareholder derivative action has agreed to adjourn the defendants' time to respond without date. The two federal derivative actions were transferred to the Multi- district Litigation. Delphi also reports that the Company has received a demand from a shareholder that it consider bringing a derivative action against certain current and former directors and officers. Delphi notes that the Shareholder Derivative Actions and the shareholder demand are premised on allegations that certain of its directors and officers made materially false and misleading statements in violation of federal securities laws or of their fiduciary duties. Delphi says it has appointed a committee of the Board of Directors to consider the shareholder demand. That committee of the Board of Directors is still investigating the matter. Due to the preliminary nature of these lawsuits, Delphi says it is not able to predict with certainty the outcome of the litigation or the Company's potential exposure. In addition, because any recovery on allowed prepetition claims is subject to a confirmed plan of reorganization, the ultimate distribution with respect to allowed claims is not presently ascertainable. While it maintains directors and officers insurance subject to a $10,000,000 deductible, and has recorded a reserve in the amount of the deductible, Delphi says it cannot assure the extent of coverage or that the impact of any loss not covered by insurance or applicable reserves would not be material. Based in Troy, Mich., 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, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. 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. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000) EASY GARDENER: Court Sets August 14 as General Claims Bar Date -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set 4:00 p.m. E.T., on Aug. 14, 2006, as the deadline for creditors of Easy Gardener Products, Ltd., and its debtor-affiliates to file proofs of claim. The Court also set Oct. 17, 2006, as the deadline for governmental units to file their proofs of claim. Parties to contracts or leases, which were or will be rejected before July 6, 2006, should have their proofs of claim received by Aug. 14, 2006. Parties to contracts or leases, which will be rejected after July 6, 2006, have until 30 days after the Court's rejection order to file their proofs of claim. The proofs of claim must be filed with the Debtors' claim agent, Logan & Company, Inc., at: Logan & Company, Inc., Attn: Easy Gardener Claims Processing Department 546 Valley Road Upper Montclair, New Jersey 07043 Creditors who fail to have their proofs of claim received on or before the bar date are forever barred from asserting their claims. Headquartered in Waco, Texas, Easy Gardener Products, Ltd. (Pinksheets: EZGRP) -- http://www.easygardener.com/-- manufactures and markets a broad range of consumer lawn and garden products, including weed preventative landscape fabrics, fertilizer spikes, decorative landscape edging, shade cloth and root feeders, which are sold under various recognized brand names including Easy Gardener, Weedblock, Jobe's, Emerald Edge, and Ross. The Company and four of its affiliates filed for bankruptcy on April 19, 2006 (Bankr. D. Del. Case Nos. 06-10393 to 06-10397). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP represent the Debtors in their restructuring efforts. Young Conaway Stargatt & Taylor, LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for bankruptcy, they reported assets amounting to $103,454,000 and debts totaling $107,516,000. ECU SILVER: Inks $5 Million Refinancing Deal with IIG Capital ------------------------------------------------------------- ECU Silver Mining Inc. reached a definitive agreement with IIG Capital LLC pursuant to which the Company will refinance its current line of credit with IIG bearing interest at 15% per annum. Under the terms of the new agreement, the Company will issue to IIG a $5,000,000 convertible five-year debenture bearing interest at 8% per annum. If the Debenture is converted by IIG within the first two years following its issuance, it will be convertible into units, at a price of CDN$4.25 per Unit. Each Unit will consist of one Common Share of the Company and one-half of a Common Share purchase warrant, with each whole Purchase Warrant entitling IIG to acquire one Common Share at a price of CDN$5.00 at any time before the expiry of two years following the date of issuance of the Debenture. If the debenture is converted after the initial two years following its issuance, it will be convertible into Common Shares at a price of CDN$4.25 per Common Share. Subject to the approval of the TSX Venture Exchange, accrued and unpaid interest on the principal amount of the Debenture may be converted at the option of the Holder; provided that if the market price of the Common Shares at the time of the request for conversion is less than CDN$4.25, the Company may, at its discretion, pay such interest in cash instead of securities. If such conversion takes place within the first two years following the issuance of the Debenture, the interest will be convertible into units comprising of one Common Share and one-half of a Common Share purchase warrant exercisable for a period of two years following its issuance; thereafter, it will be convertible into Common Shares. The issuance price of the units and the Common Shares, as well as the exercise price of the purchase warrants, will be equal to the market price of the Common Shares at the time of conversion, less, in the case of the issuance prices of the units and the Common Shares, the maximum discount permitted by the TSX Venture Exchange. The remaining portion of the existing line of credit with IIG, being approximately $5,000,000, will be transformed into a one-year loan bearing interest at a rate of 10% per annum. "We would like to thank IIG for their continued confidence and support in our Company over the past eight years," noted Michel Roy, President and Chief Executive Officer of ECU Silver Mining Inc. The issuance of the Debenture is subject to approval of the TSX Venture Exchange. About ECU Silver Mining ECU Silver Mining Inc. (TSX VENTURE: ECU) -- http://www.ecu.ca/-- is a junior Gold, Silver, Zinc and Lead producer in the prolific mining district of Velardena, Mexico where historically over 500,000 ounces of gold and 250,000,000 ounces of silver have been mined. At Dec. 31, 2005, ECU Silver Mining's balance sheet showed a stockholders' deficit of CDN$416,372, compared to a deficit of CDN$3,426,901 at Dec. 31, 2004. EVANS INDUSTRIES: Files Disclosure Statement in Louisiana --------------------------------------------------------- Evans Industries, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a disclosure statement explaining its Chapter 11 Plan of Reorganization. Asset Purchase Agreement On March 22, 2006, the Debtor entered into Asset Purchase Agreement with Evans Manufacturing and Packaging LLC for $830,000. Under the Agreement, the Debtor was to file for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. The Debtor filed for protection and has, in conformity with the Agreement, filed its Plan and Disclosure Statement. A full-text copy of the Debtor's Asset Purchase Agreement is available for a fee at: http://www.researcharchives.com/bin/download?id=060718051630 Overview of the Plan The Plan contemplates the creation of New Evans and issuance of up to 85% of the membership interest in New Evans to Brewster Stalter in compensation for the capital in New Evans provided by Mr. Stalter. The remaining stock will be provided pro rata to creditors holding allowed general unsecured claims. On the Effective Date, Evans Manufacturing or New Evans will become the owner of all of the Debtor's assets not transferred to the Disbursing Agent. Treatment of Claims Under the Plan, all Administrative Claims, Allowed Priority Claims and Covenience Class Claims will be paid in full. On the Effective Date, New Evans will assume the Secured Claim of Frost National Bank, dba Frost Capital Group, including Frost's prepetition claim and the Frost DIP Loan Balance. Frost's liens will be attached to all assets transferred to New Evans as first priority, senior secured liens. If the assets are transferred to the Disbursing Agent in which Frost holds a lien, Frost's lien will be attached to assets and Frost will be paid all proceeds recovered on that assets. Pursuant to the Purchase Agreement, New Evans will assume the Secured Claims of: * GE Commercial Finance, * CIT Equipment Finance, * Sydney Longwell, * HSBC Business Credit (USA), Inc., * CitiCapital Commercial Corp. and * SpiritBank. All assets encumbered by the Secured Claim Holders will be transferred to New Evans. The Secured Claim Holders will receive an allowed General Unsecured Claim in an amount equal to the balance of their debts that are not assumed by New Evans. The Secured Claim of ASI Federal Credit Union/SBA will be paid in full within 30 days from the Effective Date of the Plan while Amegy Bank's Secured Claim will be paid in full within 90 days. The property encumbered by the Secured Claim of Janice Evans, Janice E. Hamilton, and Gary Hamilton will be sold. Creditors holding allowed 401(k) Claims will receive: a) the full amount of any unpaid, unmatched 401(k) contributions that would have been due under the 401(k) plan for the year 2001, without interest, within 90 days of the Effective Date of the Plan. b) the full amount of any unpaid, matching payments over 5 years under the 401(k) plan for the years 2002 and 2003, without interest. General Unsecured Claim Holders will be each issued by New Evans, in full and complete satisfaction of their claims, their Pro Rata share of the New Evans Membership Interest allocated for unsecured creditors. Equity Interest Holders will have their equity interests terminated on the Effective Date of the Plan. Headquartered in Harvey, Louisiana, Evans Industries, Inc. -- http://www.evansindustriesinc.com/-- manufactures and distributes steel drums. The company filed for chapter 11 protection on Apr. 25, 2006 (Bankr. E.D. La. Case No. 06-10370). Eric J. Derbes, Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC, represent the Debtor. C. Davin Boldissar, Esq., at Locke Liddell & Sapp, LLP, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets between $500,000 and $1 million and debts between $10 million and $50 million. FALCON AIR: Can Borrow $350,000 from Jetglobal on Interim Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Florida allowed Falcon Air Express, Inc., and MAJEL Aircraft Leasing Corp., to borrow $350,000 from Jetglobal, LLC, as debtor-in-possession financing on an interim basis. The Debtors will use the proceeds of the debtor-in-possession facility to fund working capital in their business and to potentially fund a plan of reorganization. The DIP Loan is payable in 12 months and earns 12% interest per annum. The DIP Lender has the option to convert its claim against the Debtors to 70% of the capital stock of the reorganized Debtors. The Debtors grants the DIP Lender superpriority administrative claim over their assets. Headquartered in Miami, Florida, Falcon Air Express, Inc. -- http://www.falconairexpress.net/-- is a small and low-cost airline company that provides charter service and renders foreign and U.S. carriers sub-services on schedules routes. The Debtor and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter 11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877 & 06-11878). Brian G. Rich, Esq., at Berger Singerman, P.A., represents the Debtors in their restructuring efforts. Peter D. Russin, Esq., and Michael S. Budwick, Esq., at Meland Russin & Budwick, P.A., represent the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $10 million and $50 million. FASHION SHOP: Section 341(a) Meeting Scheduled for September 7 -------------------------------------------------------------- The U.S. Trustee for Region 8 will convene a meeting of Fashion Shop of Kentucky Inc.'s creditors at 2:00 p.m., on Sept. 7, 2006, at Room 509 (Use 6th Street Elevators), 601 West Broadway in Louisville, Kentucky. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Louisville, Kentucky, Fashio Shop of Kentucky Inc. retails fashion accessories and women's apparel. The Company filed for chapter 11 protection on July 10, 2006 (Bankr. W.D. Ky. Case No. 06-31697). David M. Cantor, Esq., at Seiller Waterman LLC, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets between $10 million and $50 million and debts between $1 million and $10 million. FASHION SHOP: Taps Seiller Waterman as Bankruptcy Counsel --------------------------------------------------------- Fashion Shop of Kentucky Inc. ask the U.S. Bankruptcy Court for the Western District of Kentucky for permission to employ Seiller Waterman LLC, as its bankruptcy counsel. Seiller Waterman will: a. give legal advice with respect to Debtor's powers and duties as debtor-in-possession in the continued operations of its business and management of its properties; b. take all necessary action to protect and preserve Debtor's estate, including the prosecution of actions on behalf of Debtor, the defense of any actions commenced against Debtor, negotiations concerning all litigation in which Debtor is involved, if any, and objecting to claims filed against Debtor's estate; c. prepare on behalf of Debtor, as debtor-in-possession, all necessary motions, answers, orders, reports and other legal papers in connection with the administration of Debtor's estate; and d. perform any and all other legal services for Debtor, as debtor-in-possession, in connection with the Dbetor's Chapter 11 case and the formulation and implementation of The Debtor's Chapter 11 Plan. David M. Cantor, Esq., at Seiller Waterman, tells the Court that the firm has received a $50,000 retainer for this engagement. Mr. Cantor assures the Court that his firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Louisville, Kentucky, Fashio Shop of Kentucky Inc. retails fashion accessories and women's apparel. The Company filed for chapter 11 protection on July 10, 2006 (Bankr. W.D. Ky. Case No. 06-31697). David M. Cantor, Esq., at Seiller Waterman LLC, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets between $10 million and $50 million and debts between $1 million and $10 million. FLEET ENTERPRISES: Posts $28.4MM Net Loss in FY Ended Apr. 30 ------------------------------------------------------------- Fleetwood Enterprises, Inc. (NYSE: FLE) disclosed financial results for the fiscal 2006 fourth quarter and full year ended April 30, 2006. Consolidated revenues from continuing operations for the fourth quarter of fiscal 2006 improved 8% to $602.6 million from $560.2 million in the prior year's fourth quarter. The Company generated income from continuing operations of $2.8 million versus incurring a loss from continuing operations of $55.8 million in the fourth quarter of the prior year. Net income for the quarter, which included results from discontinued operations, was $1.7 million compared to a net loss of $120.5 million in the fourth quarter of the prior year. For fiscal year 2006, consolidated revenues from continuing operations increased 2% to $2.43 billion from $2.37 billion in the prior year. Fleetwood's loss from continuing operations narrowed sharply to $6.1 million from $72.6 million in fiscal 2005. The net loss for fiscal 2006 also was reduced significantly to $28.4 million from a net loss of $161.5 million in the prior year. "Fleetwood's improved results reflect many factors, not the least of which is our successful restructuring effort," said Elden L. Smith, president and chief executive officer. "The effects of empowering our associates to make decisions closer to the customer are becoming more apparent in improved designs, sales, product quality, service, and morale. Although the markets for motor homes and manufactured housing are currently sluggish, we are confident that we have the correct structure to react quickly to market changes and to continue to enhance our operations." Fleetwood's consolidated operating income for the fourth quarter was $8.3 million versus an operating loss of $49.1 million in the prior year. Overall, the Company generated operating income of $29.5 million in fiscal 2006 versus an operating loss of $43.5 million in the prior year. Discontinued Operations Fleetwood's former manufactured housing retail and finance operations have been classified as discontinued operations since the fourth quarter of fiscal 2005. The loss from discontinued operations was $1.2 million in the fourth quarter of fiscal 2006, compared with a loss of $64.6 million in the prior year. The fiscal 2005 fourth quarter loss included a non-cash charge of $51.1 million to record the impairment of assets held for sale at their estimated fair market value less costs to sell. For the full year, the loss from discontinued operations was $22.4 million in fiscal 2006, compared with a loss of $88.9 million in the prior year. Balance Sheet Changes Fleetwood's cash and marketable investment holdings grew by $100.4 million during the current fiscal year to $145.9 million at April 30, 2006. In the same period, total debt, including accrued interest, declined by $158.5 million. The majority of the decline related to payment of the deferred distributions on the Company's 6% convertible trust preferred securities, lower borrowings on the secured credit facility and the elimination of $78.4 million of debt related to Fleetwood's discontinued operations. About Fleetwood Enterprises Headquartered in Riverside, California, Fleetwood Enterprises, Inc. -- http://www.fleetwood.com/-- produces recreational vehicles and manufactured homes. Fleetwood operates facilities strategically located throughout the nation, including recreational vehicle, manufactured housing and supply subsidiary plants. * * * Fleetwood Enterprises' 5% convertible senior subordinated debentures due 2023 carries Standard & Poor's Ratings Services B- rating. FOUNDATION COAL: Units Complete $835 Million Senior Secured Loan ---------------------------------------------------------------- The affiliates of Foundation Coal Holdings, Inc. have completed an $835 million Senior Secured Credit Facility to replace an existing Senior Secured Credit Facility. The new facility, which includes more favorable pricing and flexibility, is a five-year $335 million Term Loan A and a five-year $500 million revolving credit facility. The facility being replaced consisted of $335 million of Term Loans and a $350 million revolving credit facility. The new revolving credit facility is undrawn except for letters of credit as of July 10, 2006. The new revolving credit facility will be used for general corporate purposes including working capital, capital expenditures and letters of credit. The annual pre-tax benefits of the re-pricing are expected to be approximately $4 million. Approximately $9.5 million of non-cash unamortized debt issuance costs associated with the existing Senior Secured Credit Agreement are expected to be written-off in the third quarter. "Foundation Coal's track record of earnings and cash flow generation gives the financial community continued confidence in the company and offers us the opportunity to increase our financial flexibility to capitalize on future growth and investment opportunities while reducing our borrowing costs," said Frank J. Wood, chief financial officer. Citigroup Global Markets, Inc. acted as sole syndication agent, sole lead arranger, and sole book manager for the facility. Citicorp North America, Inc. serves as Administrative Agent and Collateral Agent. Bank of America, N.A., LaSalle Bank National Association, PNC Bank National Association, and The Royal Bank of Scotland plc serve as co-documentation agents. There are 25 lending institutions in the syndicate. About Foundation Coal Based in Linthicum Heights, Maryland, Foundation Coal Holdings, Inc. (NYSE:FCL) -- http://www.foundationcoal.com/-- through its affiliates, is a major U.S. coal producer with 13 coalmines and related facilities in Pennsylvania, West Virginia, Illinois, and Wyoming. Through its subsidiaries Foundation Coal employs 3,000 people and produces 70 million tons annually, largely for utilities generating electricity. * * * As reported in the Troubled Company Reporter on March 3, 2006, Standard & Poor's Rating Services revised its outlook on Linthicum Heights, Maryland-based Foundation Coal Corp. to positive from stable. At the same time, Standard & Poor's affirmed its 'BB-' corporate credit rating and 'B' senior unsecured debt rating on the company. In addition, Standard & Poor's affirmed its 'BB-' bank loan rating and raised its recovery rating to '2' from '4' on Foundation's $685 million secured credit facility. The facility consists of a $350 million revolving credit facility maturing in 2009; and a $335 million term loan B facility maturing in 2011. The 'BB-' bank loan rating and the '2' recovery rating indicate a substantial expectation of recovery of principal in the event of a payment default. HERTZ CORP: Parent IPO Prompts S&P to Hold Negative Watch --------------------------------------------------------- Standard & Poor's Ratings Services held its ratings on Hertz Corp., including the 'BB-' corporate credit rating, on CreditWatch with negative implications, where they were placed on June 26, 2006. The initial CreditWatch placement was based on potential incremental debt at Hertz, the sole operating entity of Hertz Global Holdings Inc., in a plan to fund a dividend of approximately $1 billion to its shareholders; this was completed on June 30, 2006. "The CreditWatch update follows Friday's filing of an S-1 for an IPO by Hertz Global Holdings, the indirect parent company of Hertz," said Standard & Poor's credit analyst Betsy Snyder. "Proceeds are expected to be used to pay off the $1 billion loan to fund the dividend." Standard & Poor's will review the progress of the IPO and, if the IPO is successful, its effect on Hertz's financial profile, to resolve the CreditWatch. The ratings on Park, Ridge, New Jersey-based Hertz Corp. reflect: * a weakened financial profile after the successful completion of its $14 billion acquisition; * reduced financial flexibility; and * the price-competitive nature of on-airport car rentals and equipment rentals. Ratings also incorporate the company's position as the largest global car rental company and the strong cash flow its businesses generate. Hertz was acquired from Ford Motor Co. by Clayton, Dubilier & Rice Inc., The Carlyle Group, and Merrill Lynch Global Private Equity in December 2005. The acquisition, which added over $2 billion of debt to Hertz's balance sheet, has resulted in an increase in its borrowing costs, and credit ratios have weakened from their previous relatively healthy levels. In addition, the company's historically strong financial flexibility has declined somewhat, with around two-thirds of its tangible assets now secured, compared to around 10% previously. Hertz, the largest global car rental company, participates primarily in the on-airport segment of the car rental industry. This segment, which generates approximately 69% of Hertz's consolidated revenues, is heavily reliant on airline traffic. Demand tends to be cyclical, and can also be affected by global events such as wars, terrorism, and disease outbreaks. Hertz has also grown its off-airport business (12% of consolidated revenues), the segment of the car rental business that is less cyclical and more profitable, but which is dominated by 'A-' rated Enterprise Rent-A-Car Co. Through its Hertz Equipment Rental Corp. subsidiary (HERC, 18% of consolidated revenues), Hertz also operates one of the larger industrial and construction equipment renters in the U.S., along with some European locations. This market had been depressed for several years due to the weak economy and overexpansion by several market participants, but has experienced improving trends since 2004 as market participants reduced their capacity growth and demand strengthened. IMC INVESTMENT: Taps Hance Scarborough as Bankruptcy Counsel ------------------------------------------------------------ IMC Investment Properties, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas for permission to employ Hance Scarborough Wright Ginsberg & Brusilow, LLP, as its bankruptcy counsel. Hance Scarborough will: (a) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; (b) prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtor's estate; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The Debtor tells the Court that the firm's professionals and paraprofessionals bill: Professional Designation Hourly Rate ------------ ----------- ----------- Frank Wright, Esq. Member $500 E. P. Keiffer, Esq. Member $400 Keith Miles Aurzada, Esq. Member $350 Ashley Ellis, Esq. Member $350 Shawn Brown, Esq. Member $325 William Burke, Esq. Of Counsel $350 Paraprofessionals Hourly Rate ----------------- ----------- John Lajoie $110 Betty Wallace $85 Guadalupe M. Rojas $85 Deborah Andreacchi $85 Medrith Rhotenberry $50 Keith Miles Aurzada, Esq., at Hace Scarborough, assures the Court that his firm does not hold or represent any interest adverse to the Debtor or its estate. Mr. Aurzada can be reached at: Keith Miles Aurzada, Esq. Hance Scarborough Wright Ginsberg & Brusilow, LLP 1401 Elm Place, Suite 4750 Dallas, Texas 75202 Tel: (214) 651-6500 Fax: (214) 744-2615 http://www.hswllp.com/ Headquartered Dallas, Texas, IMC Investment Properties, Inc., filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex. Case No. 06-32754). Edwin Paul Keiffer, Esq., and Keith Miles Aurzada, Esq., at Hance Scarborough Wright Ginsberg and Brusilow, LLP, represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. IMC INVESTMENT: Wants Until Aug. 4 to File Schedules and Statement ------------------------------------------------------------------ IMC Investment Properties, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to extend, until Aug. 4, 2006, the deadline to file its Schedules of Assets and Liabilities and Statement of Financial Affairs. The Debtor tells the Court that although it has been diligently compiling the information required for the Schedules and Statements, its attorneys have not had the opportunity to review the accuracy or completeness of the information. The Debtor contends that it needs additional time to finalize and complete its Schedules and Statements. Headquartered Dallas, Texas, IMC Investment Properties, Inc., filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex. Case No. 06-32754). Edwin Paul Keiffer, Esq., and Keith Miles Aurzada, Esq., at Hance Scarborough Wright Ginsberg and Brusilow, LLP, represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. INSIGNIA SOLUTIONS: Hires George Monk as Chief Financial Officer ---------------------------------------------------------------- Insignia Solutions plc employed George Monk as Chief Financial Officer. The Company disclosed that Mr. Monk will be paid an annual salary of $240,000 and is eligible to participate in its insurance benefit plans and is also eligible to receive a bonus targeted at forty percent of his annual salary. The Company further disclosed that upon re-listing of its shares on the NASDAQ Capital Market, Mr. Monk's annual salary will be increased to $250,000 and his target bonus will be increased to 50% of his annual salary and Mr. Monk will also be granted an option to purchase 600,000 shares of the Company's ordinary shares. The Company reported that from May 2, 2006 until July 9, 2006, Mr. Monk served as its financial advisor. Mr. Monk previously served as an independent financial consultant to various companies from September 2005 to April 2006 and as Acting Chief Financial Officer at Macrovision Corporation from January 2005 to September 2005. Mr. Monk holds a B.S. in Mechanical Engineering from Leeds University in England and is an English Chartered Accountant. Headquartered in Fremont, California, Insignia Solutions PLC -- http://www.insignia.com/-- enables mobile operators and terminal manufacturers to manage a growing, complex and diverse community of mobile devices. Insignia Device Management Suite is a complete standard-based mobile device management offering, which includes client provisioning technologies supported by most of the mobile devices in the past, OMA-DM based technology used by current mobile devices and future OMA-DM based technologies. Going Concern Doubt Burr, Pilger & Mayer LLP in Palo Alto, Calif., raised substantial doubt about Insignia Solutions plc's ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended Dec. 31, 2005, and 2004. The auditor pointed to the Company's recurring operating losses, stockholders' deficiency and accumulated deficit. INTERSTATE BAKERIES: Inks 7th Amendment to JPMorgan DIP Pact ------------------------------------------------------------ In a regulatory filing with the Securities and Exchange Commission, Ronald B. Hutchison, executive vice president and chief financial officer of Interstate Bakeries Corporation, discloses that the Debtors have entered into a Seventh Amendment to the DIP Agreement with JPMorgan Chase Bank, as administrative agent and collateral agent for the Lenders, on June 28, 2006. The Seventh Amendment extends the period during which the Debtors' compliance with the minimum cumulative Consolidated EBITDA covenant is suspended. Pursuant to the Seventh Amendment, the Suspension Period is extended from the fiscal period ending June 3, 2006, to the fiscal period ending July 29, 2006. Accordingly, during the Suspension Period, the Debtors will not be required to comply with the cumulative Consolidated EBITDA covenant levels as provided in the DIP Agreement. Mr. Hutchinson relates that without the Seventh Amendment, the Debtors would likely not have met the required cumulative Consolidated EBITDA level for the current fiscal period ending July 1, 2006, and would have been in default under the DIP Agreement and thus, unable to borrow or issue letters of credit. A full-text copy of the Seventh Amendment is available for free at http://ResearchArchives.com/t/s?ddc Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh baked bread and sweet goods, under various national brand names, including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R), Merita(R) and Drake's(R). The Company employs approximately 32,000 in 54 bakeries, more than 1,000 distribution centers and 1,200 thrift stores throughout the U.S. The Company and seven of its debtor-affiliates filed for chapter 11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due August 15, 2014 on August 12, 2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000) J. CREW GROUP: Successful IPO Prompts S&P to Upgrade Ratings ------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on specialty apparel retailer J. Crew Group Inc., including its corporate credit rating to 'B+' from 'B'. The rating on subsidiary J. Crew Operating Corp.'s $285 million secured term loan was raised to 'B+', the same as the corporate credit rating, from 'B', with a '3' recovery rating indicating the expectation for meaningful (50%-80%) recovery of principal in the event of payment default or bankruptcy. All ratings are removed from CreditWatch with positive implications, where they were placed on Aug. 19, 2005. The outlook is stable. New York City-based J. Crew has total funded debt outstanding of about $250 million. "The upgrade follows J. Crew's successful IPO that raised about $432 million, and the subsequent reduction in debt leverage," said Standard & Poor's credit analyst Ana Lai. J. Crew used proceeds from the IPO, along with the sale of about $73.5 million of its common stock to Texas Pacific Group, to: * redeem outstanding cumulative preferred stock; * pay accrued dividend on the preferred stock; and * prepay about $35 million in bank debt. As a result, pro forma debt leverage improved, with total debt to EBITDA declining to about 3.6x from over 6x for the 12 months ended April 29, 2006. In addition, the recapitalization streamlined the company's capital structure and enhanced financial flexibility. The rating reflects: * J. Crew's participation in the intensely competitive apparel retailing industry; * the inherent volatility and seasonality of the apparel business; and * a short track record of performance at the current level. J. Crew has made substantial progress in turning around its operating performance for the past several quarters. This reflects management's successful merchandising initiative and operating discipline. Comparable-store sales rose 11.6% in the first quarter ended April 29, 2006, while direct sales increased 11.4%. JOANN LEVINSON: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Joann M. Levinson 3397 Silverton Avenue Wantagh, New York 11793 Bankruptcy Case No.: 06-71655 Type of Business: The Debtor previously filed for chapter 11 protection on December 5, 2005 (Bankr. E.D.N.Y. Case No. 05-701600). The Debtor owns the Three Maples, Inc., which filed for chapter 11 protection on December 13, 2005 (Bankr. E.D.N.Y. Case No. 05-70200). Chapter 11 Petition Date: July 17, 2006 Court: Eastern District of New York (Central Islip) Debtor's Counsel: Michael J. Macco, Esq. Macco & Stern, LLP 135 Pinelawn Road, Suite 120 South Melville, New York 11747 Tel: (631) 549-7900 Fax: (631) 549-7845 Estimated Assets: $500,000 to $1 Million Estimated Debts: $1 Million to $10 Million Debtor's 15 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Banco Popular $400,000 P.O. Box 4502 Oak Park, IL 60303 Long Island Development Corp. $260,000 45 Seaman Avenue Bethpage, NY 11714 Jerry Kleinfelder $30,000 134 New Hampshire Avenue Massapequa, NY 11578 MMCA $11,400 Mitsubishi Motors Credit Barbara and Arnim Jagnow $7,000 Jurbran O-Day and Co. $5,000 Hungerfords Clark Funeral Home $5,000 Keyspan Energy Delivery $3,700 LIPA $3,850 South Shore Heart Associates $2,110 Spence & Davis, LLP $2,000 New York Water $700 Keyspan Energy Delivery $700 Capital One $550 Office of the U.S. Trustee $500 JOURNAL REGISTER: Earns $12.3 Million in Quarter Ended June 25 -------------------------------------------------------------- Journal Register Company reported adjusted net income of $12.3 million for the quarter ended June 25, 2006, compared to net income of $15.4 million for the quarter ended June 26, 2005. The Company's 2006 second quarter adjusted net income was adjusted to exclude a special item related to a one-time charge for a non- compete/separation arrangement of $2.5 million after tax. The Company's reported net income, including the special item, was $9.8 million for the quarter ended June 25, 2006. Chairman and CEO Robert M. Jelenic stated, "We are pleased to report solid financial results during the second quarter in light of the continued impact the automotive industry has had on the local economies in our Michigan and Greater Cleveland clusters. Our performance was driven by continued strong results in our online operations, including the results of JobsInTheUS and diligent cost controls." Mr. Jelenic added, "We also continued to generate significant free cash flow, which was $16.1 million, or $0.41 per diluted share, for the second quarter of 2006." Total revenues for the quarter ended June 25, 2006 were $142.2 million, as compared to total revenues of $145.9 million for the second quarter of 2005. The Company had $739.8 million of net debt outstanding as of June 25, 2006, reflecting a decline from $745 million outstanding as of the first quarter 2006. The Company's capital expenditures in the second quarter were $7.3 million, including $1.9 million for costs in connection with the build-out of the Mount Clemens, Michigan press and mailroom facility anticipated to be completed in midyear 2007. As of July 12, 2006, the Company had repurchased 2,924,437 shares of its common stock since the Company recommenced its share buyback program in April 2005, including 1,209,137 shares purchased during fiscal 2006. The Company had approximately 39.2 million shares of common stock outstanding as of July 12, 2006. Based in Trenton, New Jersey, Journal Register Company (NYSE:JRC) -- http://www.journalregister.com/-- owns 27 daily newspapers, including the New Haven Register, and 365 non-daily publications. Journal Register Company currently operates 222 individual Web sites that are affiliated with the Company's daily newspapers, non-daily publications and its recently acquired network of employment Web sites. All of the Company's operations are clustered in seven geographic areas: Greater Philadelphia; Michigan; Connecticut; Greater Cleveland; New England; and the Capital-Saratoga and Mid-Hudson regions of New York. The Company owns JobsInTheUS, a network of seven premier employment Web sites in New England and has an investment in PowerOne Media, LLC, a provider of online solutions for newspapers. * * * As reported in the Troubled Company Reporter on June 21, 2006, Standard & Poor's Ratings Services placed its ratings on Journal Register Co., including the 'BB' corporate credit rating, on CreditWatch with negative implications. The Company had about $750 million of debt outstanding at March 2006. As reported in the Troubled Company Reporter on Feb. 28, 2006, Moody's Investors Service assigned a Ba2 rating to Journal Register Company's $1 billion senior secured credit facilities. In addition, Moody's changed the rating outlook to negative from stable. Journal Register carries Moody's Ba2 Corporate Family Rating. KMART CORP: Agrees with Wallace to Stay Proceedings Until Aug. 31 ----------------------------------------------------------------- In November 2005, the U.S. Bankruptcy Court for the Northern District of Illinois signed an agreed case management order between Kmart Corp. and Martin Wallace, wherein certain dates were set for the parties to: * complete class certification discovery; * identify expert witnesses; and * complete expert discovery. After rendering its final decision as to class certification, the Court set a further scheduling conference. In April 2006, the Court signed a stipulation vacating the dates set in the Agreed Case Management Order and staying the proceedings in the action until June 1, 2006, after which the parties agreed to submit a further proposed management order. The Stipulation was entered into to allow the parties adequate time to resolve the matter and the related case of Shirley Clarkson against Kmart, which is pending in the Superior Court of the State of California for the County of San Diego. In May 2006, the parties participated in mediation before Mediator Mark Rudy. The case was not settled at the mediation. However, the parties accepted the mediators' proposed bracket within which they continued their settlement negotiations with the assistance of the mediator. The parties want to continue their efforts to informally resolve the matter. In a Court-approved stipulation, the parties agree: -- to further stay all proceedings in the action through Aug. 31, 2006; -- not to serve any written discovery or deposition notices on or before Aug. 31, 2006; -- not to file any further requests on or before August 31; -- that the status hearing is continued to a later date; and -- if the matter is not settled, the parties will deliver to the Court an amended agreed case management order by Sept. 22, 2006. On Sept. 28, 2001, Mr. Wallace filed a lawsuit against Kmart in the Superior Court of California for the County of Los Angeles. The lawsuit sought certification of a putative class of Kmart assistant store managers who were misclassified as exempt from California wage and hour laws and overtime requirements. The California Lawsuit alleged three causes of action seeking: (1) recovery for unpaid wages, penalties, pre-judgment interest, and waiting time penalties, and attorney's fees and costs; (2) an order enjoining Kmart from engaging in the alleged unlawful practices, restitution of all money due to the putative class members, an order declaring that Kmart's actions were unlawful, an accounting to determine the amount of money owed to each affected employee, and an order requiring Kmart to identify each employee who worked for the company for four years prior to the filing of the lawsuit through time of judgment; and (3) amounts converted by Kmart, plus interest, and punitive and exemplary damages. Kmart has denied the allegations. Due to Kmart's bankruptcy filing, the California Lawsuit was dismissed. Mr. Wallace subsequently filed a prepetition claim asserting the same allegations against Kmart and seeking $55,315,740 in damages for the period from Sept. 28, 1997, through Jan. 22, 2002. Mr. Wallace also filed an administrative claim seeking $19,905,030 in damages for the period from Jan. 22, 2003, through May 6, 2003. About Kmart Corp. Headquartered in Troy, Michigan, Kmart Corporation nka KMART Holding Corporation -- http://www.bluelight.com/-- operates approximately 2,114 stores, primarily under the Big Kmart or Kmart Supercenter format, in all 50 United States, Puerto Rico, the U.S. Virgin Islands and Guam. The Company filed for chapter 11 protection on January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474). Kmart emerged from chapter 11 protection on May 6, 2003. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on Jan. 27, without complaint by the Department of Justice. (Kmart Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service, Inc., 215/945-7000) KMART CORP: Says Settlement Pacts with Rudmann, et al. Were Done ---------------------------------------------------------------- Kmart Corp. asks the U.S. Bankruptcy Court for the Northern District of Illinois to deny the request of John Miceli and Juan Reyes' counsel, Max Rudmann, Esq., in Boca Raton, Florida, because of his failure to allege any specific injury or damage to him or to his claimants, based on Kmart's inadvertent sending of the checks directly to Messrs. Miceli and Reyes. William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP, in Chicago, Illinois, relates that once Kmart realized that the checks were directly mailed to Messrs. Miceli and Reyes, Kmart's counsel expressed its willingness to resolve problems related to fees possibly owing to Mr. Rudmann from the checks. Instead of advising Kmart's counsel of any specific issues, however, Mr. Rudmann filed its Motion to Enforce Pacts. Mr. Barrett informs the Court that the settlement agreements have been complied with, and there is nothing left to enforce. Kmart Wants Rudmann Sanctioned Pursuant to Rule 9011 of the Federal Rules of Bankruptcy Procedure, Kmart asks the Court to impose sanctions against Mr. Rudmann. Mr. Barrett asserts that Mr. Rudmann falsely asserted that Kmart's counsel has violated Sections 4.2 and 8.4 of the Illinois Rules of Professional Conduct. Mr. Barrett discloses that when it became apparent to Kmart that the checks were mistakenly sent, Kmart's counsel e-mailed Mr. Rudmann but he did not respond. Kmart's counsel followed up on June 1, 2006, asking Mr. Rudmann of any specific issues with respect the handling of the checks. "Rudmann might have responded to either message by asserting that he had a lien against the payments made to his client for the payment of his fee, but in fact he did not respond to Kmart's queries," Mr. Barrett explains. Mr. Barrett contends that Mr. Rudmann's allegations are patently untrue. Neither Mr. Barrett nor any partner at Barrack Ferrazzano has had any contact with Mr. Rudmann's clients, Mr. Barrett explains. Mr. Rudmann also does not allege facts showing the purported "contacts" to support his accusations but relies entirely on the fact that Kmart mailed checks to two of his clients. Under Rule 9011, every attorney that signs a pleading represents to the Court that: (i) the pleading is not being presented for any improper purpose, like to harass; (ii) the claims and contentions are warranted by existing law or by a non-frivolous argument for the extension of existing law; and (iii) the factual allegations have evidentiary support. Mr. Barrett points out that Mr. Rudmann's request fails to meet the requirements of Rule 9011 because: -- there are no facts alleged or that could be proven to support the allegation that Kmart's counsel has had ex-parte communication with his clients; -- there is no law that would punish an attorney for his client mailing a check to the wrong address; and -- the purpose of Mr. Rudmann's request is solely to harass Kmart's counsel. Moreover, Mr. Barrett asserts that Mr. Rudmann's conduct is not only harassing and malicious, it is entirely unnecessary in light of Kmart's willingness to consider resolving any problem. Kmart seeks an award to compensate for the full costs of bringing its request for sanctions, and in responding to Mr. Rudmann's request. Kmart also seeks further monetary sanction sufficient to "deter repetition of such conduct or comparable conduct by other similarly situated." In 2004, Messrs. Miceli and Reyes entered into separate settlement agreements with Kmart resolving their claims for employment discrimination and violations of the Federal Medical Leave Act. The Court signed the agreed orders approving the settlement agreements. Mr. Rudmann told the Court that each agreement was based on the understanding that settlement checks would be sent to him on May 6, 2006. However, payments were issued directly to Messrs. Miceli and Reyes on May 13, 2006, in direct violation of Illinois Supreme Court Rules of Professional Conduct 4.2. Rule 4.2 states that during the course of representing a client, a lawyer will not communicate or cause another to communicate on the subject of the representation with a party the lawyer knows to be represented by another lawyer in that matter unless the first lawyer has obtained the prior consent of the lawyer representing the other party, or as may otherwise be authorized by law. Kmart also did not follow customary practice which dictates that settlement payments be issued in the client's and attorney's names and sent to the attorney for deposit in a client trust account to be distributed in accord with the retainer contract between the Attorney and Client, Mr. Rudmann complained. The agreements incorporate the provision that Kmart and its counsel would abide by Rule 4.2, and customary practice regarding payment of settlements. Despite Kmart awareness of Mr. Rudmann's representation, Kmart breached the agreements. Mr. Rudmann asked the Court to enforce the settlement agreements and: (1) direct Kmart to: * stop payment on the checks issued to Messrs. Miceli and Reyes; and * re-issue the checks -- this time properly addressed to him and Messrs. Miceli and Reyes; (2) issue sanctions against Kmart's counsel for violations of the Rules of Professional Conduct; and (3) award him attorney's fees and costs. After filing his request with the Court, Mr. Rudmann sought to resolve the issues with Messrs. Miceli and Reyes. Mr. Reyes duly remitted attorneys' fees to Mr. Rudmann. The matter is, therefore, fully resolved as to Mr. Reyes. However, Mr. Rudmann was not able to resolve his issues with Mr. Miceli. About Kmart Corp. Headquartered in Troy, Michigan, Kmart Corporation nka KMART Holding Corporation -- http://www.bluelight.com/-- operates approximately 2,114 stores, primarily under the Big Kmart or Kmart Supercenter format, in all 50 United States, Puerto Rico, the U.S. Virgin Islands and Guam. The Company filed for chapter 11 protection on January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474). Kmart emerged from chapter 11 protection on May 6, 2003. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on Jan. 27, without complaint by the Department of Justice. (Kmart Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service, Inc., 215/945-7000) LOS OSOS: May File for Bankruptcy If Can't Find Funds to Pay Debt ----------------------------------------------------------------- The Los Osos Community Service District is mulling filing for Chapter 9 protection under the Bankruptcy Code as a deadline to pay for its $1.7 million debt looms, Abraham Hyatt at Tribune News reports. District board President Lisa Schicker said that they only have two months to decide whether to file for bankruptcy. Officials disclosed they don't know how they can pay bills with their existing funds. The District has $1.3 million in cash to pay for $1.7 million of its bills due by October, short by $400,000. The District has more than $40 million in outstanding debts. Interim General Manager Dan Bleskey says negotiations with creditors will be pursued if the District can't find funds to pay obligations when they come due. Purpose of Municipal Bankruptcy The purpose of chapter 9 is to provide a financially distressed municipality protection from its creditors while it develops and negotiates a plan for adjusting its debts. Reorganization of the debts of a municipality is typically accomplished either by extending debt maturities, reducing the amount of principal or interest, or refinancing the debt by obtaining a new loan. Although similar to other chapters in some respects, chapter 9 is significantly different in that there is no provision in the law for liquidation of the assets of the municipality and distribution of the proceeds to creditors. Such a liquidation or dissolution would undoubtedly violate the Tenth Amendment to the Constitution and the reservation to the states of sovereignty over their internal affairs. Los Osos Community Service District covers 7.62 square miles of land and is located in San Luis Obispo County, California. The community is approximately 208 miles north of Los Angeles and 244 miles south of San Francisco. * * * As reported in the Troubled Company Reporter on April 19, 2006, Standard & Poor's Ratings Services lowered its underlying rating (SPUR) to 'CCC' from 'BB' on Los Osos Community Services District Wastewater Assessment District No. 1, Calif.'s limited obligation improvement bonds, based on concern regarding the numerous lawsuits and fines the district is facing. The outlook is negative. "The rating action reflects both the heightened concern and uncertainty related to the numerous lawsuits and fines currently facing the district and the district's questionable ability to pay any such settlements, as well as the expectation of a considerable time period before the lawsuit outcomes are finalized, which adds additional uncertainty," Standard & Poor's credit analyst Paul Dyson said. MAPCO EXPRESS: Moody's Rates Proposed $50 Million Add-On at B2 -------------------------------------------------------------- Moody's Investors Service rated the proposed $50 million add-on to the secured revolving credit facility of MAPCO Express, Inc. at B2, and affirmed the corporate family and existing bank loan ratings at B2. MAPCO operates and licenses convenience stores in the Southeastern U.S. Proceeds from the new debt, together with $23 million of incremental equity from the holding company Delek U.S. Holdings, Inc., will finance the purchase of 40 convenience stores from Fast Petroleum in and around Chattanooga, Tennessee for $42 million plus inventory. MAPCO also continues to work towards obtaining third-party consents to acquire an additional three stores from Fast Petroleum. The ratings anticipate that gasoline profitability will retreat to a normalized level following unprecedented highs during 2005. The rating outlook is stable. These rating is assigned: * $ 50 million add-on to the secured revolving credit facility at B2. These ratings are affirmed: * $ 70 million secured revolving credit facility at B2, * $165 million secured term loan at B2, * Corporate family rating at B2. Affirmation of the corporate family rating at B2 for MAPCO reflects that the credit metrics and operational risks remain consistent with a B-rated retail company following the pending purchase of 43 convenience stores in and around Chattanooga, Tennessee and the associated increase in the revolving credit facility commitment by $50 million. Weighting down the overall rating with B characteristics are MAPCO's aggressive financial policy in which the company is expanding through debt financed acquisitions, certain weak credit metrics for retained cash flow and free cash flow, the company's geographic concentration, and the intensely competitive nature of the convenience store industry. Delek U.S. carried out an initial public offering in May 2006, with proceeds used to repay intracompany debt to Delek Group LTD and to provide funds for future growth. The ratings also recognizes certain qualitative aspects of the company's franchise that have low investment grade or high non-investment characteristics such as the relative lack of cash flow seasonality and the company's important market position in and around a few Tennessee, Alabama, and Virginia metro areas. The refinery owned by Delek U.S. has a separate financial structure from MAPCO's convenience stores so MAPCO is rated on a stand-alone basis. The stable rating outlook reflects Moody's expectation that the company's financial profile will progress as: (1) front-end average unit volume and operating profit grow from appealing new products, (2) gasoline volume and cents per gallon profit remain healthy, and (3) a portion of discretionary cash flow is used to improve the balance sheet. The ratings are not based on the expectation that high gasoline profitability during the latter half of 2005 will become the norm. Ratings could fall if credit metrics weaken such that leverage rises above 6 times or EBIT to interest expense falls below 1 time, if free cash flow remains negative for reasons such as declines in operating profitability or high levels of capital expenditures, or if the company makes a sizable debt-financed acquisition. Ratings could eventually move upward if the system profitability expands both from new store development and existing store performance, if financial flexibility sustainably strengthens such that EBIT coverage of interest expense approaches 2 times, leverage falls toward 5 times, and Free Cash to Debt rises to exceed 5%, and the company achieves satisfactory returns on investment with the ongoing acquisition and development program. MAPCO Express, Inc., with headquarters in Franklin, Tennessee, operates 349 convenience stores in Tennessee, Alabama, Virginia, and adjoining states. As a result of the pending transaction, the company will acquire 40 additional locations around Chattanooga, Tennessee. The Israeli conglomerate Delek Group LTD ultimately owns approximately 80% of the company's equity through Delek US Holdings, Inc. Revenue for the four quarters ending March 31, 2006 equaled almost $1.2 billion. MASTERCRAFT INTERIORS: Panel Hires Platzer as Bankruptcy Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in Mastercraft Interiors Ltd. and Kimels of Rockville Inc.'s chapter 11 cases obtained authority from the U.S. Bankruptcy Court for the District of Maryland to retain Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP as their bankruptcy counsel. Platzer Swergold expected to: a. assist and advise the Committee in its consultation with the Debtors relative to the administration of the Debtors' cases; b. attend meetings and negotiate with the representatives of the Debtors; c. assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; d. assist the Committee in the review, analysis and negotiation of any plan of reorganization filed and to assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any plan of reorganization; e. assist the Committee in the review, analysis and negotiation of any financing agreements; f. take all necessary action to protect and preserve the interests of the Committee, including: * the investigation and prosecution of certain actions, on the Committee's behalf, * negotiations concerning all litigation in which the Debtors is involved, and * if appropriate, review, analyze and reconcile claims filed against the Debtors' estate; g. generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; h. appear, as appropriate, before the bankruptcy court, the Appellate Courts, other courts and tribunals, and the United States Trustee, and to protect the interests of the Committee before said Courts and the United States Trustee; and i. perform other necessary and appropriate legal services in this case as the Committee may request and as the firm may agree. Sydney G. Platzer, Esq., a partner at Platzer Swergold, stated that the Firm's professionals bill: Professional Hourly Rate ------------ ----------- Partners $410 - $595 Associates $170 - $395 Paralegals $135 Mr. Platzer disclosed that the firm has agreed to discount its normal and customary hourly rates by 15% for this engagement. Mr. Platzer assured the Court that his firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Platzer can be reached at: Sydney G. Platzer, Esq. Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP 1605 Avenue of the Americas New York, New York 10018 Tel: (212) 593-3000 Fax: (212) 593-0353 http://www.platzerlaw.com/ Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd. -- http://www.mastercraftinteriors.com/-- manufactures furniture and other home furnishings. The Company and its subsidiary, Kimels of Rockville, Inc., filed for bankruptcy on May 15, 2006, (Bankr. D. Md. Case No. 06-12769). Morton A. Faller, Esq., Michael J. Lichtenstein, Esq., and Stephen A. Metz, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent the Debtors in their restructuring efforts. When Mastercraft Interiors filed for bankruptcy, it reported assets amounting to $10,600,288 and debts amounting to $25,485,847. Kimels of Rockville reported assets totaling $704,227 and debts amounting to $10,341,704 when it filed for bankruptcy. MASTERCRAFT INTERIORS: Panel Hires Linowes & Blocher as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Mastercraft Interiors Ltd. and Kimels of Rockville Inc.'s chapter 11 cases obtained authority from the U.S. Bankruptcy Court for the District of Maryland to retain Linowes & Blocher LLP as their local counsel. As local counsel, Linowes & Blocher is expected to advise and represent the Committee in the discharge of its rights and duties in the Debtors' chapter 11 cases. Specifically, Linowes & Blocher will: a. assist and advise the Committee and co-counsel in their consultation with the Debtors relative to the administration of the Debtors' cases; b. attend meetings and negotiate with the Debtors' representatives; c. assist and advise the Committee and co-counsel in their examination and analysis of the conduct of the Debtors' affairs; d. assist the Committee and co-counsel in the review, analysis and negotiation of any plan(s) of reorganization filed and to assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any plan(s) of reorganization; e. assist the Committee in the review, analysis and negotiation of any financing agreements; f. take all necessary action, in close coordination with co-counsel, to protect and preserve the interests of the Committee, including: (i) the investigation and prosecution of certain actions, on the Committee's behalf; (ii) negotiations concerning all litigation in which the Debtor is involved; and (iii) if appropriate, review, analyze and reconcile claims filed against the Debtors' estate; g. assist co-counsel in the preparation on behalf of the Committee of all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; and h. appear, as appropriate, before the Court, the Appellate Courts, other courts and tribunals, and the United States Trustee, in behalf of the Committee. Bradford F. Englander, Esq., a partner at Linowes & Blocher, tells the Court that his Firm's principal attorneys who will represent the Committee will bill between $140 to $385 per hour while the paralegals charge between $130 to $135 per hour. The Firm has agreed to cap its rates at $350 per hour during 2006. Mr. Englander assures the Court that he and his Firm hold no interest adverse to the Debtor and are "disinterested" persons as the term is defined in Sec. 101(14) of the Bankruptcy Code. Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd. -- http://www.mastercraftinteriors.com/-- manufactures furniture and other home furnishings. The Company and its subsidiary, Kimels of Rockville, Inc., filed for bankruptcy on May 15, 2006, (Bankr. D. Md. Case No. 06-12769). Morton A. Faller, Esq., Michael J. Lichtenstein, Esq., and Stephen A. Metz, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent the Debtors in their restructuring efforts. When Mastercraft Interiors filed for bankruptcy, it reported assets amounting to $10,600,288 and debts amounting to $25,485,847. Kimels of Rockville reported assets totaling $704,227 and debts amounting to $10,341,704 when it filed for bankruptcy. MAXTOR CORP: Seagate Merger Prompts Moody's to Upgrade Ratings -------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Seagate Technology HDD Holdings and upgraded the ratings of Maxtor Corporation, now a wholly owned subsidiary of Seagate Technology US Holdings, following the completion of its acquisition on May 19, 2006 and subsequent guaranteeing of Maxtor's debt by Seagate. This concludes the review initiated by Moody's on Dec. 21, 2005. The review was prompted by the company's announcement of its intention to acquire Maxtor in an all-stock transaction for approximately $1.9 billion. The ratings outlook is stable. These ratings were confirmed * Seagate's Corporate Family Rating -- Ba1 * SGL Rating -- SGL--1 These ratings have been upgraded; * Seagate's $400 million senior notes 8%, due 2009 -- Ba1 * Maxtor's remaining $135 million of the $230 million 6.8% convertible senior notes, due 2010 -- upgraded to Ba1 from B2 * Maxtor Corporation's $60 million 5-3/4% convertible subordinated debentures, due 2012 -- upgraded to Ba2 from Caa1 Rating outlook is stable. The ratings reflect Seagate's dominant position in the disk drive industry and incorporate the sector's capital intensity, volatility, and the highly commoditized nature of the disk drive business that is characterized by short product life-cycles and maturation linked ASP declines. Recent performance by standalone Seagate has been stable to improving, with what appears to be a reversal in its previously declining gross margin trend in fiscal 2006. The ratings also incorporate increased leverage from the Maxtor acquisition, technology and execution risk from product transitioning to perpendicular technology, as well as risks from emerging competing technologies. The rating also considers the company's moderate leverage and potential for a decline in its liquidity from possible increased share buyback activities. What could move the ratings -- up 1) Consistent ability to generate free cash flow partly as a result of ability to turn around profitability and control fixed cost; 2) Continued ability to capture growth in demand for electronic storage by maintaining if not growing its market share in HDD; and 3) Increase in product and technology diversity. What could move the ratings -- down 1) Significant decline in cash flow generation as a result of product transitioning issues vis-a-vis perpendicular technology, Maxtor integration, and emerging technology becoming a more meaningful threat; 2) Significant increase in leverage as a result of dividends and additional share buyback program; 3) Significant decline in its liquidity position as a result of operating issues and/or funds returned to shareholders Seagate, with primary offices in Scotts Valley, California, is a worldwide leader in the design, manufacture and marketing of rigid disc drive products used as the primary medium for storing electronic information in systems ranging from personal computers and consumer electronics to data centers delivering information over corporate networks and the Internet. METROMEDIA INTERNATIONAL: Forms New Fixed-Line Unit in Georgia -------------------------------------------------------------- Metromedia International Group Inc., the owner of interests in communications businesses in the country of Georgia, has formed a subsidiary to compete in Georgia's fixed line telephony and data communication markets. The move aims to complement and reinforce the market-leader position of Magticom, the Company's majority-owned Georgian mobile telephony operator. The Company contributed its 81% ownership interest in Telecom Georgia and cash to the New Fixed Line Business so that its could acquire Telenet, a Georgian company providing internet access, data communication, voice telephony and international access services. Telenet's former owners each obtained a minority interest in the New Fixed Line Business as partial consideration for the Telenet acquisition. The Company also sold a minority interest in the holding company that owns the Company's interest in the New Fixed Line Business to its Georgian partner in Magticom for cash. The Company and its partners in this New Fixed Line Business are now evaluating further acquisitions in Georgia to rapidly expand the subsidiary's competitive presence. The Company has sole operational control of the New Fixed Line Business and retains the largest economic interest in each of Telecom Georgia and Telenet (approximately 21% and 26%, respectively). The Company's net outlay of corporate cash in forming the New Fixed Line Business and the transactions described above was approximately US$450,000. Telecom Georgia provides international long distance calling services in Georgia and operates an extensive transit network interconnecting all of Georgia's principal telecommunications carriers. Telenet provides high-speed data communication and Internet access services on both a wired and wireless basis, primarily to commercial and institutional customers in Georgia. It also operates international voice and data transit links between Georgia and Russia. Immediately prior to the Company's acquisition of Telenet, Telenet acquired, from one of its affiliates, Georgia's only license to provide CDMA 450 MHz wireless voice and data services and a CDMA 450 network deployed in Georgia's capital city, Tbilisi. The target markets of Telecom Georgia and Telenet are office and residential consumers of fixed location telephony and data communication services; and both companies have well- established Georgian brands in these markets. "Our recent goal has been to extend the range of communication services offered by our Georgian companies to include conventional office and residential local exchange telephony service and to address the rapidly growing internet and data communications markets in Georgia," Mark Hauf, Metromedia Chairman and Chief Executive Officer, said. "This strategy aims to complement and strengthen the market leadership position already held by our Magticom business in Georgia's mobile telephony market. In combination, Telenet and Telecom Georgia provide an excellent entry vehicle for competing in Georgia's fixed location communications market on both a wired and wireless basis. Our new partners, the former owners of Telenet, bring considerable local operating experience and financing capacity with respect to further developments in Georgia; and the involvement of our Magticom partner in these developments assures smooth coordination between future mobile and fixed location service offerings." Based in Charlotte, North Carolina, Metromedia International Group -- http://www.metromedia-group.com/-- through its subsidiary, Metromedia International Telecommunications, owns interests in telecom and cable TV operations in Russia, Georgia, and elsewhere in Eastern Europe. Since the first quarter of 2003, the Company has focused its principal attentions on the continued development of its core telephony businesses, and has substantially completed a program of gradual divestiture of its non-core cable television and radio broadcast businesses. The Company's core businesses includes Magticom, Ltd., the leading mobile telephony operator in Tbilisi, Georgia, and Telecom Georgia, a well-positioned Georgian long distance telephony operator. * * * Moody's Investors Service has placed Metromedia's subordinated debt rating at B3 and junior subordinated debt rating at B2. MILLIPORE CORP: Increased Leverage Cues Moody's to Pare Ratings --------------------------------------------------------------- Moody's Investors Service downgraded the credit ratings of Millipore Corporation. The rating action concludes a rating review for possible downgrade initiated on April 27, 2006 following the announcement by Millipore that it entered into a definitive agreement to acquire all of the outstanding shares of Serologicals Corporation for $1.4 billion, including the assumption of about $100 million in Serologicals' debt. The downgrade of Millipore's ratings primarily reflects the large increase in leverage to finance the Serologicals acquisition relative to a modest increase in the combined company's cash flows over the near term. Moody's said that the timing and size of an acquisition like Serologicals was not contemplated when it upgraded Millipore in February 2006 to investment grade. Further, although Moody's recognizes the long-term growth opportunities associated with this acquisition, Millipore is spending a high multiple relative to Serologicals' current cash flow and earnings. These ratings were downgraded for Millipore Corporation: * $100 million senior unsecured notes, due 2007, lowered to Ba2 from Baa3 * $300 Million Shelf Registration; lowered to (P) Ba2 from (P) Baa3 This ratings was assigned to Millipore Corporation: * Corporate Family Rating, Ba1 These ratings were affirmed for Millipore Corporation: * Euro 430 million unsecured credit facility, Baa3 * Euro 250 million senior unsecured notes, due 2016, rated Ba2 The ratings outlook is stable for Millipore. Moody's anticipates withdrawing the debt ratings of Serologicals Corporation. Millipore Corporation, headquartered in Billerica, Massachusetts, is a leading bioprocess and bioscience products and services company. The Bioprocess division offers solutions that optimize development and manufacturing of biologics. The Bioscience division provides high performance products and application insights that improve laboratory productivity. The company generated almost $991 million in revenues in 2005. MOBILE TOOL: Chapter 7 Trustee Wants Tuiaki Settlement Approved --------------------------------------------------------------- Montague S. Claybrook, the chapter 7 trustee liquidating the estates of Mobile Tool International, Inc., and its debtor- affiliates asks the U.S. Bankruptcy Court for the District of Delaware to approve the settlement agreement with Sifa and Lupe Tuiaki. Donna L. Harris, Esq., at Cross & Simon, LLC, in Wilmington, Delaware, tells the Court that on Sept. 5, 2003, Sifa and Lupe Tuiaki filed a complaint against, among other defendants, one or more of the Debtors in the San Francisco County Superior Court, Civil Action No. CG-03-419761. The Claimants alleged to have sustained significant and disabling personal injuries on or about May 1, 2002, purportedly caused by the Debtors and the other defendants. On Jan. 13, 2004, the Claimants filed claim nos. 1276 and 1277 and on June 8, 2004, the Claimants filed claim nos. 1515 and 1516 in the Debtors' bankruptcy cases asserting prepetition claims in the amount of several million dollars related to the alleged personal injuries sustained. After counseled negotiations, the Claimants have agreed to resolve the Claims pursuant to these terms: (a) The Claimants will have an allowed unsecured prepetition claim against the Debtors in the amount of $250,000; (b) The Claimants will receive a total combined payment of $450,000 from the Debtors' insurer and the other named defendants in the Litigation. No part of that payment will be obtained from the Debtors' estates; (c) The Claimants will give the Debtors a full, general release of all other claims against the estates. About Mobile Tool Mobile Tool International, Inc., is an employee-owned manufacturer and distributor of equipment, including aerial lifts, digger derricks and pressurization and monitoring systems, for the telecommunications, CATV, electric utility and construction industries. The Company filed for chapter 11 protection on September 30, 2002 (Bankr. Del. Case No. 02-12826). Steven M. Yoder, Esq., and Christopher A. Ward, Esq., at The Bayard Firm represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, it listed $65,250,000 in total assets and $46,580,000 in total debts. The Court converted the chapter 11 cases to cases under chapter 7 effective Feb. 27, 2004. Shortly after that, the Court appointed Montague S. Claybrook as Chapter 7 Trustee. MUSICLAND HOLDING: Wants Until Oct. 9 to Solicit Plan Acceptances ----------------------------------------------------------------- Musicland Holding Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusive period by which they may solicit and obtain acceptances for their Chapter 11 Plan through and including October 9, 2006. The Debtors' limited resources in the first months of their Chapter 11 cases were deployed to achieve the fastest possible disposition of their assets, Jonathan P. Friedland, Esq., at Kirkland & Ellis LLP, in New York, tells the Court. Since their bankruptcy filing, the Debtors devoted effort to pursue matters relating to: * a sale of substantially all of their assets to Trans World Entertainment Corporation; * the filing of sale procedure motions for hundreds of leases; * the conduct of two auctions with respect to those leases; * multiple round competitive bidding and selection process for a going-out-of-business sale liquidation agent; * procedures for the conduct of two separate rounds of going -out-of-business sales; * the resolution of numerous disputes with certain significant vendors and other parties-in-interest; and * the approval of a contested final postpetition financing order. As previously reported, the Debtors filed a plan of liquidation on May 12, 2006. However, due to factors not entirely within the Debtors' control, including the changing of hands of the secured trade debt and the resultant change in representation of that constituency, negotiations over the terms of a revised consensual Plan were stalled, Mr. Friedland says. Recently, however, those negotiations resumed and substantial progress were made. Mr. Friedland informs Judge Bernstein that the Debtors need to accommodate the time needed to: -- revise the Plan to reflect the terms of the agreement ultimately reached; -- file and garner the Court's approval of a disclosure statement; and -- conduct solicitation of that amended Plan. Mr. Friedland notes that the Debtors have discussed their extension request with the Official Committee of Unsecured Creditors and the Informal Committee of Secured Trade Vendors. The Debtors believe that both committees support their request. Headquartered in New York, New York, Musicland Holding Corp., is a specialty retailer of music, movies and entertainment-related products. The Debtor and 14 of its affiliates filed for chapter 11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in their restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts. (Musicland Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000) NAKOMA LAND: Ch. 11 Trustee Wants Cases Converted to Chapter 7 -------------------------------------------------------------- Angelique I.M. Clark as chapter 11 trustee in the bankruptcy cases of Nakoma Land, Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for the District of Nevada to convert the Debtors' chapter 11 cases to chapter 7 liquidation proceedings. Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd., at Reno, Nevada, tells the Court that the Debtors' business operations, which consist of a golf course and timeshare sales, have ceased ongoing business operations due to various problems, but the Chapter 11 Trustee is continuing to pay for maintenance and upkeep of the estate property to maintain their potential saleability. The Chapter 11 Trustee has conducted a thorough research of the Debtors' business interests and does not believe that there is any realistic way to reorganize the Debtors' business affairs and formulate a viable plan of reorganization There are continuing Chapter 11 administrative expenses, which accrue on a daily basis, including the trustee's fees, professionals' fees and U.S. Trustee quarterly fees, Mr. Harris adds. Based on these factors, the Trustee believes it is in the best interest of the Debtors' estates and creditors to convert these cases to chapter 7 liquidation proceedings. As a condition of the conversion of the Debtors' cases, the Chapter 11 Trustee has obtained the consent of the Debtors' senior secured lenders, Investors Financial, LLC, to surcharge its financial lien for payment of all allowed professional and trustee's fees in the administration of the Debtors' cases. Additionally, the Chapter 11 Trustee asks the Court to for permission to continue the payment of the ongoing expenses of liquidating and maintaining the Debtors' assets so that the estate does not lose the momentum it has gained in proceeding with liquidation. Further, the Chapter 11 Trustee has been advised by the U.S. Trustee's Office that she will be appointed as Chapter 7 Trustee upon conversion of the Debtors' cases. Headquartered in Reno, Nevada, Nakoma Land, Inc., operates the Nakoma Resort in Plumas County, California. The Debtor along with its affiliates filed for chapter 11 protection on May 19, 2005 (Bankr. D. Nev. Case No. 05-51556). Alan R. Smith, Esq., at the Law Offices of Alan R. Smith represented the Debtors. When the Debtors filed for protection from its creditors, they listed total assets of $18,000,000 and total debts of $15,252,580. The Court then appointed Angelique I.M. Clark as chapter 11 trustee. The U.S. Trustee for Region 13 recommended Ms. Clark's appointment after Investors Financial LLC, sought for the appointment of a trustee. NCP MARKETING: Stays in Ch. 11 Despite Creditors' Conversion Plea ----------------------------------------------------------------- The Honorable Gregg Zive of the U.S. Bankruptcy Court for the District of Nevada denied a request to convert the Chapter 11 case of N.C.P. Marketing Group, Inc. and Tae Bo Retail Marketing, Inc., into liquidation proceedings under Chapter 7 of the Bankruptcy Code. Creditors Billy Blanks, Gayle Blanks and BG Star Productions, Inc., called for the Debtors' liquidation. In their motion to convert, the Blanks claimed the chapter 11 goal of reorganization is unattainable in the Debtors' case. They said a conversion to chapter 7 would prevent further loss and delay to creditors and end the continued diminution of the Debtors' estate. Tae Bo(R) Trademark Dispute The Blanks and their company, BG Star Productions are the Debtor's largest general unsecured creditors, holding a claim in excess of $2.1 million. Billy Blanks created Tae Bo(R), a total body fitness system designed to build muscle and burn fat. The Debtors and Blanks inked a license agreement in August 1999 giving NCP the right to advertise, market and sell products and services containing the Blanks' trademarks. A dispute subsequently arose between the license parties concerning their respective obligations under the terms of the original license agreement. They resolved this dispute by entering into an amended license agreement. Among other things, the amended agreement confirmed BG Star's sole ownership of the trademarks and gave NCP certain rights to market products using the trademarks. The Blanks allege that the Debtors materially breached its obligations under the amended license agreement by failing to make required payments to BG Star. NCP, on the other hand, defended its non-performance with its own allegations of the Blanks' own breaches. The parties again initiated arbitration and in December 2003, arbitrator George M. Dell found that NCP materially breached the terms of the amended license agreement. The Blanks terminated the amended license agreement because of this breach. Michael S. Greger, Esq., at Allen Matkins Leck Gamble & Mallory LLP, told the Court that despite the arbitrator's decision, the Debtors continued to exploit the trademarks. The Debtors claimed that the termination of the amended license agreement only ended their exclusive right to sell videotapes using the trademarks but that it did not terminate all of its rights. The Debtors asserted that the exclusive license converted to a non-exclusive license. The Blanks disputed the Debtors' claims and filed a motion to compel rejection of the license agreement. On Nov. 15, 2004, the Court ruled that the license agreement is deemed rejected in accordance with section 365(d)(2) of the Bankruptcy Code. The Debtors has filed and appeal with the District Court regarding the Bankruptcy Court's rejection order. This appeal remains pending. Reasons for Conversion Mr. Greger told the Bankruptcy Court that the Debtors' cases should be converted because they cannot effectuate a plan of reorganization without infringing on the Blanks' trademarks. The Debtors have stated in their Disclosure Statement that their ability to sell Tae Bo brand videos is integral to any plan of reorganization. Mr. Greger reminds the Bankruptcy Court that it had previously determined that the Debtors have no right to continue using the trademarks. In addition, Mr. Greger pointed out that the Debtor's undue delay in pursuing their claims against insiders has hurt their other creditors. According to Mr. Greger, the Debtors have not taken any action to collect approximately $10.6 million from insiders and shareholders. the Debtors' delay may result in these claims being time-barred pursuant to the provisions of Section 546 of the Bankruptcy Code, Mr. Greger explained. About N.C.P. Marketing Headquartered in North West Canton, Ohio, N.C.P. Marketing Group, Inc. is an infomercial producer and global marketer of the platinum award-winning original Billy Blanks' Tae-Bo Video Library. The Debtor and its affiliate, Tae Bo Retail Marketing, Inc., filed for chapter 11 protection on April 13, 2004 (Bankr. Nev. Case No. 04-51071). Jeffrey Baddeley, Esq., at Spangenberg Shibley & Liber LLP and Jennifer A. Smith, Esq., at Lionel Sawyer & Collins represent the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtors filed for protection from their creditors, it estimated assets and debts between $10 million to $50 million. NEW RIVER: Case Summary & 19 Largest Unsecured Creditors -------------------------------------------------------- Debtor: New River Dry Dock, Inc. 3001 State Road 84 Fort Lauderdale, Florida 33312 Bankruptcy Case No.: 06-13274 Chapter 11 Petition Date: July 18, 2006 Court: Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: James H. Fierberg, Esq. Berger Singerman, P.A. 200 South Biscayne Boulevard, Suite 1000 Miami, Florida 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 Estimated Assets: $10 Million to $50 Million Estimated Debts: $1 Million to $10 Million Debtor's 19 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Marina Mile Shipyard $657,231 5255 North Federal Highway Third Floor Boca Raton, FL 33487 William R. Rollins $337,233 18320 Madrian Point Drive Cornelius, NC 28031 Scott L. Bieber $270,000 315 West 99th Street Apartment 8C New York, NY 10025 Jeffrey V. Gordon $267,500 111 Nathaniel Court Mooresville, NC 28117 Broward County Revenue Collector $102,840 New River Boating Center, Inc. $99,085 Robert L. Jennings, P.A. $47,649 Southeast Contracting $35,000 May, Meacham & Davell, P.A. $17,344 Saavedra, Pelosi, Goodwin & Hermann $7,649 Shoreline Foundation, Inc. $6,500 Fowler White Burnett, P.A. $6,314 Advanced Systems, Inc. $6,226 City of Fort Lauderdale Treasury $2,287 Florida Department of Revenue $577 Spirit Crane $200 BellSouth $18 RBC Centura Bank $0 Woodland Resources $0 NTL INC: Finalizes Telewest Global & Virgin Mobile Deals Funding ---------------------------------------------------------------- NTL Incorporated intends to file a registration statement shortly with the U.S. Securities and Exchange Commission for the sale of GBP300 million of U.S. dollar and pound sterling denominated ten- year notes to be issued by its subsidiary, NTL Cable plc. The dollar and sterling notes will have minimum denominations of $100,000 and GBP50,000 respectively. The notes will rank pari passu with NTL Cable's outstanding dollar, sterling and euro notes. NTL Cable's subsidiary, NTL Investment Holdings Limited, is seeking commitments for an additional GBP300 million in senior debt under a new Tranche C of its existing senior credit facility. The principal amount of the Tranche C facility will be repayable in seven years. NTL anticipates that its use of the Tranche C senior facility will reduce its overall financing cost. These proposed financings will not change the aggregate debt levels and will complete the financing of the Telewest Global and Virgin Mobile transactions. Headquartered in London, England, NTL Inc. (NASDAQ: NTLI) -- http://www.ntl.com/-- is a Delaware corporation and is publicly- traded is the US on the Nasdaq Global Select Market under the symbol "NTLI." The Company provides broadband, digital television, telephony, content and communications services, reaching over 50% of UK homes and 85% of UK businesses. * * * As reported in the Troubled Company Reporter - Europe on July 17, 2006, Fitch Ratings assigned NTL Cable PLC's upcoming GBP300 million 10-year senior notes an expected rating of B and a Recovery Rating of RR5. NTL Cable's existing senior notes remain on Rating Watch Negative. Fitch will resolve the Rating Watch status on the NTL Cable notes and assign final rating to the new notes upon completion of the new senior note issue. The final rating is contingent on the receipt of final documents conforming to information already received. At the same time the agency has affirmed NTL Inc's Issuer Default rating at B+ with Stable Outlook and its Short-term ratings at B. NTL Investment Holdings Limited's GBP5.28 billion senior secured credit facilities are affirmed at BB+ and Recovery Rating RR1. OCA INC: N.C. Regulator Wants N.C. Unit Lawsuit Continued --------------------------------------------------------- The North Carolina State Board of Dental Examiners asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to determine that the automatic stay under Section 362 of the Bankruptcy Court does not apply to the claims asserted against the Board by Orthodontic Centers of North Carolina, Inc., an Oca, Inc., debtor-affiliate in a North Carolina case. In the alternative, the Board asks the Court to lift the automatic stay and to continue litigation and defense of those claims. The case is pending in the General Court of Justice, Superior Court Division, County of Wake, State of North Carolina (Case No. 97 CVS 2270). Debtor OCS commenced the case seeking declaratory judgment and judicial review, and specifically, an order restraining the Board from conducting a hearing scheduled on April 17, 1997, in which the Board alleged that certain dentists were engaged in a working relationship in violation of N.C. Gen. Stat Section 90-29(b)(11). The Board alleged that OCS violated the proscription of corporate ownership, management, and control of a dental practice in violation of certain consent orders. Dennis M. Laborde, Esq., at Baldwin Haspel LLC in New Orleans, Louisiana, asserts that OCS' claims against the Board are not stayed by operation of Sec. 362 of the Bankruptcy Code. Additionally, a Board action in defense of those claims, likewise, is not subject to the automatic stay. The subject matter in the North Carolina litigation is purely regulatory in nature, and the purposes of the litigation is not in any way to obtain possession of or exercise control over OCS' property. About OCA Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/ -- provides a full range of operational, purchasing, financial, marketing, administrative and other business services, as well as capital and proprietary information systems to approximately 200 orthodontic and dental practices representing approximately almost 400 offices. The Debtor's client practices provide treatment to patients throughout the United States and in Japan, Mexico, Spain, Brazil and Puerto Rico. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No. 06-10179). Three Debtors also filed for bankruptcy protection on June 1, 2006 (Bankr. E.D. La. Case No. 06-10503). William H. Patrick, III, Esq., at Heller Draper Hayden Patrick & Horn, LLC, represents the Debtors. Patrick S. Garrity, Esq., and William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent the Official Committee of Unsecured Creditors. Carmen H. Lonstein, Esq., at Bell Boyd & Lloyd LLC and Robin B. Cheatham, Esq., at Adams and Reese LLP represent the Official Committee of Equity Security Holders. When the Debtors filed for protection from their creditors, they listed $545,220,000 in total assets and $196,337,000 in total debts. OMEGA HEALTHCARE: $0.24 Per Share Dividend to be Paid on Aug. 15 ---------------------------------------------------------------- The Board of Directors of Omega Healthcare Investors, Inc. declared a common stock dividend of $0.24 per share. The Company also reported its regular quarterly dividend on its Series D preferred stock. Common Dividend The Company's Board of Directors reported a common stock dividend of $0.24 per share, to be paid Aug. 15, 2006 to common stockholders of record on July 31, 2006. At the date of this release the Company had approximately 59 million outstanding common shares. Preferred Dividend The Company's Board of Directors also declared its regular quarterly dividend for the Series D preferred stock, payable Aug. 15, 2006 to preferred stockholders of record on July 31, 2006. Series D preferred stockholders of record on July 31, 2006 will be paid dividends in the approximate amount of $0.52344, per preferred share, on Aug. 15, 2006. The liquidation preference for the Company's Series D preferred stock is $25.00 per share. Regular quarterly preferred dividends represent dividends for the period May 1, 2006 through July 31, 2006. About Omega Healthcare Headquartered in Timonium, Maryland, Omega HealthCare Investors, Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real estate investment trust investing in and providing financing to the long-term care industry. At September 30, 2005, the Company owned or held mortgages on 216 skilled nursing and assisted living facilities with 22,407 beds located in 28 states and operated by 38 third-party healthcare operating companies. * * * As reported in the Troubled Company Reporter on June 29, 2006, Fitch upgraded Omega Healthcare Investors' senior unsecured notes to 'BB' from 'BB-' and its preferred stock to 'B+' from 'B'. Additionally, Fitch assigns the Company's secured credit facility at 'BB+'. The Outlook on all Ratings is Stable. ONEIDA LTD: Retains Sole Right to File Plan Until October 15 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York extends the period within which only Oneida Ltd. and its debtor- affiliates can file a plan of reorganization in their bankruptcy cases to Oct. 15, 2006. The Court also extends the exclusive period wherein only the Debtors can solicit acceptances to any plan to Dec. 14, 2006. The Debtors have been at odds with the Official Committee of Equity Security Holders on the valuation of the Debtors' estates and the allowed claims of Pension Benefit Guaranty Corporation. The Debtors say that the latest development in their cases, however, might reconcile the opposing parties' views. As reported in the Troubled Company Reporter on July 17, 2006, Oneida signed a Letter of Intent to be acquired by an entity to be formed by D. E. Shaw Laminar Portfolios, L.L.C. and Xerion Capital Partners LLC, both current Oneida shareholders. Under the terms of the proposed transaction, Laminar and Xerion will pay at least $222.5 million, or an amount sufficient to pay in full the company's secured bank claims plus, among other things, the payment or assumption of all other general unsecured claims. In addition, the Buyers will include an element of consideration for the company's common equity holders in connection with securing their approval of the proposed transaction. About Oneida Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) -- http://www.oneida.com/-- manufactures stainless steel and silverplated flatware for both the Consumer and Foodservice industries, and supplies dinnerware to the foodservice industry. Oneida also supplies a variety of crystal, glassware and metal serveware for the tabletop industries. The Company and its 8 debtor-affiliates filed for Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489 through 06-10496). Douglas P. Bartner, Esq., at Shearman & Sterling LLP represents the Debtors. Credit Suisse Securities (USA) LLC is the Debtors' financial advisor. Scott L. Hazan, Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the Official Committee of Unsecured Creditors. Robert J. Stark, Esq., at Brown Rudnick Berlack Israels LLP represents the Official Committee of Equity Security Holders. When the Debtors filed for protection from their creditors, they listed $305,329,000 in total assets and $332,227,000 in total debts. On May 12, 2006, Judge Gropper approved the Debtors' disclosure statement. ORIS AUTOMOTIVE: Sells Certain Assets to Flex-N-Gate for $6.3 Mil. ------------------------------------------------------------------ The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, approved the sale of certain of Oris Automotive Parts Alabama, Ltd.'s assets to Flex-N-Gate Corporation for $6.3 million. Flex-N-Gate, the stalking-horse bidder for the assets, will acquire the Debtor's leasehold interest in real estate, equipment, inventory, intellectual property and other related assets free and clear of liens, claims, encumbrances and interests. The first $4.7 million of the sale proceeds will be paid to AmSouth Bank to reduce the amount due and owing on the Debtor's primary obligation to the Bank. In addition, AmSouth will get the next $1 million from the sale proceeds supposedly due to Regions Bank. This amount will be paid as consideration for AmSouth's assignment of the Debtor's remaining debt to Mercedes Benz U.S. International, Inc. Mercedes Benz has decided to exercise in full its participation rights related to the DIP Loan agreement with Regions Bank and the Debtor. As reported in the Troubled Company Reporter on April 26, 2006, Mercedes Benz and Regions extended a $6 million postpetition loan to the Debtor. With Mercedes Benz's exercise of its right, Regions will receive payments of amounts due to it under the DIP loan agreement and Mercedes Benz will become the sole DIP lender. Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama, Ltd. -- http://www.oris-gmbh.de/-- manufactures automotive parts. The company filed for chapter 11 protection on March 16, 2006 (Bankr. N.D. Ala. Case No. 06-00813). Clark R. Hammond, Esq., at Johnston, Barton, Proctor & Powell LLP, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets between $1 million to $10 million and debts between $10 million to $50 million. PLYMOUTH RUBBER: Wants to Sell Canton Lot to Napleton for $4.3MM ----------------------------------------------------------------- Plymouth Rubber Company, Inc., and Brite-Line Technologies, Inc., ask the U.S. Bankruptcy Court for the District of Massachusetts for permission to sell a real estate in Canton, Massachusetts to Napleton Acquisition LLC for $4,312,500. The property is in 104 Revere Street where Plymouth Rubber's manufacturing plant is located and sits on an industrial zone. Victor Bass, Esq., at Burns & Levinson LLP in Boston, Massachusetts, tells the Court that the Plant was valued at $8.9 million based on an executory purchase and sale agreement with Terrence Conroy, a real estate developer. However, the sale didn't push through and talks with another developer, John Marini, also bogged down. After months of effort to solicit and negotiate acceptable terms for the sale of the Property, Plymouth Rubber inked an asset purchase agreement with Napleton. Sale closing is expected to occur by Aug. 14, 2006. Under the Asset Purchase Agreement, Napleton would acquire the Property in its as-is condition and would undertake at its expense to environmentally remediate the Property, releasing Plymouth Rubber liability to Napleton. Headquartered in Canton, Massachusetts, Plymouth Rubber Company, 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. John J. Monaghan, Esq., at Holland & Knight LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $10 million to $50 million. PORTOLA PACKAGING: Equity Deficit Widens to $69.3 Mil. at May 31 ---------------------------------------------------------------- Portola Packaging, Inc., reported preliminary results, pending review by its auditors, for the third quarter of fiscal 2006, ended May 31, 2006. The Company reported sales of $71.2 million for the third quarter of fiscal year 2006 compared to $70.5 million for the third quarter of fiscal year 2005, an increase of 1.0%. Portola reported a breakeven in operating income for the third quarter of fiscal year 2006, compared to operating income of $2.8 million reported in the third quarter of fiscal year 2005. For the first nine months of fiscal 2006, sales were $200.5 million compared to $196.4 million for the first nine months of fiscal 2005, an increase of 2.1%. The Company reported operating income of $3.3 million for the first nine months of fiscal 2006 compared to operating income of $3.9 million for the first nine months of fiscal 2005. EBITDA decreased $1.3 million to $4.6 million in the third quarter of fiscal year 2006 compared to $5.9 million in the third quarter of fiscal year 2005 and decreased $0.9 million to $16.3 million for the first nine months of fiscal 2006 compared to $17.2 million for the first nine months of fiscal 2005. Adjusted EBITDA, which excludes the effect of restructuring charges, gains or losses on the sale of assets, the Blackhawk patent litigation settlement charge, one-time relocation costs, warrant interest income expense and other non recurring expenses, increased $2.2 million or 27.5% to $10.2 million in the third quarter of fiscal year 2006 compared to $8.0 million in the third quarter of fiscal year 2005, and increased $3.8 million to $23.5 million for the first nine months of fiscal 2006 compared to $19.7 million for the first nine months of fiscal 2005. As of May 31, 2006, Portola's balance sheet showed total assets of $171,700,000 and total liabilities of $241,000,000. Portola's equity deficit widened to $69.3 million at May 31, 2006, from a $57.7 million deficit at Aug. 31, 2005. About Portola Tech International Portola Tech International -- http://www.techindustries.com/-- is a wholly owned subsidiary of Portola designs, manufactures and markets plastic packaging components to the cosmetic, fragrance and toiletries industry. PTI's capabilities include injection and compression molding, thermal and ultraviolet metallizing, ultraviolet one coat spray technologies, silk screening, hot stamping, lining and multiple component assembly. In addition to offering the largest stock line of closures in the industry, with over 450 styles and sizes, PTI has a complementary line of heavy wall PETG and polypropylene jars. About Portola Packaging Portola Packaging Inc. -- http://www.portpack.com/-- designs, manufactures and markets tamper evident plastic closures used in dairy, fruit juice, bottled water, sports drinks, institutional food products and other non-carbonated beverage products. The Company also produces a wide variety of plastic bottles for use in the dairy, water and juice industries, including various high density bottles, as well as five-gallon polycarbonate water bottles. In addition, the Company designs, manufactures and markets capping equipment for use in high speed bottling, filling and packaging production lines. The Company is also engaged in the manufacture and sale of tooling and molds used in the blow molding industry. PTC ALLIANCE: Pennsylvania Court Confirms Plan of Reorganization ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania entered an order confirming the Prepackaged Plan of Reorganization of PTC Alliance Corp., which was filed with the Court on May 10, 2006, in conjunction with the Company voluntary Chapter 11 petition. At a hearing held on July 13, 2006 in Pittsburgh, U.S. Bankruptcy Court Judge Thomas P. Agresti ruled that PTC Alliance had met all of the necessary statutory requirements to confirm its Plan. With this action, PTC Alliance is set to complete its restructuring and expects to emerge from Chapter 11 by the end of July 2006. "We are obviously very pleased with the Court's approval of our Prepackaged Plan of Reorganization," said Peter Whiting, Chairman and Chief Executive Officer of PTC Alliance. "We confirmed our Plan in 63 days, which is a remarkable achievement. The result is a testament to the outstanding effort put forth by the senior management team, PTC Alliance's employees, our Board of Directors, our senior lenders and outside professionals led by Eric Schaffer of the Pittsburgh office of Reed Smith LLP. All of these groups contributed greatly to the successful restructuring of PTC Alliance and should be commended for their efforts." Under the Prepackaged Plan of Reorganization, PTC Alliance's senior lenders will exchange their prepetition debt for all of the equity in the reorganized company. In addition, the company's senior lenders have agreed to provide PTC Alliance with a $70 million exit financing credit facility to fund the company's operations upon emergence from Chapter 11. "Our new exit financing provided by our senior lenders should allow PTC Alliance to emerge from Chapter 11 as a well-capitalized company with a solid balance sheet. With the new capital structure, we are now poised to take advantage of the fundamental strength of our businesses. I look forward to working with the new Board, our employees and our business partners to achieve the company's full potential," Whiting said. Upon emergence, Mr. Whiting will remain as Chairman, President and CEO of PTC Alliance and no senior management changes are expected as a result of the restructuring. "I am pleased that we were able to meet our commitment to completing this debt restructuring with minimal disruption to our business," Mr. Whiting added. "All of our suppliers have continued to be paid in full on normal terms throughout the Chapter 11 process and there have been no changes in the way we do business with our customers. We look forward to continuing our relationships with our business partners for many years to come." About PTCAlliance Corp. Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. -- http://www.ptcalliance.com/-- manufactures and markets welded and cold drawn mechanical steel tubing and tubular shapes, chrome plated bar products, fabricated parts, and precision components. The company filed for chapter 11 protection on May 10, 2006 (Bankr. W.D. Pa. Case No. 06-22110). Eric A. Schaffer, Esq., at Reed Smith LLP, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's bankruptcy proceedings. When the Debtor filed for protection from its creditors, it estimated assets and debts of more than $100 million. SAINT VINCENTS: Amends List of Assumed Staten Island Leases ----------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the Southern District of New York an amended schedule of contracts and leases to be assumed in connection with the sale of their Staten Island hospitals and other related assets. A full-text copy of the Amended Assumption Schedule is available for free at http://researcharchives.com/t/s?de6 As reported in the Troubled Company Reporter on June 15, 2006, the Court authorized the Debtors to assume and assign executory contracts and unexpired leases related to St. Vincent's Hospital, Staten Island to Castleton Acquisition Corporation, an affiliate of Bayonne Medical Center Bayonne, or to any successful bidder for the Staten Island assets. 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, filed the Debtors' chapter 11 cases. On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over representing the Debtors in their restructuring efforts. Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the Official Committee of Unsecured Creditors. 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. 29 Bankruptcy Creditors' Service, Inc., 215/945-7000) SAINT VINCENTS: Court Approves McKesson License Agreement --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates to enter into a license agreement and a related supplement with McKesson Automation, Inc., to upgrade the pharmacy hardware in the emergency department of Saint Vincent's Hospital, Manhattan. Pursuant to the Agreements: (a) St. Vincents Catholic Medical Centers of New York will acquire pharmacy equipment, related software, and associated licenses for $229,073; and (b) McKesson will provide maintenance in exchange for a $7,500 annual fee for five years. Specifically, SVCMC will buy from McKesson computerized cabinets with touch-screen monitors for storing, dispensing, and tracking medication, as well as related software. McKesson will grant SVCMC a perpetual, non-exclusive, non- transferable license to use the object code version of the Software on the Equipment located at SVCMC's facilities. Maintenance services will include corrections of Software or Documentation due to their defects, and improvements to existing functionality that are provided by McKesson after the delivery date but not otherwise separately priced or marketed by McKesson to its customers generally. SVCMC estimated that by implementing the new system, it will save more than $30,000 annually. 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, filed the Debtors' chapter 11 cases. On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over representing the Debtors in their restructuring efforts. Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the Official Committee of Unsecured Creditors. 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. 28 Bankruptcy Creditors' Service, Inc., 215/945-7000) SANITARY & IMPROVEMENT: Wants Until Sept. 1 to File Chapter 9 Plan ------------------------------------------------------------------ Sanitary & Improvement District 425 of Douglas County, Nebraska, and the Official Committee of Unsecured Creditors appointed in the District's Chapter 9 case ask the U.S. Bankruptcy Court for the District of Nebraska to further extend Until Sept. 1, 2006, the time within which the Debtor can file its plan of adjustment for the Debtor's debts. Over the past two months, the Debtor and the Committee have regularly discussed the provisions of the proposed plan of adjustment. The parties focused in developing a mechanism for payment to the Debtor's creditors, which would maximize the value to the creditors while allowing the Debtor to continue operations and maintain its budget for necessary operations. The extension will provide the Debtor and the Committee more time to draft, file and disseminate a consensual plan. Headquartered in Omaha, Nebraska, Sanitary & Improvement District 425 of Douglas County, Nebraska filed for chapter 9 protection on Oct. 26, 2005 (Bankr. D. Nebr. Case No. 05-85871). Mark James LaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP, represents the Debtor in its restructuring efforts. William L. Biggs, Jr., Esq., at Gross & Welch represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets between $500,000 to $1 million and estimated debts between $10 million to $50 million. SEAGATE TECH: Moody's Lifts $400 Mil. Senior Notes' Rating to Ba1 ----------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Seagate Technology HDD Holdings and upgraded the ratings of Maxtor Corporation, now a wholly owned subsidiary of Seagate Technology US Holdings, following the completion of its acquisition on May 19, 2006 and subsequent guaranteeing of Maxtor's debt by Seagate. This concludes the review initiated by Moody's on December 21, 2005. The review was prompted by the company's announcement of its intention to acquire Maxtor in an all-stock transaction for approximately $1.9 billion. The ratings outlook is stable. These ratings were confirmed * Seagate's Corporate Family Rating -- Ba1 * SGL Rating -- SGL--1 These ratings have been upgraded; * Seagate's $400 million senior notes 8%, due 2009 -- Ba1 * Maxtor's remaining $135 million of the $230 million 6.8% convertible senior notes, due 2010 -- upgraded to Ba1 from B2 * Maxtor Corporation's $60 million 5-3/4% convertible subordinated debentures, due 2012 -- upgraded to Ba2 from Caa1 Rating outlook is stable. The ratings reflect Seagate's dominant position in the disk drive industry and incorporate the sector's capital intensity, volatility, and the highly commoditized nature of the disk drive business that is characterized by short product life-cycles and maturation linked ASP declines. Recent performance by standalone Seagate has been stable to improving, with what appears to be a reversal in its previously declining gross margin trend in fiscal 2006. The ratings also incorporate increased leverage from the Maxtor acquisition, technology and execution risk from product transitioning to perpendicular technology, as well as risks from emerging competing technologies. The rating also considers the company's moderate leverage and potential for a decline in its liquidity from possible increased share buyback activities. What could move the ratings -- up 1) Consistent ability to generate free cash flow partly as a result of ability to turn around profitability and control fixed cost; 2) Continued ability to capture growth in demand for electronic storage by maintaining if not growing its market share in HDD; and 3) Increase in product and technology diversity. What could move the ratings -- down 1) Significant decline in cash flow generation as a result of product transitioning issues vis-a-vis perpendicular technology, Maxtor integration, and emerging technology becoming a more meaningful threat; 2) Significant increase in leverage as a result of dividends and additional share buyback program; 3) Significant decline in its liquidity position as a result of operating issues and/or funds returned to shareholders Seagate, with primary offices in Scotts Valley, California, is a worldwide leader in the design, manufacture and marketing of rigid disc drive products used as the primary medium for storing electronic information in systems ranging from personal computers and consumer electronics to data centers delivering information over corporate networks and the Internet. SMART ONLINE: Raises $250,000 from Common Stock Sale ---------------------------------------------------- In a transaction that closed on July 6, 2006, Smart Online, Inc., sold 100,000 shares of its common stock to The BlueLine Fund. The private placement shares were sold at $2.50 per share pursuant to a Subscription Agreement between the Company and BlueLine. The amount raised in the private placement is $250,000. Proceeds from this transaction are expected to be used primarily to pay for ongoing operations, current liabilities, and legal and professional expenses related to matters regarding the internal investigation and the SEC matters, audit and professional fees related to SEC filings, and installment payments due the sellers for the acquisition of iMart Incorporated. The Company and BlueLine have entered into a Subscriber Rights Agreement whereby the Company has an obligation to register the shares sold for resale by the purchaser by filing a registration statement on or before Sept. 30, 2006. If a registration statement is not filed by that date, the Company is obligated to pay a penalty obtained by multiplying the total purchase price for the shares by 0.5% by the number of prorated 30-day periods after the target registration date. At the Company sole's discretion, this penalty can be paid in the number of shares obtained by dividing the total penalty amount by the per share purchase price. BlueLine has also entered into a Dribble Out Agreement with the Company pursuant to which it may sell up to 25% of the shares during any rolling 30-day period, following the effective date of the registration statement. Smart Online Inc. -- http://www.SmartOnline.com-- develops and markets Internet-delivered Software-as-Service software applications and data resources to start, run, protect and grow small businesses. Going Concern Doubt Sherb & Co., LLP, expressed substantial doubt about Smart Online, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for the years ended Dec. 31, 2005 and 2004. The auditing firm pointed to the Company's recurring losses from operations and working capital deficit. SPECTRUM BRANDS: Discloses Reduced 2006 Earnings Expectations ------------------------------------------------------------- Spectrum Brands's preliminary forecast of fiscal third quarter financial results indicated that full year 2006 earnings will be substantially lower than the latest earnings guidance. Spectrum Brands' disappointing third quarter performance was attributable in large part to lower-than-expected sales volumes, particularly in the company's European consumer battery business. Additionally, North American sales were negatively impacted by lower-than-expected results from shaving and grooming products at Father's Day and retail inventory reductions on the part of several large customers in the company's lawn and garden category. Despite disappointing third quarter results, the company anticipates it will be in compliance with its senior credit facility debt covenants for the fiscal third quarter based on its preliminary estimates. Spectrum Brands has engaged Goldman Sachs and Co. as financial advisor to assist the company in evaluating potential selective asset sales designed to sharpen the company's focus on strategic growth businesses, maximize long-term shareholder value, and reduce outstanding indebtedness. No assurance can be given that any transaction will be pursued as a result of this review, or if a transaction is pursued, that it will be consummated. About Spectrum Brands Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC) -- http://www.spectrumbrands.com/-- is a consumer products company and a supplier of batteries and portable lighting, lawn and garden care products, specialty pet supplies, shaving and grooming and personal care products, and household insecticides. Spectrum Brands' products are sold by the world's top 25 retailers and are available in more than one million stores in 120 countries around the world. The company's stock trades on the New York Stock Exchange under the symbol SPC. * * * As reported in the Troubled Company Reporter on June 15, 2006, Standard & Poor's Ratings Services affirmed its ratings on Spectrum Brands Inc., including the 'B-' corporate credit rating. At the same time, the ratings were removed from CreditWatch, where they were placed with negative implications April 6, 2006, following the company's substantially lowered earnings guidance for the second quarter. The rating outlook is negative. As reported in the Troubled Company Reporter on June 13, 2006, Moody's Investors Service downgraded all ratings of Spectrum Brands, Inc. The outlook for the ratings is stable. This action concluded the review for downgrade that was initiated on April 7, 2006. Ratings downgraded include Corporate family rating to B3 from B2; $300 million senior secured revolving credit facilities to B2 from B1; $1.2 billion senior secured term loan facilities to B2 from B1; $700 million senior subordinated notes due 2015 to Caa2 from Caa1, and $350 million senior subordinated notes due 2013 to Caa2 from Caa1. TELEVIDEO INC: Bankruptcy Court Confirms Plan of Reorganization --------------------------------------------------------------- The First Amended of Plan of Reorganization of TeleVideo, Inc. was approved by the U.S. Bankruptcy Court for the District of Delaware, providing TeleVideo with the ability to emerge from its Chapter 11 restructuring. TeleVideo plans to consummate the Plan as soon as practicable. Upon consummation of the Plan, all of the presently outstanding common stock of TeleVideo will be cancelled and extinguished. "We want to assure our customers that our products will continue to remain available with no interruptions," said Viktor Khan of TeleVideo. TeleVideo was advised by ThoughtStorm Strategic Capital, who served as its financial advisor in the restructuring. Based in San Jose, California, TeleVideo, Inc. (OTCBB:TELV) -- http://www.televideo.com/-- develops and manufactures Windows- based network terminals, and specializes in the video display terminal industry. The Company filed for chapter 11 protection on March 14, 2006 (Bankr. D. Del. Case No. 06-10242). Jami B. Nimeroff, Esq., at Buchanan Ingersoll, P.C., in Wilmington, Delaware, represents the Debtor. When the Debtor filed for protection from its creditors, it listed assets totaling $2,284,670 and debts totaling $2,692,712. TERRY MANUFACTURING: Chapter 7 Trustee Wins $596,738 Judgment ------------------------------------------------------------- The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the Middle District of Alabama entered a $596,738 judgement in favor of J. Lester Alexander III, the chapter 7 Trustee overseeing the liquidation of Terry Manufacturing, Inc., against N.D. Horton, Jr., and James M. Reynolds. The Chapter 7 Trustee commenced an adversary proceeding against Messrs. Horton and Reynolds seeking to avoid payments Terry Manufacturing made on account of personal debts owed to them by the Debtor's principals, Roy Terry and Rudolph Terry, their sister Cotina Terry and Mr. Rudolph Terry's wife, Allie Robinson. Mr. Alexander argued the Debtor did not receive reasonably equivalent value in exchange for the payments of the indebtedness owed by the Terry Insiders and moved to recover these payments pursuant to the constructive fraud provision of the Alabama fraudulent transfer law. The Alabama Uniform Fraudulent Transfer Act provides that a transfer made by a debtor is fraudulent if the debtor made the transfer without receiving a reasonably equivalent value in exchange for the transfer and the debtor was insolvent at the time. In a decision published at 2006 WL 1729678, Judge Sawyer found that: -- Terry Manufacturing received no value for the payments made on behalf of the insiders; -- the payments in question are constructively fraudulent; and -- the payments must be set aside for the benefit of the creditors of Terry Manufacturing. The Terry Brothers' Defenses The Debtor made payments totaling $596,738.60 to acquire 41% of the outstanding stock of Perky Cap Company, Inc., owned by Terry Insiders. Messrs. Horton and Reynolds contend that Debtor received valued from the payments because: -- American Real Estate Investment Company made a loan of $5.5 million to the Terry brothers so that the Debtor can pay the stock purchases made by Ms. Terry and Ms. Robinson to Messrs. Horton and Reynolds; -- the Terry brothers transferred some, most, or all, of the $5.5 million to the Debtor; -- the loans made to Ms. Terry and Ms. Robinson were not for the purchase of the Perky Cap stock, but for the repayment of the loan by the Debtor; -- the Debtor further received a benefit in that when Ms. Terry and Ms. Robinson bought stock in Perky Cap, they assured the Debtor a ready source of caps, which would enhance the sales of uniforms by the Debtor. Trustee's Response The Trustee concluded that the Debtor was insolvent as early as July 7, 1999, at the time when the payments in question were made between Dec. 10, 2000 and May 2003 and did not receive equivalent value. Court's Decision The Court considered extensive testimony and documentary evidence in this matter and held that the Debtor did not receive equivalent value because: a) Messrs. Horton's and Reynolds' arguments, were not credible and that their claims have been fabricated to provide a defense to the Trustee's avoidance action. b) the $5.5 million loan to the Terry brothers, had nothing to do with the stock purchased by Ms. Terry and Ms. Robinson but was made as a result of the fraud committed by the Terry brothers. Terry Manufacturing, Inc., is a maker and supplier of uniforms and sportswear. The company filed a Chapter 11 bankruptcy petition on July 7, 2003 (Bankr. M.D. Ala. Case No. 03-32063). Von G. Memory, Esq., at Memory & Day represents the Debtor. On May 13, 2004, the case was converted to a chapter 7 liquidation. Brent B. Barriere, Esq., and Catherine E. Lasky, Esq., at Phelps Dunbar in New Orleans represented the Chapter 7 Trustee in this adversary proceeding. C. Ellis Brazeal, Esq., at Walston, Wells & Birchall, LLP, in Birmingham, Alabama, represented N.D. Horton and James M. Reynolds, III. THERMOVIEW INDUSTRIES: Wants Until Aug. 7 to File Chapter 11 Plan ----------------------------------------------------------------- ThermoView Industries, Inc., and its debtor-affiliates ask the Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the Western District of Kentucky in Louisville to extend their exclusive period to file a plan of reorganization until Aug. 7, 2006. The Debtors also want to extend their exclusive period to solicit acceptances of that plan until Sept. 25, 2006. The Debtors say they are currently drafting their proposed Disclosure Statement and Plan and that those documents would be completed within the requested extension period. Headquartered in Louisville, Kentucky, ThermoView Industries, Inc. -- http://www.thv.com/-- is a national company that designs, manufactures, markets and installs high-quality replacement windows and doors as part of a full-service array of home improvements for residential homeowners. The Company and its subsidiaries filed for chapter 11 protection on Sept. 26, 2005 (Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132). When the Debtors filed for protection from their creditors, they listed $3,043,764 in total assets and $34,104,713 in total debts. TRANSMONTAIGNE INC: Gets Early Termination of HSR Waiting Period ---------------------------------------------------------------- TransMontaigne Inc. and Morgan Stanley Capital Group Inc. received early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Company filed with the Federal Trade Commission and the Department of Justice the requirements by the HSR Act with respect to the proposed merger with Buffalo Merger Sub Inc., a wholly owned subsidiary of Morgan Stanley. Morgan Stanley Capital Group will pay $11.35 per share in cash for each outstanding share of its capital stock, and that the termination of the Hart-Scott-Rodino waiting period satisfies one of the conditions to the merger. It expects consummation of the merger to occur in August or September 2006. About TransMontaigne TransMontaigne Inc. (NYSE:TMG) is a refined petroleum products marketing and distribution company, based in Denver, Colorado with operations in the United States, primarily in the Gulf Coast, Florida, East Coast and Midwest regions. The Company's principal activities consist of (i) terminal, pipeline, tug and barge operations, (ii) marketing and distribution, (iii) supply chain management services and (iv) managing the activities of TransMontaigne Partners L.P. The Company's customers include refiners, wholesalers, distributors, marketers, and industrial and commercial end-users of refined petroleum products. * * * As reported in the Troubled Company Reporter on May 1, 2006, Standard & Poor's Ratings Services held its 'B+' corporate credit rating on petroleum storage and distribution company TransMontaigne Inc. on CreditWatch with developing implications, following the announcement that Morgan Stanley Capital Group Inc. has made a competing offer to acquire TransMontaigne for $10.50 per share. As reported in the Troubled Company Reporter on March 30, 2006, Standard & Poor's Ratings Services revised the CreditWatch implications for its 'B+' corporate credit rating on petroleum storage and distribution company TransMontaigne Inc. to developing from positive. TRIBUNE COMPANY: Reports $1.43 Bil. in Revenues for 2nd Qtr. 2006 ----------------------------------------------------------------- Tribune Company reported its 2006 second quarter operating revenues decreased by 1%, or $20 million, to $1.43 billion. Consolidated cash operating expenses were up 1%, or $11 million. In the second quarter of 2006, cash operating expenses included $5 million of stock-based compensation expense. Operating cash flow was down 8% to $362 million from $393 million, while operating profit declined 9% to $306 million from $335 million. Equity Results The Company's net equity income was $26 million in the second quarter of 2006, compared with $12 million in the second quarter of 2005. The increase reflected operating improvements at TV Food Network and CareerBuilder and includes the Company's $6 million share of a one-time favorable income tax adjustment at CareerBuilder. In addition, the Company was no longer recording losses for The WB Network as the Company's recorded investment has been reduced to zero. Additional Financial Details Corporate expenses for the 2006 second quarter increased to $14 million from $13.5 million in the second quarter of 2005, primarily due to $1 million of stock-based compensation expense. Interest expense for the 2006 second quarter increased to $47 million, up 34 percent from $35 million in the second quarter of 2005, primarily due to higher interest rates and debt levels. Debt, excluding the PHONES, was $2.6 billion at the end of the 2006 second quarter and $1.9 billion at the end of the 2005 second quarter. Diluted weighted average shares outstanding declined by 4% from the second quarter of 2005, primarily due to stock repurchases. The Company repurchased 4.6 million shares in the first half of 2006 prior to the announcement of the tender offer. Capital expenditures were $40 million in the second quarter of 2006. Discontinued Operations In June 2006, the Company sold its Atlanta and Albany television stations. The assets and liabilities of these stations are now classified as held for sale and their results of operations are reported as discontinued operations. In the second quarter of 2006, the Company recorded a pretax loss of $90 million, including $80 million of allocated television group goodwill, to write down the Atlanta and Albany net assets to estimated fair value, less costs to sell. In accordance with Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets", the Company aggregates all of its television stations into one reporting unit for goodwill accounting purposes. Although no goodwill was recorded when the Atlanta station was acquired and only $300,000 of goodwill was recorded for the Albany acquisition, FAS 142 requires the Company to allocate a portion of its total television group goodwill to stations that are sold based on the fair value of the stations, relative to the fair value of the Company's remaining stations. The station sales are expected to generate pretax proceeds of about $200 million and will close upon regulatory approval. About Tribune Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) -- http://www.tribune.com/-- is a media company, operating businesses in publishing and broadcasting. In publishing, Tribune operates 11 leading daily newspapers including the Los Angeles Times, Chicago Tribune and Newsday, plus a wide range of targeted publications. The company's broadcasting group operates 26 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. * * * As reported in the Troubled Company Reporter on June 19, 2006, Moody's Investors Service downgraded Tribune Company's senior unsecured debt rating to Ba1 from Baa3 and downgraded its short- term commercial paper rating to Not Prime from Prime-3 concluding the review for downgrade initiated on May 30, 2006. Moody's assigned a Ba1 Corporate Family Rating to The Tribune Company. Moody's said the outlook is stable. UNITY VIRGINIA: U.S. Trustee Unable to Form Creditors Committee --------------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6 informs Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas that that there was an insufficient number of creditors willing to serve on an Official Committee of Unsecured Creditors in the chapter 11 cases of Unity Virginia Holdings LLC and its debtor-affiliates. Accordingly, the U.S. Trustee is unable to appoint a committee under Section 1102(a) of the Bankruptcy Code at this time. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the chapter 11 cases to a liquidation proceeding. Headquartered in Dallas, Texas, Unity Virginia Holdings LLC, operates a coal mining and processing company. The company filed for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex. Case No. 06-31937). James C. Jarret, Esq., and Arnaldo N. Cavazos, Jr., Esq., at Cavazos, Hendricks & Poirot, P.C., represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. Four of the Debtor's affiliates, Glamorgan Coal Resources LLC, Glamorgan Processing LLC, Glamorgan Properties LLC, and Glamorgan Refuse LLC, filed for chapter 11 protection on May 12, 2006 (Bankr. N.D. Tex. Case Nos. 06-31953 through 06-31956). Another affiliate, Glamorgan OPerations, LLC, filed for chapter 11 protection on May 17, 2006 (Bankr. N.D. Tex. Case No. 06-31995). VARIG S.A.: Creditors Snub Volo's $500 Million Purchase Bid ----------------------------------------------------------- VARIG, S.A. creditors voted Monday to reject a $500,000,000 bid for the company's operating assets from Volo do Brasil. Key creditors, led by airline leasing companies, threw out a bankruptcy plan to sell VARIG's assets to Volo, saying the proposal is not enough to pay VARIG's more than BRL7 billion -- $3 billion -- of debt. Representatives of VARIG workers and pensioners and principal government creditors agreed to accept Volo's offer. Marcelo Bottini, VARIG's chief executive officer, told reporters after the creditors' meeting in Rio de Janeiro, Brazil, that Volo and the airline's employee unions will challenge the decision and ask Judge Luiz Roberto Ayoub of the 8th District Bankruptcy Court in Brazil for a recount. Mr. Bottini, Reuters reports, pointed out that creditors with "little financial stake" were given the same voting power as larger creditors. He noted that the larger creditors voted for Volo's offer. This development came a week after the Brazilian Court gave its nod to the Volo offer following alterations to the bid. The modifications include the single payment of two debentures totaling BRL50,000,000 each to satisfy a portion of VARIG's debt. Originally, Volo intended to provide funding over a 10-year period. Volo has offered to provide up to $20,000,000 in emergency funds and up to $485,000,000 in additional funding based on a timetable contained in a business plan, according to papers filed with the U.S. Bankruptcy Court. Volo's Proposal also contemplates the transfer of 30 leased aircraft. An auction would have been conducted on July 19, 2006, if creditors voted to accept Volo's offer. The Brazilian court must now decide on whether to continue to search for a restructuring solution for the indebted airline or to liquidate its assets. VARIG may entertain other suitors. Cinzel Partners fund has created a consortium of investors to come up with a $600,000,000 bid for VARIG, according to Investnews (Brazil). Roberto Lima Netto, former president of Brazilian steel maker Companhia Siderurgica Nacional and representative of Cinzel, has told O Estado de Sao Paulo that the consortium intends to acquire as much as 30% of VARIG's operations. Cinzel will allow the airline's employees to acquire the 20% while the remainder would be sold in a public offering. Volo, which recently purchased VARIG's cargo unit, VARIG Logistica S.A., is partially controlled by U.S. investment fund MatlinPatterson Global Advisors. Reuters says that VARIG has been able to continue flying because of daily deposits made by Volo, which on July 7 totaled more than $11,000,000. About VARIG Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's largest air carrier and the largest air carrier in Latin America. VARIG's principal business is the transportation of passengers and cargo by air on domestic routes within Brazil and on international routes between Brazil and North and South America, Europe and Asia. VARIG carries approximately 13 million passengers annually and employs approximately 11,456 full-time employees, of which approximately 133 are employed in the United States. The Company, along with two affiliates, filed for a judicial reorganization proceeding under the New Bankruptcy and Restructuring Law of Brazil on June 17, 2005, due to a competitive landscape, high fuel costs, cash flow deficit, and high operating leverage. The Debtors may be the first case under the new law, which took effect on June 9, 2005. Similar to a chapter 11 debtor-in-possession under the U.S. Bankruptcy Code, the Debtors remain in possession and control of their estate pending the Judicial Reorganization. Sergio Bermudes, Esq., at Escritorio de Advocacia Sergio Bermudes, represents the carrier in Brazil. Each of the Debtors' Boards of Directors authorized Vicente Cervo as foreign representative. In this capacity, Mr. Cervo filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14400 and 05-14402). Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the United States. As of March 31, 2005, the Debtors reported BRL2,979,309,000 in total assets and BRL9,474,930,000 in total debts. (VARIG Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000) VARIG S.A.: Brazilian Government's Claim Gains Priority Status -------------------------------------------------------------- A federal court in Brazil granted priority to the Brazilian government's claims against VARIG, S.A., over the airline's other creditors, Bloomberg News says, citing a report from O Estado de S. Paulo. The Brazilian government asserts claims against VARIG for back taxes. The bankrupt carrier owes the government BRL3,500,000,000 -- US$1,570,000 -- Estado said. According to Estado, the government sought relief because VARIG failed to pay all taxes before filing for bankruptcy -- a requirement under Brazilian law. About VARIG Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's largest air carrier and the largest air carrier in Latin America. VARIG's principal business is the transportation of passengers and cargo by air on domestic routes within Brazil and on international routes between Brazil and North and South America, Europe and Asia. VARIG carries approximately 13 million passengers annually and employs approximately 11,456 full-time employees, of which approximately 133 are employed in the United States. The Company, along with two affiliates, filed for a judicial reorganization proceeding under the New Bankruptcy and Restructuring Law of Brazil on June 17, 2005, due to a competitive landscape, high fuel costs, cash flow deficit, and high operating leverage. The Debtors may be the first case under the new law, which took effect on June 9, 2005. Similar to a chapter 11 debtor-in-possession under the U.S. Bankruptcy Code, the Debtors remain in possession and control of their estate pending the Judicial Reorganization. Sergio Bermudes, Esq., at Escritorio de Advocacia Sergio Bermudes, represents the carrier in Brazil. Each of the Debtors' Boards of Directors authorized Vicente Cervo as foreign representative. In this capacity, Mr. Cervo filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14400 and 05-14402). Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the United States. As of March 31, 2005, the Debtors reported BRL2,979,309,000 in total assets and BRL9,474,930,000 in total debts. (VARIG Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000) WERNER LADDER: U.S. Trustee Appoints Official Creditors Committee ----------------------------------------------------------------- Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly Beaudin Stapleton, the United States Trustee for Region 3, appoints three additional creditors to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Werner Holding Co. (DE), Inc., and its debtor-affiliates. ReCap International (BVI) Ltd., the Pension Benefit Guaranty Corporation and Claren Road Asset Management have been added to the Committee effective July 12, 2006. The Creditors Committee now comprises: (1) The Bank of New York, as Successor Trustee Attn: Kenny Tang 101 Barclay Street, 8 West Corporate Trust New York, NY 10286 Tel: (212) 815-2816 Fax: (212) 815-5131 (2) Levine Leichtman Capital Partners, III, L.P. Attn: Eric A. Scroggins 335 North Maple Drive, Suite 240 Beverly Hills, California 90210 Tel: (310) 275-5335 Fax: (310) 275-1441 (3) Saint-Gobain Corporation Attn: Thomas L. Fitzpatrick 1 New Bond Street, Worcester, Massachusetts 01615 Tel: (508) 795-5409 Fax: (508) 795-5266 (4) Venture Plastics Attn: Steve Trapp P.O. Box 249, 4000 Warren Road Newton Falls, Ohio 44444 Tel: (330) 872-5774 Fax: (330) 872-3597 (5) WXP, Inc. Attn: John E. Thigpen 93 Werner Road, Building A Greenville, Pennsylvania 16125 Tel: (724) 588-2000 Fax: (724) 589-4286 (6) ReCap International (BVI) Ltd. c/o Murray Capital Management, Inc. Attn: Joseph Galzerano 26th Floor, 680 Fifth Avenue New York, NY 10019 Tel: (212) 582-5505 Fax: (212) 582-5525 (7) Pension Benefit Guaranty Corporation Attn: Adi Berger 1200 K Street Washington, D.C. 20005 Tel: (202) 326-4000 Fax: (202) 842-2643 About Werner Ladder Headquartered in Greenville, Pennsylvania, Werner Co. -- http://www.wernerladder.com/-- manufactures and distributes ladders, climbing equipment and ladder accessories. The company and three of its affiliates filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case No. 06-10578). Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors' counsel. The firm of Willkie Farr & Gallagher LLP represents the Debtors as its co-counsel. The Debtors have retained Rothschild Inc. as their financial advisor and investment banker. At March 31, 2006, the Debtors reported total assets of $201,042,000 and total debts of $473,447,000. (Werner Ladder Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000) WERNER LADDER: Committee Taps Winston & Strawn as Bankr. Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the chapter 11 cases of Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its debtor-affiliates, asks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Winston & Strawn LLP as its lead counsel nunc pro tunc to June 28, 2006. The Committee hired Winston & Strawn because of its extensive experience in restructuring and insolvency practice and in representing debtors, creditors, committees and other parties-in- interest in cases under the Bankruptcy Code and in out-of-court debt restructurings and workouts. Winston & Strawn will: (1) advise the Committee with respect to its duties and powers in the Debtors' Chapter 11 cases; (2) consult with Committee and the Debtors concerning the administration of the Chapter 11 cases; (3) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, including the operation of the Debtors' businesses and the desirability of continuing or selling their businesses or assets and in any other sale transaction under Section 363 of the Bankruptcy Code; (4) assist the Committee in evaluating claims against the estates, including analysis of possible objections to the validity, priority, amount, subordination or avoidance of claims or transfers of property in consideration of the claims; (5) assist the Committee in the formulation of a proposed chapter 11 plan, including the Committee's communications with unsecured creditors concerning the plan; (6) assist the Committee with any request for the appointment of a Chapter 11 trustee or examiner and appeal before the Bankruptcy Court, any other federal court, state court or appellate courts; (7) advise and represent the Committee concerning matters arising in the Debtors' Chapter 11 cases, including the obtaining of credit, asset sales and the rejection or assumption of executory contracts and unexpired leases; and (8) perform all other legal services to the Committee that are required in the Debtors' Chapter 11 cases. The customary rates of Winston & Strawn's professionals are: Designation Hourly Rate ----------- ----------- Partners $365 - $835 Associates $200 - $485 Legal Assistants $100 - $240 The firm will also seek reimbursement of reasonable out-of-pocket expenses. The professionals most likely to be engaged in Winston & Strawn's representation of the Committee are: Professional Designation Hourly Rate ----------- ----------- ----------- David Neier Partner $610 Eric Sagerman Partner $600 John Fredericks Partner $520 Justin Rawlins Associate $385 Nickie Wilson Associate $250 Lindsey Moran Associate $240 David Neier, Esq., assures the Court that Winston & Strawn is a disinterested person as that term is defined in Sections 101(14) and 1107(b) of the Bankruptcy Code. About Werner Ladder Headquartered in Greenville, Pennsylvania, Werner Co. -- http://www.wernerladder.com/-- manufactures and distributes ladders, climbing equipment and ladder accessories. The company and three of its affiliates filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case No. 06-10578). Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors' counsel. The firm of Willkie Farr & Gallagher LLP represents the Debtors as its co-counsel. The Debtors have retained Rothschild Inc. as their financial advisor and investment banker. At March 31, 2006, the Debtors reported total assets of $201,042,000 and total debts of $473,447,000. (Werner Ladder Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000) WINN-DIXIE: Can Retroactively Reject 77 Store Leases ---------------------------------------------------- Judge Funk of the U.S. Bankruptcy Court for the Middle District of Florida grants Winn-Dixie Stores, Inc.' request and deems the 77 store leases rejected on Feb. 21, 2005. The Court overrules all objections, and clarifies that its order does not constitute a waiver of any claims the Debtors may have against any counterparty to the Assigned Leases. The Court Order will not affect the validity of the lease assignments, and the assignees' rights and obligations under their respective leases, or constitute a breach or default by the assignee of the leases and related documents, Judge Funk states. Judge Funk directs the landlords to file proofs of claim for rejection damages, if any, by Aug. 12, 2006. Fiesta Mart's Objection Fiesta Mart, Inc., objects to the rejection of the leases of Store Nos. 2411, 2422, 2441 and 2459. Michael J. Durrschmidt, Esq., at Hirsch & Westheimer, P.C., in Houston, Texas, relates that the Debtors assigned to Fiesta all their right, title and interest as tenant under the four leases pursuant to an asset purchase agreement dated May 21, 2002. The Debtors' attempt to reject the leases constitutes a breach of the Asset Purchase Agreement, Mr. Durrschmidt asserts. Section 365(c) of the Bankruptcy Code allows the rejection of any "unexpired lease of the debtor". However, the Leases are not, nor were they at the time of the Debtors' bankruptcy filing, leases of the Debtors, Mr. Durrschmidt points out. If the Debtors reject the leases, Fiesta would show that the lease rejections constitute a default leading to damages not only for the landlords, but also for the lease assignee, Mr. Durrschmidt asserts. Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. -- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across the Southeastern United States and in the Bahamas and employs approximately 90,000 people. The Company, along with 23 of its U.S. subsidiaries, filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840). D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP, represent the Debtors in their restructuring efforts. Paul P. Huffard at The Blackstone Group, LP, gives financial advisory services to the Debtors. Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B. Macdonald, Esq., at Akerman Senterfitt give legal advice to the Official Committee of Unsecured Creditors. Houlihan Lokey & Zukin Capital gives financial advisory services to the Committee. When the Debtors filed for protection from their creditors, they listed $2,235,557,000 in total assets and $1,870,785,000 in total debts. (Winn-Dixie Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000). WINN-DIXIE: Wants Solicitation & Tabulation Procedures Approved --------------------------------------------------------------- Winn-Dixie Stores, Inc., and its debtor-affiliates ask Judge Funk of the U.S. Bankruptcy Court for the Middle District of Florida to approve procedures associated with the solicitation and tabulation of votes on their Joint Plan of Reorganization and Disclosure Statement filed June 29, 2006. The Debtors propose to utilize Logan & Company, Inc., their claims, noticing, and balloting agent, to assist them in: (i) soliciting votes on and providing notice of the Plan; (ii) receiving and tabulating ballots cast on the Plan; and (iii) certifying to the Court the results of the balloting. The Debtors ask the Court to establish a date that is one week before the hearing to consider confirmation of their Plan, at 4:00 p.m. (Eastern Time) on that date, as the deadline by which all ballots must be received by Logan & Co. The Debtors also seek permission, subject to consultation with the Official Committee of Unsecured Creditors, to extend the Voting Deadline as facts and circumstances may require by filing notice of the extension with the Court and by serving a copy of the notice upon Logan & CO. The Debtors ask Judge Funk to establish Aug. 1, 2006, at 5:00 p.m. (Eastern Time), as the record date for determining the holders of claim against and interests in the Debtors that are entitled to receive solicitation packages and notices. Solicitation Packages After the Court's approval of the Disclosure Statement, the Debtors intend to distribute solicitation packages containing copies of: -- approved letters soliciting the acceptance or rejection of the Plan; -- notice of the confirmation hearing and objection deadline; -- notice of the voting deadline; -- Court-approved Disclosure Statement; -- the Plan or a Court-approved summary of the Plan; -- an appropriate ballot; -- if applicable, a cash reduction form; -- a pre-addressed postage-prepaid return envelope; and -- other information as the Court may direct. To avoid duplication and reduce expenses, the Debtors propose that voting creditors who have filed duplicate claims, which are classified in the same class under the Plan, receive only one Solicitation Package and one ballot with respect to that class. Disputed Claims Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure, holders of Claims in Classes 10 to 17 that are partly contingent, unliquidated or disputed may be permitted to vote to accept or reject the Plan, subject to their right to ask the Court to temporarily allow claims in a higher amount for voting purposes. The Debtors propose to distribute to each of the Disputed Claimants a package that includes: -- a notice of non-voting status and temporary allowance procedures; -- approved letters soliciting the acceptance or rejection of the Plan; -- the Disclosure Statement; -- the Plan as appendix to the Disclosure Statement; -- a cash reduction form; and -- other information as the Court may direct. The Debtors ask the Court to fix the date that is one week prior to the Voting Deadline, at 4:00 p.m. (Eastern Time) on that date, as the deadline for filing requests for temporary allowance of claims or interests for voting purposes pursuant to Bankruptcy Rule 3018(a). Any party timely filing and serving a Rule 3018 Motion will be provided a ballot and be permitted to cast a provisional vote to accept or reject the Plan. Ballot Forms and Notices The Debtors propose to distribute ballots to holders of claims in Classes 7 to 17 under the Plan. The Ballot Forms will be based on Official Form No. 14, but will be modified to: (a) facilitate voting by large numbers of creditors; (b) meet the particular requirements of the Plan; and (c) reflect developments in the law and practice with respect to voting by holders of public debt securities. Holders of Claims in Classes 1 to 6, which are proposed to be unimpaired, will receive a Notice of Non-Voting Status in lieu of a Solicitation Package. The Plan provides opportunity for holders of claims in Classes 13 to 16 to elect to reduce their claims to $3,000 and to receive a one-time cash payment of $2,010, in lieu of the shares of new common stock otherwise to be distributed to the holders. The Debtors will distribute cash reduction forms to claim holders in Classes 13 to 16, and to non-voting creditors who may potentially become holders of allowed claims in these classes. The form will also be posted at Logan & Co.'s Web site at http://www.loganandco.com/ Holders of Claims in Classes 18 to 21, who are deemed to have rejected the Plan, will receive a Notice of Deemed Rejecting Status. Parties to certain of the Debtors' executory contracts and unexpired leases will be provided with a Contract/Lease Party Notice, which describes: (a) the provisions of the Plan relating to the treatment of executory contracts and unexpired leases; and (b) the procedure for seeking to cast a vote with respect to potential rejection damage claims. These contingent votes will be counted only if a motion to reject their contract or lease is filed before the date of the confirmation hearing, subject to certain conditions. Noteholder claimants in Class 12 will receive a Solicitation Package while Holders of Claims in Class 21 will receive a Notice of Deemed Rejecting Status. Due to the complex structure of the securities industry, the Debtors propose to cause Logan & Co. to transmit the corresponding forms no later than the Solicitation Commencement Date. Solicitation Packages and all forms of ballots and notices will be mailed for informational purposes to, among others: -- the U.S. Trustee; -- counsel to the Creditors Committee; -- Internal Revenue Service; -- U.S. Securities and Exchange Commission; and -- the Office of New York State Attorney General. Vote Tabulation Procedures Only the ballots that are timely received, that contain sufficient information to permit the identification of the claimant, and that are cast as an acceptance or rejection of the Plan will be counted. Ballots timely received that indicates neither an acceptance or rejection or both an acceptance and rejection of the Plan will be counted as an acceptance. Whenever two or more ballots are cast for the same claim prior to the Voting Deadline, the last ballot received will supersede any prior ballots. Claim splitting is not permitted and creditors must vote all of their claims within a particular class to either accept or reject the Plan. Claimants who have delivered a valid ballot are permitted to withdraw their votes by delivering a valid written notice of withdrawal to Logan & Co. at any time prior to the Voting Deadline. Original executed ballots should be returned to Logan & Co. Any ballot sent via facsimile or e-mail will be rejected. Votes cast by holders of Noteholder Claims in Class 12 will be collected and retained for one year following the Voting Deadline to enable the Court to verify the results. Confirmation Hearing The Debtors ask the Court to schedule the hearing to consider confirmation of the Plan a date that will allow sufficient notice in accordance with Rule 2002(b) of the Federal Rules of Bankruptcy Procedure. The Debtors ask the Court to fix the deadline for filing objections to the Plan one week before the Confirmation Hearing, at 4:00 p.m. on that date. If the Disclosure Statement is approved on Aug. 4, 2006, the Debtors believe that a Plan Objection Deadline on or after Sept. 25, 2006, and a Confirmation Hearing on or after Oct. 2, 2006, would satisfy the requirements of Bankruptcy Rule 2002(b) and provide 10 days to reach beneficial holders of the Debtors' public debt and equity. The Debtors will publish a short-form notice of the Confirmation Hearing and the Plan Objection Deadline in the national editions of The New York Times and The Wall Street Journal, as well as in the Sun-Sentinel, Florida Times-Union, Miami Herald, Orlando Sentinel, Palm Beach Post, The Tampa Tribune, St. Petersburg Times, News & Observer, Albany Herald, Ledger-Inquirer, Savannah Morning News, The Courier Herald, The Times-Picayune, Press- Register, Birmingham News, The Meridian Star, and Sun Herald. Waiver of Local Rule 3071-1(b) The Debtors ask the Court to waive the requirements of Local Rule 3071-1(b), under which applications for administrative expenses must be made: (a) 15 days prior to the Confirmation Hearing; or (b) 30 days after the occurrence of the last event giving rise to the claim. The Plan provides that all requests for payment of administrative claims must be made by application filed with the Court and served on counsel for the Reorganized Debtors not later than 45 days after the Plan's effective date. Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, says that the size and complexity of the Debtors' Chapter 11 cases justify the waiver of Local Rule 3071-1(b). Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. -- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across the Southeastern United States and in the Bahamas and employs approximately 90,000 people. The Company, along with 23 of its U.S. subsidiaries, filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840). D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP, represent the Debtors in their restructuring efforts. Paul P. Huffard at The Blackstone Group, LP, gives financial advisory services to the Debtors. Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B. Macdonald, Esq., at Akerman Senterfitt give legal advice to the Official Committee of Unsecured Creditors. Houlihan Lokey & Zukin Capital gives financial advisory services to the Committee. When the Debtors filed for protection from their creditors, they listed $2,235,557,000 in total assets and $1,870,785,000 in total debts. (Winn-Dixie Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000). WORLD WIDE: Court Appoints Basil T. Simon as Chapter 11 Trustee --------------------------------------------------------------- The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan Southern Division appoints Basil T. Simon, Esq., as Chapter 11 Trustee for World Wide Financial Services, Inc.'s bankruptcy case. GMAC-RFC, the Debtor's largest unsecured creditor, sought the appointment of a chapter 11 trustee pointing to the Debtor's alleged: -- prepetition mismanagement; -- non-disclosure of insider transactions on its schedules; -- lack of current operations; and -- settlement with the State of Michigan Office of Financial and Insurance Services, which resulted to the loss of its license to continue operations and increased debt due to penalties to be assessed against the Debtor. GMAC-RFC received Court authority to look into insiders' tax returns. The most recent return is for 2004. GMAC-RFC found discrepancies among the filed including unexplained and undisclosed transfers of substantial assets prepetition to insiders. Saul Eisen, the U.S. Trustee for Region 9 consented to the appointment though it would have preferred to have the Debtor's case converted to a chapter 7 liquidation proceeding. Paul J. Randel, Esq., speaking for the U.S. Trustee, reminded the Court that early in the case, concerns were raised about the Debtor's ability to reorganize because it has overwhelming debt and its ability to generate revenue was questionable. The revenue was a concern because the Debtor was the subject of a highly publicized dispute with state regulators and its license was potentially in jeopardy. Headquartered in Southfield, Michigan, World Wide Financial Services, Inc., is a mortgage company. The company filed for chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No. 05-75180). Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at Raymond & Prokor, P.C., represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors was appointed in the case. The Debtor reported $2.5 million in assets and $32.5 million in liabilities in its statement of assets and debts. XYBERNAUT SOLUTIONS: Court Extends Plan Filing Period to Aug. 4 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia extended until Aug. 4, 2006, the exclusive period within which Xybernaut Corporation and its affiliate, Xybernaut Solutions, Inc., can file a chapter 11 reorganization plan. The Court also extended their exclusive right to solicit acceptances of that plan to Oct. 4, 2006. John H. Maddock III, Esq., at McGuireWoods LLP, tells the Court that the Debtors have negotiated the principal terms for a chapter 11 plan, including exit financing from East River Capital, LLC, an escrow fund and a cash flow note in favor of general unsecured creditors and an intercreditor distribution arrangement funded by proceeds generated from litigation and from the monetization of patients. Mr. Maddock notes that the extension will enable the Debtors to have more time to prepare work through the details of drafting a disclosure statement and plan that has been negotiated with East River. Headquartered in Fairfax, Virginia, Xybernaut Corporation, develops and markets small, wearable, mobile computing and communications devices and a variety of other innovative products and services all over the world. The corporation never turned a profit in its 15-year history. The Company and its affiliate, Xybernaut Solutions, Inc., filed for chapter 11 protection on July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802). John H. Maddock III, Esq., at McGuireWoods LLP, represents the Debtors in their chapter 11 proceedings. Paul M. Sweeney, Esq., at Linowes & Blocher LLP, represents the Official Committee of Unsecured Creditors. Craig Benson Young, Esq., at Connolly Bove Lodge & Hutz, represents the Official Committee of Equity Security Holders. When the Debtors filed for protection from their creditors, they listed $40 million in total assets and $3.2 million in total debts. * FTI Consulting Appoints Two New Senior Managing Directors ----------------------------------------------------------- FTI Consulting, Inc., appointed two new senior managing directors. G. Anthony Lopez joins FTI's Financial Investigations and Forensic Accounting practice in the Forensic and Litigation Consulting segment and Andy Scruton joins FTI's Creditor Rights practice in the Corporate Finance segment. Commenting on the new appointments, Dominic DiNapoli, FTI's chief operating officer, said, "FTI seeks out talented professionals who exemplify the expertise and professionalism our firm brings to every client engagement. Tony and Andy are outstanding additions to the FTI team and will help us to further fulfill our commitment to excellence." G. Anthony Lopez joins FTI's Financial Investigations and Forensic Accounting practice within the Forensic and Litigation Consulting segment as senior managing director in the Washington D.C. office. Mr. Lopez brings 18 years of experience as a CPA involved in complex accounting, auditing, reporting and regulatory issues. He will work with FTI clients to provide time sensitive and critical information in the areas of Securities Exchange Commission accounting, financial investigations, forensic accounting and financial statement reporting and disclosure. Prior to joining FTI, Mr. Lopez provided thought leadership in both the promulgation and interpretation of generally accepted accounting principles in his roles as an associate chief accountant in the Office of the Chief Accountant at the SEC and as a staff member of the Financial Accounting Standards Board and Emerging Issues Task Force. Mr. Lopez's areas of expertise include revenue recognition, leasing, business combinations, long- lived assets, restructuring, impairments and restatements. Previously, Mr. Lopez was a corporate vice president of two Fortune 500 companies in the telecommunication and technology sectors. Mr. Lopez has also worked for several Big Four accounting firms, including significant national office consulting roles in which he provided advice on complex accounting issues. Mr. Lopez holds a BS in Financial Accounting, summa cum laude, from the Metropolitan State College of Denver and an MBA, cum laude, from Regis University. Andy Scruton joins the Creditor Rights practice within the Corporate Finance segment as a senior managing director in FTI's New York office. With over 18 years of experience as a financial advisor to companies and their creditors, Mr. Scruton has extensive background with distressed or troubled corporate situations, both in and out-of-court. He also has significant experience in the energy, telecommunications, manufacturing, retail and consumer product industries. Prior to joining FTI, Mr. Scruton was a founding managing director of Giuliani Capital Advisors and a managing director at a Big Four accounting firm. He spent eight years working in London and established considerable experience in the financial services and insurance sectors. Mr. Scruton holds an MA in Mathematics & Management Studies from Cambridge University, is a fellow of the Institute of Chartered Accountants in England and Wales and has passed the Series 7, 63 and 24 examinations. About FTI Consulting FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- provides problem-solving consulting and technology services to major corporations, financial institutions and law firms when confronting critical issues that shape their future and the future of their clients, such as financial and operational improvement, major litigation, mergers and acquisitions and regulatory issues. FTI has 25 offices in major US cities, and offices in Europe, Asia and Australia. FTI's total workforce of more than 1,400 employees includes numerous PhDs, MBAs, CPAs, CIRAs and CFEs, who are committed to delivering the highest level of service to clients. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- July 25, 2006 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Centre Club, Tampa, Florida Contact: 561-882-1331 or http://www.turnaround.org/ July 26, 2006 BEARD AUDIO CONFERENCES Distressed Market Opportunities Audio Conference Contact: 240-629-3300; http://www.beardaudioconferences.com/ 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/ July 27, 2006 TURNAROUND MANAGEMENT ASSOCIATION Should legislative protection or indemnities be provided to Chief Restructuring Officers to encourage turnarounds? Bondi Room, Sydney, NSW Contact: http://www.turnaround.org/ July 31, 2006 TURNAROUND MANAGEMENT ASSOCIATION Annual Golf & Tennis Outing Raritan Valley Country Club, Bridgewater, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ July 31, 2006 TURNAROUND MANAGEMENT ASSOCIATION Summer Social BBQ Colonial Springs Country Club, Long Island, New York Contact: 631-251-6296 or http://www.turnaround.org/ August 3, 2006 TURNAROUND MANAGEMENT ASSOCIATION Commercial Lenders Breakfast Sydney, Australia Contact: 0438 653 179 or http://www.turnaround.org/ August 3-5, 2006 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ August 3, 2006 BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Audio Conference Contact: 240-629-3300; http://www.beardaudioconferences.com/ August 9, 2006 TURNAROUND MANAGEMENT ASSOCIATION Professional Development Meeting Sydney, Australia Contact: 0438 653 179 or http://www.turnaround.org/ August 15, 2006 TURNAROUND MANAGEMENT ASSOCIATION DIP Panel Discussion Kansas City, Missouri Contact: http://www.turnaround.org/ August 16, 2006 TURNAROUND MANAGEMENT ASSOCIATION Family Night Baseball with the NJ Jackals (Yogi Berra Autograph Night) Jackals Stadium, Montclair, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ August 25, 2006 TURNAROUND MANAGEMENT ASSOCIATION Annual Fishing Trip Point Pleasant, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ August 29, 2006 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Citrus Club, Orlando, Florida Contact: 561-882-1331 or http://www.turnaround.org/ September 6, 2006 TURNAROUND MANAGEMENT ASSOCIATION 4th Annual Alberta Golf Tournament Kananaskis Country Golf Course, Kananaskis, Alberta Contact: 403-294-4954 or http://www.turnaround.org/ September 7, 2006 TURNAROUND MANAGEMENT ASSOCIATION Business Mixer TBA, Seattle, Washington Contact: 503-223-6222 or http://www.turnaround.org/ September 7-8, 2006 EUROMONEY Leveraged Finance Hotel Rey Juan Carlos I, Barcelona, Spain Contact: http://www.euromoneyplc.com/ September 7-8, 2006 TURNAROUND MANAGEMENT ASSOCIATION Saratoga Regional Conference Gideon Putnam Hotel, Saratoga Springs, New York Contact: http://www.turnaround.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/ September 8-9, 2006 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium London, England Contact: http://www.turnaround.org/ September 13, 2006 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Meeting Marriott Tyson's Corner, Vienna, Virginia Contact: 703-912-3309 or http://www.turnaround.org/ September 13, 2006 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast TBA, Secaucus, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ September 13, 2006 TURNAROUND MANAGEMENT ASSOCIATION LI Turnaround Formal Event Long Island, New York Contact: http://www.turnaround.org/ September 13, 2006 TURNAROUND MANAGEMENT ASSOCIATION Networking Function Sydney, Australia Contact: 0438 653 179 or http://www.turnaround.org/ September 13, 2006 TURNAROUND MANAGEMENT ASSOCIATION Formal Event - Major Speaker to be Announced Long Island, New York Contact: 631-251-6296 or http://www.turnaround.org/ September 13-15, 2006 TURNAROUND MANAGEMENT ASSOCIATION Texas Regional Conference Hyatt Regency Resort & Spa Lost Pines, TX Contact: 870-760-7116 or http://www.turnaround.org/ September 14, 2006 TURNAROUND MANAGEMENT ASSOCIATION Kick-Off Reception Westin Buckhead, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ September 15, 2006 TURNAROUND MANAGEMENT ASSOCIATION BOK Review - Management Gardner Carton & Douglas, Chicago, IL Contact: 815-469-2935 or http://www.turnaround.org/ September 17-24, 2006 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES Optional Alaska Cruise Seattle, Washington Contact: 800-929-3598 or http://www.nabt.com/ September 19-20, 2006 STRATEGIC RESEARCH INSTITUTE 2nd Annual Euro Distressed Debt Summit Le Meridien Parkhotel, Frankfurt, Germany Contact: http://www.srinstitute.com/ September 20, 2006 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner Bankers Club, Miami, Florida Contact: 561-882-1331 or http://www.turnaround.org/ September 21, 2006 TURNAROUND MANAGEMENT ASSOCIATION Restructuring Workshop With US Bankruptcy Judges Hale, Nelms and Lynn Belo Mansion - The Pavilion, Dallas, TX Contact: http://www.turnaround.org/ September 24, 2006 TURNAROUND MANAGEMENT ASSOCIATION Restructuring the Troubled High Tech Company Arizona Contact: http://www.turnaround.org/ September 26, 2006 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Centre Club, Tampa, Florida Contact: 561-882-1331 or http://www.turnaround.org/ September 27, 2006 TURNAROUND MANAGEMENT ASSOCIATION Joint Education Program with NYIC Joint Reception CFA/RMA/IWIRC Woodbridge Hilton, Iselin, NJ Contact: http://www.turnaround.org/ September 27, 2006 TURNAROUND MANAGEMENT ASSOCIATION 7th Annual Cross Border Business Restructuring and Turnaround Conference Banff, Alberta Contact: http://www.turnaround.org/ October 5, 2006 TURNAROUND MANAGEMENT ASSOCIATION Commercial Lenders Breakfast Sydney, Australia Contact: 0438 653 179 or http://www.turnaround.org/ October 10, 2006 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Meeting Center Club, Baltimore, Maryland Contact: 703-912-3309 or http://www.turnaround.org/ October 11, 2006 TURNAROUND MANAGEMENT ASSOCIATION Professional Development Meeting Sydney, Australia Contact: 0438 653 179 or http://www.turnaround.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 12, 2006 TURNAROUND MANAGEMENT ASSOCIATION UTS Fundamentals of Turnaround Management Mecure Hotel - Haymarket, Sydney, Australia Contact: http://www.turnaround.org/ October 17, 2006 TURNAROUND MANAGEMENT ASSOCIATION Updates on the New Bankruptcy Law Kansas City, Missouri Contact: http://www.turnaround.org/ October 19, 2006 TURNAROUND MANAGEMENT ASSOCIATION Billards Networking Night - Young Professionals TBA, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ October 26, 2006 TURNAROUND MANAGEMENT ASSOCIATION Hedge Funds - Expanded Financing Opportunities in Business Turnarounds Arizona Contact: http://www.turnaround.org/ October 26, 2006 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Speaker Series #3 TBA, Calgary, Alberta Contact: 403-294-4954 or http://www.turnaround.org/ October 26, 2006 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Speaker Series #3 TBA, Calgary, Alberta Contact: 403-294-4954 or http://www.turnaround.org/ October 27, 2006 TURNAROUND MANAGEMENT ASSOCIATION Breakfast with Coach Dan Reeves Westin Buckhead, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ October 28, 2006 TURNAROUND MANAGEMENT ASSOCIATION BK/TMA Golf Tournament Orange Tree Golf Resort, AZ Contact: 623-581-3597 or http://www.turnaround.org/ October 30-31, 2006 Distressed Debt Summit: Preparing for the Next Default Cycle Financial Research Associates LLC Helmsley Hotel, New York, NY Contact: http://www.frallc.com/ October 31, 2006 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Citrus Club, Orlando, Florida Contact: 561-882-1331 or http://www.turnaround.org/ October 31 - November 1, 2006 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC Annual Conference San Francisco, California Contact: http://www.iwirc.com/ November 1, 2006 TURNAROUND MANAGEMENT ASSOCIATION Halloween Isn't Over! - Ghosts of turnarounds past who remind you about what you should have done differently Portland, Oregon Contact: http://www.turnaround.org/ November 1-4, 2006 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges San Francisco, California Contact: http://www.ncbj.org/ November 2-3, 2006 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Third Annual Conference on Physician Agreements & Ventures Successful Strategies for Medical Transactions and Investments The Millennium Knickerbocker Hotel - Chicago Contact: 903-595-3800; 1-800-726-2524; http://www.renaissanceamerican.com/ November 7, 2006 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast Marriott, Bridgewater, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ November 8, 2006 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Meeting Marriott Tyson's Corner, Vienna, Virginia Contact: 703-912-3309 or http://www.turnaround.org/ November 8, 2006 TURNAROUND MANAGEMENT ASSOCIATION TMA Australia National Conference Sydney, Australia Contact: http://www.turnaround.org/ November 14, 2006 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Program St. Louis, Missouri Contact: 815-469-2935 or http://www.turnaround.org/ November 15, 2006 TURNAROUND MANAGEMENT ASSOCIATION Joint Reception with NYIC/NYTMA TBA, New York Contact: 908-575-7333 or http://www.turnaround.org/ November 15, 2006 LI TMA Formal Event TMA Australia National Conference Long Island, New York Contact: http://www.turnaround.org/ November 15, 2006 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner Citrus Club, Orlando, Florida Contact: 561-882-1331 or http://www.turnaround.org/ November 16, 2006 TURNAROUND MANAGEMENT ASSOCIATION Bankruptcy Judges Panel Duquesne Club, Pittsburgh, Pennsylvania Contact: http://www.turnaround.org/ November 16, 2006 TURNAROUND MANAGEMENT ASSOCIATION Dinner Program TBA, Seattle, Washington Contact: 503-223-6222 or http://www.turnaround.org/ November 23, 2006 TURNAROUND MANAGEMENT ASSOCIATION Martini Party Vancouver, British Columbia Contact: 403-294-4954 or http://www.turnaround.org/ November 27-28, 2006 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Thirteenth Annual Conference on Distressed Investing Maximizing Profits in the Distressed Debt Market The Essex House Hotel - New York Contact: 903-595-3800; 1-800-726-2524; http://www.renaissanceamerican.com/ November 28, 2006 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Centre Club, Tampa, FL Contact: 561-882-1331 or http://www.turnaround.org/ November 29, 2006 TURNAROUND MANAGEMENT ASSOCIATION Special Program TBA, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ November 29, 2006 TURNAROUND MANAGEMENT ASSOCIATION Turnaround Industry Trends Jasna Polana, Princeton, NJ Contact: http://www.turnaround.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/ December 6, 2006 TURNAROUND MANAGEMENT ASSOCIATION Holiday Dinner Portland, Oregon Contact: 503-223-6222 or http://www.turnaround.org/ December 7, 2006 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast The Newark Club, Newark, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ December 13, 2006 TURNAROUND MANAGEMENT ASSOCIATION LI TMA Holiday Party TBA, Long Island, New York Contact: 631-251-6296 or http://www.turnaround.org/ December 13, 2006 TURNAROUND MANAGEMENT ASSOCIATION Christmas Function GE Commercial Finance, Sydney, Australia Contact: 0438 653 179 or http://www.turnaround.org/ December 20, 2006 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA, AVF & CFA Georgia Aquarium, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ January 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual Lender's Panel Breakfast Westin Buckhead, Atlanta, GA Contact: http://www.turnaround.org/ February 8-11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Certified Turnaround Professional (CTP) Training NY/NJ Contact: http://www.turnaround.org/ February 2007 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium San Juan, Puerto Rico Contact: 1-703-739-0800; http://www.abiworld.org/ March 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION Martini Madness Cocktail Reception with Geraldine Ferraro Westin Buckhead, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ March 15-18, 2007 NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES NABT Spring Seminar Ritz-Carlton Buckhead, Atlanta, GA Contact: http://www.NABT.com/ March 27-31, 2007 TURNAROUND MANAGEMENT ASSOCIATION Spring Conference Four Seasons Las Colinas, Dallas, Texas Contact: http://www.turnaround.org/ March 29-31, 2007 ALI-ABA Chapter 11 Business Reorganizations Scottsdale, Arizona Contact: 1-800-CLE-NEWS; http://www.ali-aba.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/ April 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast meeting with Chapter President, Bruce Sim Westin Buckhead, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.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/ June 14-17, 2007 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ July 12-15, 2007 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Marriott, Newport, RI Contact: 1-703-739-0800; http://www.abiworld.org/ October 10-13, 2007 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Orlando, Florida Contact: http://www.ncbj.org/ October 16-19, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Copley Place, Boston, Massachusetts 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/ March 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.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://www.turnaround.org/ 2010 (TBA) NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges New Orleans, Louisiana Contact: http://www.ncbj.org/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Reverse Mergers - the New IPO? Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Emerging Role of Corporate Compliance Panels Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com 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/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. 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. Marie Therese V. Profetana, Robert Max Victor M. Quiblat II, Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors. Copyright 2006. 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 $725 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 ***