/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/060725.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 25, 2006, Vol. 10, No. 175 Headlines A.W. LAWRENCE: Fails to Prove Right Over $50K Prepetition Payment ADELPHIA COMMS: Inks Plan Agreement With Creditors Committees ADVANCED MICRO: Plans to Acquire ATI Technologies for $5.4 Bil. ADVANCED MICRO: $5.4 Bil. ATI Deal Cues Moody's to Review Ratings AEROSOL PACKAGING: Has Until July 29 to Supplement Counsel Motion AEROSOL PACKAGING: Section 341(a) Meeting Scheduled on August 3 AGRICORE UNITED: S&P Rates New C$150 Million Senior Loan at BB AIRADIGM COMMUNICATIONS: Hires Liebmann Conway as Special Counsel AIRADIGM COMMUNICATIONS: Hires Lukas Nace as Special FCC Counsel ALLIED HOLDINGS: Court Approves Fifth Amendment to DIP Loan Pact AMERICA CAPITAL: SunTrust Wants Counsel's Fee Arrangement Nixed AMERICAN CELLULAR: Moody's Rates Proposed $250 Mil. Facility at B1 AMERIVEST PROPERTIES: Sells Assets to Koll/PER for $273 Million ARCAP 2003-1: Fitch Lifts Ratings on $52 Million Class J & K Notes ARCAP 2004-1: Fitch Lifts Ratings on $52 Million Class J & K Notes ARLINGTON HOSPITALITY: Has Until August 30 to File Chapter 11 Plan ARROWHEAD GENERAL: Moody's Rates 1st-Lien Credit Facilities at B2 ASARCO LLC: Court Approves Spieth Bell as Special Labor Counsel ASARCO LLC: Court Lifts Stay to Prevent Burns Suit Dismissal B/E AEROSPACE: Gets Requisite Consents for 8-1/2% Senior Notes BACHRACH CLOTHING: Court Approves Kronish Lieb as Panel's Counsel BANKATLANTIC BANCORP: Earns $8.4 Million in Second Quarter BARRINGTON BROADCASTING: S&P Junks Rating on $125 Mil. Sr. Notes BEAVER FOREST: Voluntary Chapter 11 Case Summary BETH ISRAEL: Wants to Hire Nowell Amoroso as Corporate Counsel BETH ISRAEL: Wants to Hire Genova Burns as Special Labor Counsel BMC INDUSTRIES: Taps Foley & Mansfield as Special Local Counsel BMC INDUSTRIES: Trustee Says Foley & Mansfield Isn't Disinterested BWAY CORP: Closes C$74-Mil. Buy of Industrial Containers Pail Biz CARMIKE CINEMAS: Completes Lease Accounting Review CATHERINE AUSTIN: Voluntary Chapter 11 Case Summary CATHOLIC CHURCH: Portland Lists Conflicting Trial Schedules CATHOLIC CHURCH: Father M Insists Records Are Confidential CENTURYTEL INC: Completes $500 Million Share Repurchase Program CHATTEM INC: $107.5 Million 7% Senior Notes Consent Due Today CLICK PRINT: Printing Equipment Auction Scheduled on Thursday COLLINS & AIKMAN: CBS Operations Opposes Settlement with Insurers COMPLETE RETREATS: Files Chapter 11 Reorganization in Connecticut COMPLETE RETREATS: Case Summary & 50 Largest Unsecured Creditors CONSOLIDATED COMMS: Moody's Affirms B1 Corporate Family Rating CREDIT SUISSE: Moody's Junks Rating on $6.7 Million Class N Certs. CREST 2004-1: Fitch Holds B Rating on $89.6 Mil. Preferred Shares CSK AUTO: Tender Offers for 7% and 4-5/8% Senior Notes Expire DANA CORP: Gets More Than $2.7 Million Offer for Hydraulic Assets DANA CORP: Court Sets Sept. 21 as General Claims Filing Bar Date DELPHI CORP: GM Wants to Set Off $67 Million in Warranty Claims DELPHI CORP: @Road Acquires MobileAria for $11.4 Million DELTA AIR: Wants to Lease 10 Boeing B757-200ER Aircraft From ILFC DELTA AIR: Wants Stay Modified to Allow Salt Lake to Set Off Debts DOBSON COMMS: Improved Performance Cues S&P's Developing Outlook DONALD NAY: Voluntary Chapter 11 Case Summary DRU TOSEL: Case Summary & 10 Largest Unsecured Creditors EAGLE FAMILY: Poor Performance Prompts S&P to Junk Credit Rating ELINEAR SOLUTIONS: Regains Listing Compliance with Amex ENERGY DEVELOPMENT: Case Summary & 40 Largest Unsecured Creditors ENRON CORP: Irvine Holds $20MM Claim Against Energy Marketing Unit ENRON CORP: Asks Court to Approve Nile Structure Settlement ENTERGY NEW: Wants Lender Professionals Fee Procedures Established EXIDE TECHNOLOGIES: Court Waives Delaware Local Rule 3007-1(f)(i) EXIDE TECHNOLOGIES: Annual Shareholders' Meeting Set on August 22 FALCONBRIDGE LTD: Board Reaffirms Support for Inco Merger Offer FDL INC: R&S Acquisition Buys Assets for $8 Million FEDERAL MOGUL: Sales Down by $33 Mil. in Quarter Ended June 2006 FIRST BANCORP: Appoints Fernando Scherrer as New CFO and EVP FLAGSHIP STORAGE: Voluntary Chapter 11 Case Summary FLEETWOOD ENT: Improved Balance Sheet Prompts S&P's Stable Outlook FORD MOTOR: Elects William Clay Ford, Jr., as President and COO G.E.I.S. INC: Case Summary & 20 Largest Unsecured Creditors GREENMAN TECH: Divests California Tire Recycling Subsidiary HCA INC: Inks $33 Bil. Merger Deal With Private Equity Consortium HERBALIFE LTD: Completes $300 Million Bank Refinancing INCO LTD: Acquisition Proposal Supported by Falconbridge's Board INDIAN CREEK: Court Approves Henry Niles as Bankruptcy Counsel INT'L MGT: Chap. 11 Trustee Taps Auction Management as Auctioneer IPIX CORP: Board Resignation Prompts Nasdaq Noncompliance Notice ITEN CHEVROLET: Court Grants Access to GMAC's Cash Collateral ITEN CHEVROLET: Wants to Sell Assets to BB Motors for $3.15 Mil. JOHNSON BROTHERS: Case Summary & Six Largest Unsecured Creditors LEGACY ESTATE: Gets Purchase Offer from Texas Pacific & Huneeus LEHMAN ABS: Fitch Affirms BB+ Rating on Class M2 Certificates LG.PHILIPS DISPLAYS: Court OKs Pact Continuing Cash Collateral Use LG.PHILIPS DISPLAYS: Ch. 7 Trustee Wants to Abandon Mexican Assets MERIDIAN AUTOMOTIVE: Judge Walrath Approves Solicitation Process MERIDIAN AUTOMOTIVE: Panel Responds to First American's Objection MERRILL LYNCH: Fitch Holds BB Rating on Class B3 Certificates MOSAIC COMPANY: Fitch Places Low-B Ratings on Evolving Watch MIRANT CORP: Litigation Trust Gets More Time to Object to Claims MIRANT CORP: Litigation Trust Battles Troutman Over Subpoena Power MIRANT CORP: North America Unit to Exchange $850 Mil. in Old Notes MSGI SECURITY: Low Equity Prompts Nasdaq Delisting Notice MUSICLAND HOLDING: Trade Creditors Sell $77 Million Claims N-STAR REAL: Fitch Holds BB Rating on $15.9 Million Class D Notes NORTHWEST AIRLINES: Court Approves Sale of Six Aircraft to Omni NORTHWEST AIRLINES: Wants to Assume Amended Interline Agreement NTL INC: Unit Prices $550 Million Offering of 9-1/8% Senior Notes ONEIDA: Closing Arguments on Plan Today; No Plan Funding in Sight PARMALAT GROUP: Canadian Subsidiary Gets C$450 Mil. Refinancing PERSISTENCE CAPITAL: Court OKs Premium Payment Pact with EZ/HS PEXAGON TECH: Case Summary & 12 Largest Unsecured Creditors PLATFORM LEARNING: Gets Interim Court Nod to Use Cash Collateral PLYMOUTH RUBBER: Gets Interim Approval of Employee Retention Plan PSI TECHNOLOGIES: Receives Delisting Notice from NASDAQ QUANG TRAN: Voluntary Chapter 11 Case Summary RACCOON BOAT: Case Summary & 20 Largest Unsecured Creditors RAMP SERIES: S&P's Rating on Two Class Certificates Tumbles to D ROBERT RYAN: Case Summary & 18 Largest Unsecured Creditors SILICON GRAPHICS: Court Gives Nod on Compensation Procedures SMARTIRE SYSTEMS: Amends Form 10-K for FY Ended July 31, 2005 SOLUTIA INC: Wants to Extend Deadline to Remove Actions to Nov. 3 SOLUTIA INC: Official Panel Wants Saul Ewing as Conflicts Counsel SOUNDVIEW HOME: S&P's Rating on Class M-2 Certs. Tumbles to D STONE ENERGY: Completes $189 Mil. Preferential Rights Acquisition STRUCTURED ADJUSTABLE: Moody's Slashes Rating on Class M-3 Certs. TENET HEALTHCARE: Selling New Orleans Hospitals to Ochsner Health THAXTON GROUP: Court Extends Lease Decision Period to November 30 THAXTON GROUP: Has Until November 30 to Remove Prepetition Actions TRC COS: Inks New $50 Million Credit Facility with Wells Fargo UNICO INC: HJ Associates Raises Going Concern Doubt UNITED SURGICAL: Moody's Ups Rating on $150 Mil. Sr. Notes to Ba3 USP DOMESTIC: Moody's Rates Proposed $200 Mil. Senior Loan at Ba2 VARIG S.A.: Preliminary Injunction Continued to September 14 VARIG S.A.: Will Appoint New Chief Executive Officer this Week VICTORY HEALTH: Moody's Withdraws Ba2 Rating in $40.6 Mil. Bonds WINDOW ROCK: Confirmation Hearing Scheduled for August 9 YUKOS OIL: CEO Steven Theede Steps Down, Expects Liquidation * Large Companies with Insolvent Balance Sheets ********* A.W. LAWRENCE: Fails to Prove Right Over $50K Prepetition Payment ----------------------------------------------------------------- A.W. Lawrence Company, Inc., commenced an adversary proceeding to recover approximately $50,000 allegedly transferred to Sharon A. Burstein, immediately prior to its bankruptcy filing. Barbara C. Lawrence, the wife of the Debtor's principal Albert W. Lawrence, had drawn the check from her personal account as payment for her alleged purchase of AWLC's sailboat know as "The Escapade." The check, made payable to AWLC, was never deposited in the Debtor's bank account. Rather, it was endorsed by AWLC to Ms. Burstein. In a decision published at 2006 WL 1731156, Judge Stephen D. Gerling held that AWLC failed to establish, as a prerequisite to its pursuit of fraudulent transfer avoidance claim, that it had any interest in the $50,000 check. The $50,000 Check AWLC and other Lawrence entities owed Ms. Burstein $300,000 arising from her successful prosecution of a wrongful termination claim against AWLC. The $300,000 was payable in three installments. Ms. Burstein received the $50,000 check on Feb. 10, 1997, as payment for the second scheduled installment. Ms. Lawrence originally issued the $50,000 check as payment for the "The Escapade." However, the check never reached AWLC's accounts because the check was endorsed to Ms. Burstein upon the request of Mr. Lawrence. While under bankruptcy protection, AWLC moved to avoid the transfer of "The Escapade" to Ms. Lawrence as a fraudulent transfer. Ms. Lawrence interposed counterclaims seeking recovery of the $50,000 endorsed to Ms. Burstein. "The Escapade" was subsequently sold. AWLC and Ms. Lawrence settled the avoidance action between them and agreed to share the proceeds of the sale as well as any recovery AWLC will obtain from the adversary proceeding against Ms. Burstein. Insolvency Test The Bankruptcy Court initially resolved the adversary proceeding against Ms. Burstein on the sole basis of AWLC's insolvency at the time of the transfer. AWLC had argued that the issue of whether it had any interest on the $50,000 check had been settled pursuant to the agreement with Ms. Lawrence. Judge John Connelly supported AWLC's contention and issued a judgment of $41,250, plus interest, against Ms. Burstein. However, Ms. Burstein appealed from the Bankruptcy Court's ruling to the U.S. District Court for the Northern District of New York. She complained that the Bankruptcy Court had refused to allow her to present evidence that AWLC had no interest on Ms. Lawrence's check. District Court Judge David N. Hurd found that Judge Connelly improperly relied on the settlement agreement between Ms. Lawrence and AWLC to conclusively establish AWLC's interest on the $50,000 check. According to Judge Hurd, the circumstances of the settlement, including the decision to split any recoveries from Ms. Burstein, suggest collusion between the settling parties. The District Court vacated the Bankruptcy Court's ruling and remanded the adversary proceeding for trial on the limited issue of whether AWLC had any interest on the $50,000 paid to Ms. Burstein. AWLC's Interest Section 548 of the Bankruptcy Code permits avoidance of a transfer if it is established, among other things, that: a) the Debtor has an interest in the property in question; b) the Debtor was insolvent at the time of the transfer; and c) the Debtor received less than equivalent value in exchange for the transfer. In the adversary proceeding against Ms. Burstein, the Bankruptcy Court had initially established that AWLC was insolvent at the time of the alleged transfer of the $50,000. When the adversary proceeding was remanded, the Bankruptcy Court was asked to determine if AWLC indeed had an interest on the transferred property. The Court determined AWLC's interest on the $50,000 check based on the degree of control it exerted over the transferred funds. AWLC asserted that it was a holder of the check and had the necessary intent to control its disposition. Ms. Burstein argued that AWLC acted as a "mere conduit" for the funds paid to her. Judge Gerling found overwhelming evidence showing that AWLC had not controlled the transfer and that the $50,000 check was not property of the estate. He said that because the funds were never deposited on AWLC's accounts, the funds Ms. Burstein received did not diminish the monies available to pay its creditors. Judge Gerling also pointed out that it was "reasonable to conclude" that Mr. Lawrence directed the payment, not as a principal of AWLC, but in his individual capacity as judgment debtor under the terms of the wrongful termination settlement with Ms. Burstein. The Bankruptcy Court notes that Judge Gerling's decision is intended to address the issue remanded by the District Court. The Bankruptcy Court recognizes that Judge Gerling's decision may not be entirely dispositive of the adversary proceeding. In this litigation (Adv. Pro. No. 97-91313), Justin A. Heller, Esq., at Nolan & Heller, LLP, represented A.W. Lawrence and Richard L. Burstein, Esq., at Tuczinski, Cavlier, Burstein & Collua, P.C., represented Ms. Burstein. About A.W. Lawrence A.W. Lawrence & Company, Inc., is a unit Lawrence Insurance Group, Inc., an insurance holding company, owned by Lawrence Group, Inc. A.W. Lawrence, its affiliates and filed for Chapter 11 protection on Feb. 28, 1997 (Bankr. N.D.N.Y. Case No. 97-11300). The Honorable Robert E. Littlefield, Jr., issued a final decree closing A.W. Lawrence's Chapter 11 case on July 13, 2006. ADELPHIA COMMS: Inks Plan Agreement With Creditors Committees ------------------------------------------------------------- In a major step forward in its four-year bankruptcy case, Adelphia Communications Corporation and Committees representing most of the Company's major bondholders and trade creditors, including the Official Committee of Unsecured Creditors, as well as significant individual creditors have agreed upon the framework for a plan of reorganization intended to result in a fourth quarter 2006 emergence from Chapter 11 bankruptcy. The agreement, reached on Friday, July 21, enjoys widespread support among Adelphia's major unsecured creditors, but several major constituencies including the pre-petition bank lenders and certain bondholders have not signed the agreement. The Company's obligations under the agreement and the reorganization plan envisioned by the agreement are subject to approval by the U.S. Bankruptcy Court for the Southern District of New York. "This agreement will help pave the way toward a new, modified Plan of Reorganization that will be subject to court approval, and we're pleased that after lengthy negotiations a significant majority of our unsecured creditors are satisfied with the outcome and supportive of this settlement," said Bill Schleyer, chairman and CEO of Adelphia. "In addition, we're thankful for the role Court-appointed Monitor Judge Cecilia Morris played in bringing these parties together," added Schleyer. "Our intention now is to seek a resolution of outstanding differences with the holders of bank and other claims and emerge from bankruptcy sometime in the fourth quarter of 2006." The agreement reflects a compromise among several important creditor groups under which approximately $1.08 billion in value will be transferred from certain unsecured creditors of various Adelphia subsidiaries to certain unsecured senior and trade creditors of the Adelphia Communications parent corporation, subject, in some cases, to reimbursement from contingent sources of value, including the proceeds of a litigation trust to be established under the plan to pursue claims against third-parties that are alleged to have damaged Adelphia. The plan outlined in the agreement is conditioned on, among other things, the closing of the anticipated sale of substantially all of the Company's assets to Time Warner and Comcast. Adelphia intends to soon file a revised Plan of Reorganization and accompanying Disclosure Statement with the bankruptcy court embodying the terms of the agreement. The expected July 31, 2006, closing date for the sale of Adelphia's assets and joint venture interests to Time Warner Cable and Comcast remains in effect. A full-text copy of the Plan Agreement between the Company and Creditors Committees is available for free at: http://ResearchArchives.com/t/s?e4e Until now, disputes among creditors over how to distribute proceeds from the sale to Time Warner Cable and Comcast have delayed resolution of the Adelphia Bankruptcy case, which was filed in June 2002 and is one of the largest and most complex in U.S. history. About Adelphia Communications Based in Coudersport, Pa., Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest cable television company in the country. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, high-speed Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the ACOM Debtors. PricewaterhouseCoopers serves as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Manged Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision, LLC. The RME Debtors filed for chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06- 10642). Their cases are jointly adminsitered under Adelphia Communications and its debtor-affiliates chapter 11 cases. ADVANCED MICRO: Plans to Acquire ATI Technologies for $5.4 Bil. --------------------------------------------------------------- Advanced Micro Devices and ATI Technologies Inc. plans to join forces in a transaction valued at approximately $5.4 billion. The combination will create a processing powerhouse by bringing AMD's technology leadership in microprocessors together with ATI's strengths in graphics, chipsets and consumer electronics. The result: A new and more formidable company, determined to drive growth, innovation and choice for its customers, particularly in the commercial and mobile computing segments and in the rapidly- growing consumer electronics market. Combining technologies, people, and complementary strengths, AMD plans to deliver in 2007 customer-centric platforms for the benefit of customers who want to collaborate in the development of differentiated solutions. AMD's acquisition of ATI will position the new company to deliver innovations that fulfill the increasing demand for more integrated solutions in key market segments while also continuing to develop "best-of-breed" discrete products that empower customers to choose the combination of technologies that best serves their needs. In 2008 and beyond, AMD aims to move beyond current technological configurations to transform processing technologies, with silicon- specific platforms that integrate microprocessors and graphics processors to address the growing need for general-purpose, media- centric, data-centric and graphic-centric performance. Thus, the combined company intends to empower its customers to create their own unique products and solutions within an open-innovation ecosystem free from artificial barriers to customer success. "ATI shares our passion and complements our strengths: technology leadership and customer centric innovation," AMD Chairman and CEO Hector Ruiz said. "Bringing these two great companies together will allow us to transcend what we have accomplished as individual businesses and reinvent our industry as the technology leader and partner of choice. We believe AMD and ATI will drive growth and innovation for the entire industry, enabling our partners to create differentiated solutions and empowering our customers to choose what is best for them." "This combination means accelerated growth for ATI, and broader horizons for our employees," Dave Orton, President and CEO of ATI, said. "All of our product lines will benefit. Joining with AMD will enable us to innovate aggressively on the PC platform, and continue to invest significantly in our consumer business to stay in front of our markets." "Windows Vista will deliver incredible advances in the user experience as a result of advancements in graphics integration and performance," Jim Allchin, Co-President of Microsoft's Platforms & Services Division, said. "We're excited by the potential of what AMD and ATI can deliver together to enhance the Windows Vista experience for our customers even further." Under the terms of the transaction, AMD will acquire all of the outstanding common shares of ATI for a combination of $4.2 billion in cash and 57 million shares of AMD common stock, based on the number of shares of ATI common stock outstanding on July 21, 2006. All outstanding options and RSUs of ATI will be assumed. Based upon the closing price of AMD common stock on July 21, 2006, of $18.26 a share, the consideration for each outstanding share of ATI common stock would be $20.47, comprised of $16.40 of cash and 0.2229 shares of AMD common stock. AMD anticipates it will finance the cash portion of the transaction with a combination of cash and new debt. AMD has obtained a $2.5 billion term loan commitment from Morgan Stanley Senior Funding, Inc. which, together with combined existing cash, cash equivalents, and short-term investments balances of approximately $3 billion, provides full funding for the transaction. ATI has received an opinion from its financial advisors that the transaction from a financial point of view is fair to its shareholders. The transaction was unanimously approved by the board of directors of each company. The transaction is subject to ATI shareholder approval, Canadian court supervision of a Plan of Arrangement, and other regulatory approvals including merger notification filings in the United States, Canada and other jurisdictions, as well as customary closing conditions. In the event that the transaction does not close, ATI has agreed to pay AMD a termination fee of $162 million under circumstances specified in the acquisition agreement. The transaction is expected to be completed in the fourth quarter of 2006. Financial Opportunity AMD expects that the transaction will be slightly accretive to earnings in 2007, and meaningfully accretive in 2008, before the inclusion of ATI acquisition-related charges, based upon AMD's plans to deliver more integrated and advanced platform solutions and thereby improve its position in commercial clients, mobile computing, gaming, media and emerging markets. AMD anticipates that it will reduce operating expenses by $75 million for the combined company by the end of 2007. The combined company would have achieved $7.3 billion in total consolidated sales during the last four quarters with a workforce of approximately 15,000 employees. The company will maintain sales, design and manufacturing centers worldwide and major business centers in Silicon Valley, Austin, Texas and Markham, Ontario -- all valued centers of innovation for the combined company. AMD's current executive team will be complemented by the addition of ATI President and CEO Dave Orton. Orton will serve as an executive vice president of the ATI business division, reporting to the AMD Office of the CEO, comprised of Chairman and CEO Hector Ruiz and President and Chief Operating Officer Dirk Meyer. In addition, under the terms of the acquisition agreement, two ATI directors will join AMD's board of directors upon closing of the transaction. The collective roster of AMD and ATI's strong customer relationships represents a "who's who" of the computing and consumer electronics industries. Drawing upon a shared culture of customer-centric innovation and engineering excellence, the combined company will be well positioned to meet customer demand for more innovative solutions, system-level engineering and faster time-to-market. About ATI Headquartered in Markham, Ontario, ATI Technologies Inc. (TSX: ATY, NASDAQ: ATYT) -- http://www.ati.com/-- designs and manufactures innovative 3D graphics, PC platform technologies and digital media silicon solutions. An industry pioneer since 1985, ATI provides graphics processor unit and delivers performance solutions for the full range of PC and Mac desktop and notebook platforms, workstation, set-top and digital television, game console and handheld device markets. About AMD Based in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE:AMD) -- http://www.amd.com/-- provides microprocessor solutions for computing, communications and consumer electronics markets. ADVANCED MICRO: $5.4 Bil. ATI Deal Cues Moody's to Review Ratings ----------------------------------------------------------------- Moody's Investors Service placed the ratings of Advanced Micro Devices, Inc. under review for possible downgrade following an agreement to acquire ATI Technologies for approximately $5.4 billion. Financing is expected to consist of approximately $4.2 billion of cash and $1.2 billion of AMD's common stock. ATI, with approximately $2.2 billion of latest twelve month revenues, is a leading vendor or graphics processors that enhance the display of PC's, portable devices, and other consumer electronics devices and is based in Toronto Canada. The acquisition, which has been approved by both boards of directors, is expected to close by the fourth quarter of 2006 and is subject to customary approvals and consents. Ratings under review for downgrade include: * Corporate Family Rating -- Ba3 * Senior unsecured note $390 million due 2012 -- B1 * Senior secured shelf registration -- (P) Ba3 * Senior unsecured shelf registration -- (P) B1 * Subordinated shelf registration -- (P) B2 * Preferred stock shelf registration -- (P) B3 Moody's review of AMD will assess: (1) the challenges in effectively combining the operations and product roadmaps and effectively balancing management's focus on its core microprocessor business; (2) the strategic benefits that the proposed acquisition may have on AMD's microprocessor technology roadmap; (3) profit and cash flow implications that the addition of ATI's lower margin revenues will have on AMD's results, including the expectations that ATI will likely lose existing revenues associated with its current business activities with Intel; (4) the possible challenges that ATI may have in retaining access to any intellectual property licenses following a change of control, which could impact existing or future product development and sales and; (5) management's permanent financing plans as well as its commitment to maintaining a very liquid and lowly leveraged balance sheet. Moody's recently upgraded AMD in January 2006 to Ba3, reflects: (1) the company's continued solid execution in broadening the end market capabilities, competitiveness, revenue and profitability of its microprocessor business that are the core of the company; (2) the improved ability for AMD to translate these strengths into sustainable free cash flow from operations over time; (3) the significantly improved capital structure of AMD following a combination of the recent Spansion spin-off; a $500 million equity offering and its related $210 million "clawback" repayment of senior unsecured debt and; the redemption of a $500 million convertible note in February 2006 and; (4) the solid and improved financial flexibility as a result of its strong operational performance, equity capital raising, and debt reduction. As of June 2006, AMD's cash balances totaled $2.5 billion and debt was $692 million. At the same time, a meaningful level of business risk persists, deriving from intense microprocessor product and price competition from its much larger competitor, Intel Corporation; significant capital expenditure requirements and execution risk to consistently transition to new technology nodes and manufacturing capabilities for microprocessors, including its current production ramp at Fab 36 in Dresden, Germany as well as the pending conversion of its Fab 30 to a 300 millimeter production facility. Advanced Micro Devices, Inc., headquartered in Sunnyvale, California, designs and manufactures microprocessors and other semiconductor products. AEROSOL PACKAGING: Has Until July 29 to Supplement Counsel Motion ----------------------------------------------------------------- The Honorable Margaret H. Murphy of the U.S. Bankruptcy Court for the Northern District of Georgia gave Aerosol Packaging, LLC, until July 29, 2006, to file a Supplement to its Motion to Employ Counsel. Judge Murphy reminded the Debtor that on June 26, 2006, she entered an order requiring the Debtor to: * provide the identity of the "intended plan sponsor" who paid the prepetition retainer including a description of that party's relationship with the Debtor and with any creditor of the Debtor; * provide invoice and itemized statement of the services rendered by Jampol Schleicher before the Debtor filed for bankruptcy. That statement should include the period of time over which the services were provided, the nature of the services, the hours expended, the rates charged per person, and the date the Debtor was invoiced for those services; and * the date(s) and amount(s) of the Debtor's prepetition payment(s) and the source of the funds. As reported in the Troubled Company Reporter on July 12, 2006, the Debtor filed with Court a Second Amended and Supplemented Application for approval to employ Jampol, Schleicher & Jacobs, LLP, as its bankruptcy counsel. The supplement included disclosures pertaining to: -- the dissolution of Robinson, Jampol, Schleicher & Jacobs, LLP and its reconstitution as Jampol, Schleicher & Jacobs, LLP; -- foregoing collection of the retainer due to a delay in the wire transfer of funds; -- the prepetition services rendered by the law firm from March 31, 2006 to May 18, 2006; and -- payment or payments by the Debtor made from its operating assets. Judge Murphy however said that the supplement did not include: (a) identification of the "intended plan sponsor" and its relationship to the Debtor; and (b) the dates that the Debtor was invoiced for prepetition services by the law firm, date of the payment, number of hours expended and rates charged per person. Judge Murphy rules that if no supplement is filed by July 29, then the Debtor's request to employ counsel will be denied. Headquartered in Canton, Georgia, Aerosol Packaging, LLC, aka Aerosol Specialties -- http://www.aerosolspecialties.com/-- is a manufacturer, and a private label & contract filler of aerosol, liquid filling products, durable undercoatings, paints, fabric treatments, and personal care items. The Debtor filed for chapter 11 protection on June 21, 2006 (Bankr. N.D. Ga. Case No. 06- 67096). Brian L. Schleicher, Esq., and P. Steven Kratsch, Esq., at Jampol, Schleicher & Jacobs, LLP, represent the Debtors. When the Debtor filed for protection from its creditors, it estimated assets between $1 million and $10 million and debts between $10 million and $50 million. AEROSOL PACKAGING: Section 341(a) Meeting Scheduled on August 3 --------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Aerosol Packaging, LLC's creditors at 10:00 a.m., on August 3, 2006, at Room 365, Russell Federal Building, 75 Spring Street Southwest in Atlanta, Georgia. 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 Canton, Georgia, Aerosol Packaging, LLC, aka Aerosol Specialties -- http://www.aerosolspecialties.com/-- is a manufacturer, and a private label & contract filler of aerosol, liquid filling products, durable undercoatings, paints, fabric treatments, and personal care items. The Debtor filed for chapter 11 protection on June 21, 2006 (Bankr. N.D. Ga. Case No. 06- 67096). Brian L. Schleicher, Esq., and P. Steven Kratsch, Esq., at Jampol, Schleicher & Jacobs, LLP, represent the Debtors. When the Debtor filed for protection from its creditors, it estimated assets between $1 million and $10 million and debts between $10 million and $50 million. AGRICORE UNITED: S&P Rates New C$150 Million Senior Loan at BB -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' rating, with a recovery rating of '3' to Agricore United's new C$150 million term B senior secured credit facility. At the same time, Standard & Poor's assigned its 'BB+' rating, with a recovery rating of '1' to Agricore's term A C$300 million- C$475 million revolving credit facility. The corporate credit rating on Agricore United is 'BB'. The outlook is stable. The term B senior secured facility is rated 'BB', the same as the corporate credit rating, with a recovery rating of '3', indicating an expectation of a meaningful (50%-80%) recovery of principal in the event of default. The borrowers are Agricore United and Agricore Holdings (USA) Inc. All obligations are guaranteed by Agricore and its direct and indirect subsidiaries. The company's term A revolving credit facility is rated 'BB+', with a recovery rating of '1', indicating a high expectation of full recovery of principal in the event of default. The facility consists of a revolving credit facility due August 2010, in varying amounts due to seasonal requirements. Up to C$475 million is available each year between Jan. 1 and May 31, reflecting higher investments in crop inputs; up to C$300 million between June 1 and Aug. 31, a season with low cash requirements; and up to C$425 million between Sept. 1 and Dec. 31, to finance crop input working capital. The term A facility is secured by a first charge on current assets and a second charge on fixed assets. Agricore's proposed new C$150 million seven-year senior secured credit, (term loan B) facility comprises a C$100 million tranche (U.S. dollar equivalent) to be advanced to Agricore (to be used to repay in full its existing Canadian term facility), and a C$50 million tranche (U.S. dollar equivalent) to be advanced to Agricore Holdings to fund the recently announced acquisition of the assets of Hi-Pro Feeds, a feed manufacturing business headquartered in Texas, for US$38.5 million plus working capital. "The ratings on Agricore United reflect the company's weak credit protection metrics and the volatility associated with an agribusiness segment that is very much reliant on favorable weather conditions. These factors are partially offset by Agricore's leading western Canada grain handling market share and strengthening credit protection measures that are expected to improve significantly in fiscal 2006 and 2007," said Standard & Poor's credit analyst Don Povilaitis. Ratings List Agricore United Corporate credit rating BB/Stable/-- Senior secured debt BB Subordinated debt B+ Ratings Assigned Agricore United C$300 mil.-C$475 mil. senior secured term A facility BB+ Recovery rating 1 C$150 mil. senior secured term B facility BB Recovery rating 3 C$77 mil. secd nts ser A due 12/19/2010 Recovery rating 3 C$23 mil. secd nts ser B due 12/15/2020 Recovery rating 3 C$109 mil. 9.67% nts due 01/01/2016 Recovery rating 3 AIRADIGM COMMUNICATIONS: Hires Liebmann Conway as Special Counsel ----------------------------------------------------------------- Airadigm Communications, Inc., obtained authority from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Liebmann, Conway, Olejniczak & Jerry, S.C., as its special counsel. As reported in the Troubled Company Reporter on May 30, 2006, Liebmann Conway will represent the Debtor in general corporate legal matters relating to the operation of its business and fulfillment of requirements relating its corporate status. This includes contract review, matters relating to the structure of the corporation, disputes arising from the Debtor's operation of its business, and financial planning. The Debtor told the Court that the Firm's professionals bill: Professional Designation Hourly Rate ------------ ----------- ----------- Jerome E. Smyth, Esq. Principal $255 Robert M. Charles, Esq. Principal $230 Michele M. McKinnon, Esq. Associate $200 Kristen M. Hooker, Esq. Associate $180 Title Hourly Rate ----- ----------- Principals $230 - $255 Associates $170 - $200 Legal Assistants and Paralegals $125 Jerome E. Smyth, Esq. a partner at Liebmann Conway, assured the Court that his firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About Airadigm Communications Headquartered in Little Chute, Wisconsin, Airadigm Communications, Inc. -- http://www.eisnteinpcs.com/-- provides local wireless phone services through its Einstein PCS wireless networking technology. The company filed for chapter 11 protection on July 28, 1999 (Bankr. W.D. Wis. Case No. 99-33500). The Court confirmed its plan of reorganization in 2000. The company filed a new chapter 11 petition on May 8, 2006 (Bankr. W.D. Wis. Case No. 06-10930). Kathryn A. Pamenter, Esq., and Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., represent the Debtor in its new bankruptcy proceedings. No Official Committee of Unsecured Creditors has been appointed in the Debtor's new bankruptcy case. In its second bankruptcy filing, the Debtor estimated assets between $10 million to $50 million and debts of more than $100 million. AIRADIGM COMMUNICATIONS: Hires Lukas Nace as Special FCC Counsel ---------------------------------------------------------------- Airadigm Communications, Inc., obtained authority from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Lukas, Nace, Gutierrez & Sachs, as its special counsel. As reported in the Troubled Company Reporter on May 30, 2006, Lukas Nace will represent and advise the Debtor in negotiations and dealings with the Federal Communications Commission. The Debtor assured the Court that Lukas Nace will not duplicate the services being rendered by Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., its counsel or Liebman, Conway, Olejniczak & Jerry, S.C., its special counsel on general corporate legal matters. The Debtor said that Lukas Nace's services to the Debtor will be limited to matters concerning the FCC. Thomas Gutierrez, Esq., a partner at Lukas Nace, told the Court that he will bill $440 per hour for this engagement. Mr. Gutierrez disclosed that the firm's other professionals bill: Professional Designation Hourly Rate ------------ ----------- ----------- Russell Lukas, Esq. Principal $440 Steven Chernoff, Esq. Associate $275 Lynn Ratnabale, Esq. Associate $270 Mr. Gutierrez assured the Court that his firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Gutierrez can be reached at: Thomas Gutierrez, Esq. Lukas, Nace, Gutierrez & Sachs 1650 Tysons Boulevard, Suite 1500 McLean, Virginia 22102 Tel: (703) 584-8678 Fax: (703) 584-8696 http://www.fcclaw.com/ About Airadigm Communications Headquartered in Little Chute, Wisconsin, Airadigm Communications, Inc. -- http://www.eisnteinpcs.com/-- provides local wireless phone services through its Einstein PCS wireless networking technology. The company filed for chapter 11 protection on July 28, 1999 (Bankr. W.D. Wis. Case No. 99-33500). The Court confirmed its plan of reorganization in 2000. The company filed a new chapter 11 petition on May 8, 2006 (Bankr. W.D. Wis. Case No. 06-10930). Kathryn A. Pamenter, Esq., and Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., represent the Debtor in its new bankruptcy proceedings. No Official Committee of Unsecured Creditors has been appointed in the Debtor's new bankruptcy case. In its second bankruptcy filing, the Debtor estimated assets between $10 million to $50 million and debts of more than $100 million. ALLIED HOLDINGS: Court Approves Fifth Amendment to DIP Loan Pact ---------------------------------------------------------------- The Honorable Coleman Ray Mullins of the U.S. Bankruptcy Court for the Northern District of Georgia approved, on a final basis, the Fifth Amendment with respect to its amended Debtor-in-Possession Credit Agreement with: -- General Electric Capital Corporation, -- Morgan Stanley Senior Funding, Inc., and -- other lenders. Allied Holdings, Inc.'s Executive Vice President and Chief Financial Officer, Thomas H. King, disclosed in a regulatory filing with the Securities and Exchange Commission dated June 30, 2006, that the material terms of the Fifth Amendment are: * Waiver of Previous Defaults: The Lenders have agreed to waive the Debtors' previously reported financial covenant defaults under the DIP Facility relating to the required fixed charge coverage ratio, EBITDA and leverage ratio. Allied is no longer in default under the DIP Facility and is no longer required to pay the default rate of interest on outstanding amounts under the DIP Facility. * Amendment of Certain Covenants: The Fifth Amendment permanently amends certain financial covenants in the DIP Facility relating to maximum capital expenditures, the minimum fixed charge coverage ratio, minimum EBITDA and the maximum leverage ratio. In addition, the covenant in the DIP Facility related to the disposition of Company assets has been amended to permit the Company to sell the property held by the Company in Windsor, Ontario, and Georgetown, Kentucky. All other covenants in the DIP facility remain unchanged. * Creation of Term Loan C: The Fifth Amendment creates a new term loan under the DIP Facility in an amount not to exceed $30,000,000. The Company's initial draw under the Term Loan C must not be less than $5,000,000 and subsequent draws of not less than $2,000,000. Amounts drawn on the Term Loan C may be used for general corporate purposes. All amounts owed under the Term Loan C are subordinated to all other amounts owed under the DIP Facility and cannot be repaid until all other amounts under the DIP Facility have been repaid. Amounts under the Term Loan C bear interest at LIBOR plus 9.5% and interest is payable in kind, compounded and added to the outstanding principal amount on a monthly basis. However, if no event of default is continuing at the time of any interest payment, the Company may elect to make any interest payments owed under the Term Loan C in cash. The Term Loan C matures and is payable in full on June 30, 2007. Effectiveness of the Term Loan C and the obligation of the Lenders to provide funds under the Term Loan C is conditioned on a number of standard conditions precedent, including a certification by the Company to the Lenders regarding its projected lack of working capital availability. * Amendment to Term Loan B: The interest rate on the Term Loan B under the DIP Facility is reduced from LIBOR plus 9.5% to LIBOR plus 8.5%. The Company now has the option to pay Interest owed on the Term Loan B in kind, compounded and added to the outstanding principal amount on a monthly basis. * Extension of Maturity Dates: The maturity dates for the Term Loan A and Term Loan B under the DIP Facility are extended from February 7, 2007 to June 30, 2007. The maturity date of the revolving credit facility under the DIP Facility remains February 7, 2007. * Fees: The Company has agreed to pay: (i) Morgan Stanley, as Term Loan C Agent, a closing fee of $150,000; and (ii) the Lenders under the revolving credit facility an aggregate amendment fee equal to $195,000. All other material terms and conditions of the DIP Facility, as previously amended, remain in full force and effect. A redlined copy of the Court-approved Fifth Amendment is available for free at http://researcharchives.com/t/s?e3e Headquartered in Decatur, Georgia, Allied Holdings, Inc. -- http://www.alliedholdings.com/-- and its affiliates provide short-haul services for original equipment manufacturers and provide logistical services. The Company and 22 of its affiliates filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537). Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in their restructuring efforts. Henry S. Miller at Miller Buckfire & Co., LLC, serves as the Debtors' financial advisor. Anthony J. Smits, Esq., at Bingham McCutchen LLP, provides the Official Committee of Unsecured Creditors with legal advice and Russell A. Belinsky at Chanin Capital Partners, LLC, provides financial advisory services to the Committee. When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts. (Allied Holdings Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000) AMERICA CAPITAL: SunTrust Wants Counsel's Fee Arrangement Nixed --------------------------------------------------------------- SunTrust Bank asks the U.S. Bankruptcy Court for the Southern District of Florida to deny the fee arrangement requested by America Capital Corp. for Bilzin, Sumberg, Baena, Price & Axelrod, LLP, the Debtor's bankruptcy counsel. SunTrust is the Indenture Trustee for holders of certain 8.4% subordinated notes in the original principal amount of $80 million pursuant to the Indenture date June 15, 1985. Government Litigation As reported in the Troubled Company Reporter on July 6, 2006, on Aug. 8, 1995, the Debtor, along with its debtor-affiliate TransCapital, filed a complaint in the U.S. Court of Federal Claims asserting both breach of contract and takings claims styled "America Capital Corporation & Transcapital Financial Corporation v. United States (Case No. 95-523C)." On May 31, 2005, the Court of Federal Claims issued its Final Opinion and Order awarding TransCapital $109.309 million in damages. The Government filed an appeal with the U.S. Court of Appeals for the Federal Circuit on July 27, 2005. The appeal is still pending. The Debtor holds a 65.19% interest in TransCapital. Bilzin Sumberg's Fees As reported in the Troubled Company Reporter on July 6, 2006, the Debtor told the Court that it will pay Bilzin Sumberg the lesser of three times Bilzin Sumberg's customary hourly rates as adjusted from time to time, and 10% of the proceeds of the TransCapital Judgement. The Debtor will also reimburse Bilzin Sumberg for reasonable costs and expenses incurred. The Debtor further said that in the event Bilzin Sumberg is not paid by June 1, 2007, the hourly rates for all time incurred will increase to three and one-half times Bilzin Sumberg's hourly rates. In the event that the firm is not paid by June 1, 2008, the rate will increase to four times the firm's customary hourly rates. Premature Request SunTrust contends that the Bankruptcy Code or standards of practice in the Southern District of Florida do not warrant the Debtor's proposed fee arrangement. SunTrust says that what the Debtor is proposing is tantamount to a "fee enhancement," and if so, should be analyzed under the "reasonableness" standard of Section 330 of the Bankruptcy Code. SunTrust says that it recognizes that there is some risk to Bilzin Sumberg in this case but the risk of not being paid for services is minimal. SunTrust argues that Bilzin Sumberg's request for a fee enhancement is premature, as it has not made a strong showing either of a risk of non-payment or excellent or exceptional results. Any entitlement to an enhancement of Bilzin Sumberg's fees due to positive results for the Debtor is speculative and can't be ascertained until well into the future of the Debtor's bankruptcy proceedings, SunTrust concludes. About America Capital Headquartered in Miami, Florida, America Capital Corporation holds a 65.19% interest in TransCapital Financial Corporation. TransCapital Financial is a holding and management company that conducted substantially all of its operations through its wholly- owned subsidiary, Transohio Savings Bank, FSB. Transohio Savings' key activities as a savings and loans institution were banking and lending and its primary lending activity was the originating and purchasing of loans secured by mortgages on residential properties. Transohio Savings also endeavored to generate residential loan originations through branch personnel and real estate brokers. Mobile home and home improvement loans were generated through dealers and contractors and additionally, Transohio Savings made construction loans generated by contractors that usually extended to not more than one year in length. America Capital filed for chapter 11 protection on June 19, 2006 (Bankr. S.D. Fla. Case No. 06-12645). Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor. When the Debtor filed for protection from its creditors, it listed total assets of $52,005,000 and total debts of $207,170,268. TransCapital Financial Corporation also filed for chapter 11 protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644) and is represented by Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A. AMERICAN CELLULAR: Moody's Rates Proposed $250 Mil. Facility at B1 ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to American Cellular Corporations' proposed senior secured bank facility. At the same time, Moody's affirmed all existing ratings of ACC, Dobson Cellular Systems, Inc. and their parent company, Dobson Communications Corporation, including Dobson's B3 Corporate Family Rating and SGL-2 speculative grade liquidity rating. The outlook is stable. The rating action is prompted by ACC's intent to issue $250 million of senior secured credit facilities, consisting of a $50 million operating facility and two $100 million term loans, to fund the $95 million purchase of Highland Cellular, LLC., as well as the potential acquisition of spectrum in the upcoming Advanced Wireless Services auction and for general corporate purposes. The incremental debt represents roughly one half of Dobson's consolidated EBITDA, although Moody's does not expect ACC's revolver to be drawn and the term loans are expected to be drawn on delayed basis. The ratings affirmation reflects Moody's belief that Dobson has sufficient debt capacity within its existing B3 Corporate Family Rating to support a modest increase in pro-forma leverage to roughly 6.4x (pro-forma Q1/06 for the Highland acquisition, $200 million funding of the new senior secured facilities and adjusted per Moody's published methodology). The ratings assignment is subject to review of final documentation. ACC's debt, including the new senior secured bank facility, does not benefit from any guarantees from either Dobson or DCS and ACC provides no similar support itself. ACC is effectively self- financed and operates as an unrestricted entity within the Dobson group of companies. Consequently, the various obligations of ACC and DCC/DCS are expected to be serviced only with local cash flows from their respective group entities. Despite these restrictions, Moody's additionally focuses on Dobson's consolidated results when assigning the company's Corporate Family Rating as Moody's believes it is possible ACC may eventually seek to provide or receive support from its related family entities via covenant relief or other means. The proposed facility has been notched up twice from Dobson's Corporate Family Rating to reflect ACC's relatively low pro-forma senior secured leverage of roughly 1.2x on a fully funded basis, its resulting strong asset coverage, as well as Moody's belief that the financial profile of ACC is similar to that of the overall consolidated results of Dobson. Assignments: Issuer: American Cellular Corporation Senior Secured Bank Credit Facility, Assigned B1 Headquartered in Oklahoma City, Dobson Communications Corp. provides wireless service in rural and suburban areas of the US to approximately 1.5 million subscribers with LTM revenues of roughly $1.2 billion. AMERIVEST PROPERTIES: Sells Assets to Koll/PER for $273 Million --------------------------------------------------------------- AmeriVest Properties Inc. entered into a definitive agreement to sell its entire portfolio of office properties to Koll/PER LLC, a limited liability company owned by The Koll Company of Newport Beach, California, and the Public Employee Retirement System of Idaho. The gross purchase price is $273 million, less a reserve for capital expenditures of approximately $850,000, and includes an assumption of existing property level debt of approximately $126 million. The sale is being made pursuant to the plan of liquidation previously adopted by AmeriVest and approved by its shareholders on May 24, 2006. The transaction is expected to close on a property-by-property basis beginning in mid-August 2006 as loan approvals are received from AmeriVest's mortgage lenders. Koll/PER LLC has completed its physical due diligence, which resulted in the capital expenditure reserve; however, the agreement is subject to customary closing conditions, including each lender's approval of the buyer's assumption of the debt. There is no assurance that the transaction will close on the terms described or on any terms. "This agreement is the culmination of an extremely successful and competitive marketing process, led by the Trammell Crow Company," Charles Knight, President and Chief Executive Officer of AmeriVest, said. "We were very pleased with both the quality and the quantity of offers received for these properties. Working with Koll and PERSI to complete their due diligence investigation in an expedited two-week period has further strengthened our belief that this transaction is in the best interests of our shareholders. Koll/PER's knowledge and experience in the smaller tenant market, as evidenced by their existing 2.5 million-square- foot portfolio of similar properties, certainly assisted them in being able to evaluate and underwrite this portfolio in such a timely fashion. We look forward to closing this transaction as quickly as possible and making our initial liquidating distribution to shareholders shortly thereafter." The estimated cash proceeds from the sale before closing costs and adjustments are expected to be approximately $146 million after repayment of mortgage debt. Based on the estimated sales proceeds, AmeriVest is revising its range of estimated cash distributions in liquidation to a range of $5.05 to $5.35 per share, compared with the previous range of $4.20 to $4.80 per share. The estimated distribution range was revised primarily to reflect the estimated proceeds from property sales given the announced agreement with Koll/PER, together with updated estimates of cash flow from operations, changes in working capital and capital expenditures through the estimated closing dates in addition to updated estimates for closing costs and liquidation expenses. The variability in the range is the result of estimates as to the timing of loan approvals and closings and for various costs of the transaction, including loan assumption and prepayment fees, if any, legal fees and expenses, and estimates for the total costs of completing the liquidation and winding up of the company, which costs are not yet fully determinable. The Board of Directors of AmeriVest has not established any dates for the payment of liquidating distributions, however, provided all or substantially all of the property sales to Koll/PER close in the next 90 days, a substantial initial distribution could be made before year-end. There can be no assurance with respect to the timing or amount of any distribution or distributions to be made by AmeriVest. About The Koll Co. The Koll Company, with its principal office in Newport Beach, California, currently owns and manages approximately 2.5 million square feet of existing multi-tenant, light industrial and suburban office space and has an additional 1.1 million square feet under development or in the planning stage. Since its founding in 1962, The Koll Company has developed more than 85 million square feet of office, industrial and retail space. Further information on Koll is available at www.koll.com. About PERSI Headquartered in Boise, Idaho, The Public Employee Retirement System of Idaho -- http://www.persi.state.id.us/-- is a $9 billion public pension plan. About AmeriVest Properties Headquartered in Denver, Colorado, AmeriVest Properties Inc. (AMEX: AMV) -- http://www.amvproperties.com/-- provides Smart Space for Small Business(TM) in Denver, Phoenix, and Dallas through the acquisition, repositioning and operation of multi- tenant office buildings in those markets. * * * AmeriVest Properties Inc.'s stockholders approved a Plan of Liquidation at its annual meeting, previously approved by the Company's Board of Directors on Feb. 9, 2006. Under the Plan, the Company's remaining 12 office properties will be sold on an orderly basis and proceeds distributed to stockholders. ARCAP 2003-1: Fitch Lifts Ratings on $52 Million Class J & K Notes ------------------------------------------------------------------ Fitch Ratings upgrades nine and affirms one class of the notes issued by ARCap 2003-1 Resecuritization, Inc. These rating actions are effective immediately: -- $54,800,000 class A affirmed at 'AAA'; -- $36,000,000 class B upgraded to 'AAA' from 'AA'; -- $20,500,000 class C upgraded to 'AA' from 'A'; -- $15,400,000 class D upgraded to 'AA-' from 'A-'; -- $36,100,000 class E upgraded to 'A+' from 'BBB+'; -- $13,000,000 class F upgraded to 'BBB+' from 'BBB'; -- $45,000,000 class G upgraded to 'BBB+' from 'BBB'; -- $9,000,000 class H upgraded to 'BBB' from 'BBB-'; -- $28,000,000 class J upgraded to 'BB+' from 'BB'; -- $24,000,000 class K upgraded to 'B+' from 'B'. ARCap 2003-1 is a collateralized debt obligation, which closed Aug. 27, 2003. ARCap 2003-1 is supported by a static pool of commercial mortgage-backed securities. The collateral was selected and is administered by ARCap REIT, Inc., rated 'CAM1' by Fitch for structured finance collateral management. The upgrades are driven primarily by the improved credit quality of the portfolio and the seasoning of the collateral. Since issuance, 25.6% of the portfolio has been upgraded by a weighted average of 1.7 notches and 4.3% downgraded by a weighted average of 1 notch. The overcollateralization and interest coverage tests have remained stable since issuance. There are no defaulted assets in the portfolio. The ratings of the classes A and B notes address the likelihood that investors will receive timely payments of interest, as per the governing documents, as well as the aggregate principal amount by the stated maturity date. The ratings of the class C, D, E, F, G, H, J, and K notes address the likelihood that investors will receive ultimate interest payments, as per the governing documents, as well as the aggregate principal amount by the stated maturity date. Fitch will continue to monitor and review this transaction for future rating adjustments. ARCAP 2004-1: Fitch Lifts Ratings on $52 Million Class J & K Notes ------------------------------------------------------------------ Fitch Ratings upgrades nine classes and affirms one class of the notes issued by ARCap 2004-1 Resecuritization, Inc. These rating actions are effective immediately: -- $57,100,000 class A affirmed at 'AAA'; -- $30,600,000 class B upgraded to 'AAA' from 'AA'; -- $26,500,000 class C upgraded to 'AA' from 'A'; -- $8,500,000 class D upgraded to 'AA-' from 'A-'; -- $30,700,000 class E upgraded to 'A+' from 'BBB+'; -- $13,600,000 class F upgraded to 'BBB+' from 'BBB'; -- $36,000,000 class G upgraded to 'BBB+' from 'BBB'; -- $13,000,000 class H upgraded to 'BBB' from 'BBB-'; -- $31,500,000 class J upgraded to 'BB+' from 'BB'; -- $20,500,000 class K upgraded to 'B+' from 'B'. ARCap 2004-1 is a collateralized debt obligation (CDO), which closed on April 19, 2004. ARCap 2004-1 is supported by a static pool of commercial mortgage-backed securities. The collateral was selected and is administered by ARCap REIT, Inc., rated 'CAM1' by Fitch for structured finance collateral management. The upgrades are driven primarily by the improved credit quality of the portfolio and the seasoning of the collateral. Since issuance, 21.6% of the portfolio has been upgraded by a weighted average of 1.8 notches and there has been no negative migration. The overcollateralization and interest coverage tests have remained stable since issuance. There are no defaulted assets in the portfolio. The ratings of the class A and B notes address the likelihood that investors will receive full and timely payments of interest and ultimate repayment of principal by the stated maturity date. The ratings of the class C, D, E, F, G, H, J and K notes address the likelihood that investors will receive ultimate payment of scheduled and compensated interest and ultimate repayment of principal by the stated maturity date. Fitch will continue to monitor and review this transaction for future rating adjustments. ARLINGTON HOSPITALITY: Has Until August 30 to File Chapter 11 Plan ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois further extended, until Aug. 30, 2006, the exclusive period within which Arlington Hospitality Inc. and its debtor-affiliates can file a chapter 11 plan. The Court also gave the Debtors until Oct. 30, 2006, to solicit acceptances of that plan. As reported in the Troubled Company Reporter on May 19, 2006, the Debtors had been previously granted an extension until June 30, 2006. The Debtors disclosed that they had recently closed the sale of substantially all of their business assets to Sunburst Hospitality, Inc. The Debtors believe that the appropriate manner to wind down the estates will likely be through an orderly plan of liquidation they will propose. The Debtors tell the Court they are currently engaged in discussions with the various constituents in their cases, including the Official Committee of Unsecured Creditors, to determine how best to tailor a plan of liquidation to benefit the interests of the estates' creditors. Headquartered in Arlington Heights, Illinois, Arlington Hospitality, Inc., and its affiliates develop and construct limited service hotels and own, operate, manage and sell those hotels. The Debtors operate 15 AmeriHost Inn Hotels under leases from PMC Commercial Trust. Arlington Hospitality, Inc., serves as a guarantor under these leases. Arlington Inns Inc., an affiliate, filed for bankruptcy protection on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin Goldgar presiding. Arlington Hospitality and additional debtor- affiliates filed for chapter 11 protection on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885). Catherine L. Steege, Esq., at Jenner & Block LLP, provides the Debtors with legal advice and Chanin Capital LLC serves as the company's investment banker. David W. Wirt, Esq., at Winston & Strawn, represents the Official Committee of Unsecured Creditors. As of March 31, 2005, Arlington Hospitality reported $99 million in total assets and $94 million in total debts. ARROWHEAD GENERAL: Moody's Rates 1st-Lien Credit Facilities at B2 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to Arrowhead General Insurance Agency, Inc., a leading general agency for US commercial and personal property & casualty insurance. Moody's also assigned B2 ratings to Arrowhead's first-lien credit facilities -- a term loan and a revolving credit facility -- as well as a B3 rating to the company's second-lien term loan. The rating outlook for Arrowhead is stable. Proceeds from the term loans and from new equity contributions will be used to fund a recapitalization of the Arrowhead operations. Following this transaction, Arrowhead will be owned by a newly formed holding company, which in turn will be owned by Spectrum Equity Investors and senior Arrowhead managers. The credit facilities will be secured by substantially all of Arrowhead's assets and guaranteed by substantially all of its subsidiaries. According to Moody's, the ratings reflect Arrowhead's position as a leading US general agency and program specialist, providing product development, marketing, underwriting and administrative services to national insurance carriers. Arrowhead develops specialized insurance products in cooperation with major insurance carriers, and distributes those products through a broad network of brokers. Arrowhead does not assume insurance risk and does not process claims. The company is well diversified by business line and by geography throughout the US. These strengths are tempered by the company's considerable financial leverage and by its modest size relative to other insurance brokers and agents rated by Moody's. While there is transition risk inherent in the new ownership and governance structure, Moody's believes that this risk is mitigated by Arrowhead's stable management team and by Spectrum's strong track record. The ratings incorporate Moody's expectation of EBITDA margins in the vicinity of 30% and improving financial leverage and coverage metrics. Factors that could lead to an upgrade include yearly free cash flow exceeding 10% of debt and a debt-to-EBITDA ratio of less than 3.5 times. Factors that could lead to a downgrade include EBITDA margins declining to less than 20%, yearly free cash flow falling below 5% of debt or a debt-to-EBITDA ratio exceeding 5.0 times. Arrowhead, based in San Diego, California, ranks among the largest general agencies for US property & casualty insurance. The company placed $975 million of written premiums and generated $108 million of net revenues during the 12 months ended May 31, 2006. ASARCO LLC: Court Approves Spieth Bell as Special Labor Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi authorized ASARCO LLC to employ Spieth, Bell, McCurdy & Newell Co., LPA, as its special counsel to address labor-related matters. As reported in the Troubled Company Reporter on July 7, 2006, ASARCO has selected Spieth Bell because of the firm's extensive experience, expertise and recognized national reputation in handling complex labor negotiations in which labor unions are actively involved, James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas, related. Labor Matters In July 2005, ASARCO LLC's unionized workers, represented by the United Steelworkers of America, and 1,500 other employees went on strike. As a result, ASARCO's non-striking employees operated the mines on a limited basis. In November 2005, after prolonged negotiations and multiple court hearings, ASARCO and Union representatives reached an agreement that settled the strike. The Interim Labor Agreement generally extended the existing labor agreements until Dec. 31, 2006. Although the Interim Labor Agreement does not expire until the end of 2006, ASARCO and the Union representatives believe that labor negotiations can be protracted and complex and agree that labor negotiations should start as soon as possible. Due to Spieth Bell's familiarity with the USW and its past experience negotiation with the USW on behalf of large companies in the context of other bankruptcy proceedings, ASARCO believes that Spieth Bell is uniquely qualified to assist it in upcoming Union negotiations. Spieth Bell will carefully coordinate its efforts with ASARCO's bankruptcy counsel and general labor counsel, Quarles & Brady Streich Lang, L.L.P, so as to prevent any duplication of effort to the fullest extent possible, Stanley Dan Pace, Esq., a partner at Spieth Bell, assured the Court. Mr. Pace informed the Court that he will be performing most of the work for ASARCO. ASARCO will pay $345 per hour for Mr. Pace's services. ASARCO will pay $280 to $325 per hour for every other additional attorney who may provide services on its behalf. Mr. Pace and the other attorneys will be reimbursed of all necessary out-of-pocket expenses that they incur while providing services to ASARCO. Spieth Bell does not hold any interests adverse to ASARCO and its estates, and is disinterested as defined in Section 101(14) of the Bankruptcy Code. 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. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000) ASARCO LLC: Court Lifts Stay to Prevent Burns Suit Dismissal ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi modified the automatic stay to allow the Burns Plaintiffs -- Phillip Nelson Burns, Mirjana Pavkovich and Warren Halfpap -- to seek and obtain relief under non-bankruptcy law in the Supreme Court of the State of New York to prevent the dismissal of its Litigation as to the Mexican Corporate Defendants. As reported in the Troubled Company Reporter on July 6, 2006, in October 2004, Phillip Nelson Burns, Mirjana Pavkovich and Warren Halfpap filed a complaint against a number of defendants, including Grupo Mexico, S.A. de C.V., Grupo Minero Mexico Internacional, S.A. de C.V., Controladora Minera Mexico, S.A. de C.V., and Mexicana de Cobre, S.A. de C.V., in the Supreme Court of the State of New York. David M. Genender, Esq., at Baker Botts LLP, in Dallas, Texas, related that the Burns Litigation refer to: -- the leveraged buy-out of ASARCO Incorporated in 1999 by Grupo Mexico; and -- events since the 1999 buy-out, including the transfer of ASARCO's interests in Southern Copper Corporation to Americas Mining Corporation. The Burns Plaintiffs served the summons and Complaint upon the Mexican Corporate Defendants pursuant to the Hague Convention in July 2005. However, none of the Mexican Corporate Defendants has filed an answer. When the Debtor filed for bankruptcy, the Burns Litigation became property of ASARCO's bankruptcy estate and its continued prosecution was automatically stayed. As a result, the Burns Plaintiffs are enjoined from seeking default judgment against the Mexican Corporate Defendants. Dismissal of the Burns Litigation would preclude ASARCO from benefiting from the work undertaken by the Burns Plaintiffs to properly serve the Mexican Corporate Defendants under the Hague Convention, Mr. Genender said. 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. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000) B/E AEROSPACE: Gets Requisite Consents for 8-1/2% Senior Notes -------------------------------------------------------------- In connection with the cash tender offer and consent solicitation for B/E Aerospace, Inc.'s outstanding $175 million aggregate principal amount of its 8-1/2% Senior Notes due 2010, the Company received the requisite consents from holders of the Notes to amend the indenture governing the Notes. The consent solicitation expired at 5:00 p.m. New York City time on July 21, 2006. After the expiration of the consent solicitation, the Company and The Bank of New York Trust Company, NA, the trustee under the indenture governing the Notes, entered into a supplemental indenture, which would amend the indenture under which the Notes were issued. The supplemental indenture will not become operative unless and until the Notes that have been validly tendered on or prior to the Consent Date are accepted for payment and paid for by the Company. The supplemental indenture, if it becomes operative, will amend the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. If the Notes are accepted for payment by the Company, the consideration to be paid for each Note validly tendered and not validly withdrawn on or prior to 5:00 p.m. on the Consent Date is $1,071.41 per $1,000 principal amount of Notes, assuming a July 26, 2006 payment date, which includes a consent payment of $20 per $1,000 principal amount of Notes. The consideration to be paid for each Note validly tendered and not validly withdrawn after 5:00 p.m. on the Consent Date but on or prior to 5:00 p.m. New York City time on Aug. 7, 2006, the scheduled expiration date of the tender offer, is $1,051.41 per $1,000 principal amount of Notes, assuming an Aug. 8, 2006 payment date, which will exclude any consent payment. At 5:00 p.m. on the Consent Date, $174.94 million aggregate principal amount of Notes had been validly tendered and not withdrawn. The Company has retained UBS Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as Dealer Managers, and Global Bondholder Services Corporation to serve as Depositary and Information Agent. Persons with questions regarding the tender offer and consent solicitation should contact: 1) UBS Securities LLC Telephone (203) 719-4210 (collect) Toll Free (888) 722-9555 ext. 4210 2) Credit Suisse Securities (USA) LLC Telephone (212) 325-7596 (collect) Toll Free (800) 820-1653 3) J.P. Morgan Securities Inc. Telephone (212) 270-7407 (collect) 4) Global Bondholder Services Corporation Telephone (866) 804-2200 Requests for documentation should be directed to Global Bondholder Services Corporation. About B/E Aerospace Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV) -- http://www.beaerospace.com/-- is a manufacturer of aircraft cabin interior products, and a leading aftermarket distributor of aerospace fasteners. B/E designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E manufactured products include aircraft cabin seating, lighting, oxygen, and food and beverage preparation and storage equipment. The company also provides cabin interior design, reconfiguration and passenger-to-freighter conversion services. Products for the existing aircraft fleet -- the aftermarket -- generate about 60% of sales. B/E sells and supports its products through its own global direct sales and product support organization. * * * As reported in the Troubled Company Reporter on Jan. 16, 2006, Moody's Investors Service raised the ratings of B/E Aerospace, Inc., Corporate Family Rating to B1 from B3. Moody's said the ratings outlook is stable. BACHRACH CLOTHING: Court Approves Kronish Lieb as Panel's Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois gave the Official Committee of Unsecured Creditors of Bachrach Clothing, Inc., authority to retain Kronish Lieb Weiner & Hellman LLP as its counsel, nunc pro tunc to June 12, 2006. As reported in the Troubled Company Reporter on July 12, 2006, Kronish Lieb is expected to: (a) attend the Committee meetings; (b) review financial information furnished by the Debtor to the Committee and its professionals; (c) review and investigate the liens of purported secured parties; (d) confer with the Debtor's management and counsel; (e) review the Debtor's schedules, statement of financial affairs and any proposed business plans; (f) advise the Committee as to the ramifications of the Debtor's activities and pleading before the Court; (g) file appropriate pleadings on behalf of the Committee; (h) review and analyze the work product of other professionals and report to the Committee; (i) provide the Committee with legal advice in relation to the Debtor's case; (j) assist the Committee in negotiations with the Debtor and other parties in interest regarding, among other things, use of cash collateral, bidding and auction procedures, marketing and solicitation activities, and maximizing value for unsecured creditors; and (j) perform other legal services for the Committee as may be necessary. Kronish Lieb did not disclose the current hourly rate for its professionals. Lawrence C. Gottlieb, Esq., a partner at the firm, assured the Court that his firm and its professionals do not hold any material interest adverse to the Debtor's estate and are disinterested as that term defined in Section 101(14) of the Bankruptcy Code. Headquartered in Chicago, Illinois, Bachrach Clothing, Inc. -- http://www.bachrach.com/-- manufactures and retails formal men's wear and accessories. The company filed for chapter 11 protection on June 6, 2006 (Bankr. N.D. Ill. Case No. 06-06525). Robert M. Fishman, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it disclosed estimated assets and debts between $10 million and $50 million. BANKATLANTIC BANCORP: Earns $8.4 Million in Second Quarter ---------------------------------------------------------- BankAtlantic Bancorp, Inc., reported net income of $8.4 million for the three-month period ending June 30, 2006, compared to net income of $24.5 million in the second quarter 2005. The Company's year-to-date net income was $15.1 million compared to $44.4 million for the first six months of 2005. The Company reported opening 58,000 new low cost deposit accounts, which resulted to approximately $157 million in new low cost deposit balances and year-to-date, it opened approximately 135,000 new low cost deposit accounts with corresponding new balances of approximately $309 million. Alan B. Levan, Chairman and Chief Executive Officer of BankAtlantic Bancorp commented, "In BankAtlantic, the second quarter's results are consistent with our long term strategy of growing our banking franchise, and with our focus on long term returns rather than short-term earnings. The quarter's performance also reflects the impact of a $2.1 million loss at Ryan Beck, discussed in detail later in this release, compared to a $13.0 million profit for the corresponding 2005 quarter. "As we have previously discussed, BankAtlantic's strategy includes an aggressive marketing program, new store expansion program, and extended hours 'convenience model.' Although these initiatives involve incremental costs that result in lower earnings than those of prior periods, we continue to believe these costs will translate into enhanced long term profitability and shareholder value. "During the second quarter, demand deposits rose to a record level of 29.2% of total deposits and low cost deposits (demand, savings, and NOW accounts) grew to a record 58.4% of total deposits. In spite of the continued general national declines in these deposits (which have steadily declined since June, 2005), we believe BankAtlantic's growth in new low cost deposits is among the highest in the industry and continues to outperform the national trend by approximately 15%. "Earning assets were essentially unchanged for the second quarter compared to the prior quarter, consistent with our posture in response to interest rates and a flat yield curve, and as discussed below, our margin has continued to improve. Asset quality has remained high. "Earlier during the second quarter, we announced that Ryan Beck Holdings, Inc., the parent company of Ryan Beck & Co., Inc., had filed a registration statement with the Securities and Exchange Commission for an initial public offering of shares of Ryan Beck Holdings, Inc.'s Class A Common Stock. The purpose of the proposed offering is to monetize a portion of BankAtlantic Bancorp's investment in Ryan Beck through payment to BankAtlantic Bancorp of a special dividend funded by a portion of the net proceeds. While we remain intent on monetizing some portion of our investment in Ryan Beck, we have postponed the previously announced initial public offering due to a combination of current equity market conditions and Ryan Beck's weak recent financial performance. At this point, we anticipate proceeding with the offering when market conditions permit and results at Ryan Beck improve. "As part of our on-going stock repurchase program, we bought 250,000 shares of our stock in market transactions during the quarter." Headquartered in Fort Lauderdale, Florida, BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com-- is a diversified financial services holding company and the parent company of BankAtlantic and Ryan Beck & Co. Through these subsidiaries, BankAtlantic Bancorp provides a full line of products and services encompassing consumer and commercial banking, brokerage and investment banking. * * * As reported in the Troubled Company Reporter on Aug. 5, 2004, Fitch affirmed the ratings of BankAtlantic Bancorp, Inc., (BBX; long-term senior 'BB+', short-term senior 'B') and its bank subsidiary, BankAtlantic FSB, and said its Rating Outlook is Stable. BARRINGTON BROADCASTING: S&P Junks Rating on $125 Mil. Sr. Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating and negative outlook to Barrington Broadcasting LLC. Standard & Poor's also assigned its 'CCC+' rating to the $125 million in senior subordinated notes due 2014 being issued jointly by Barrington Broadcasting Group LLC and Barrington Broadcasting Capital Corp. At the same time, Standard & Poor's assigned its 'B' rating, at the same level as the corporate credit rating, and '2' recovery rating to Barrington Broadcasting Group LLC's proposed $172.5 million secured credit facilities, indicating expectations of a substantial (80%-100%) recovery of principal in the event of a payment default. TV station owner and operator Barrington had approximately $275 million of debt outstanding at March 31, 2006, pro forma for its planned acquisition of 12 TV stations from Raycom Media Inc. The company will use borrowings to complete the acquisitions from Raycom, bringing Barrington's total to 21. Borrowings under the credit agreement are guaranteed on a senior basis by parent Barrington Broadcasting LLC, Barrington Broadcasting Capital Corp., and the company's operating subsidiaries and FCC license- holding subsidiaries. Barrington Broadcasting Capital Corp., and the company's operating subsidiaries and FCC license-holding subsidiaries guarantee the senior subordinated debt on a senior subordinated basis. "The rating on Barrington reflects the company's heavy debt burden compared with its narrow cash flow base and exposure to potential local economic weakness in key markets," said Standard & Poor's credit analyst Heather M. Goodchild. Barrington also faces risks of intensifying competition for audiences and advertisers from traditional and nontraditional media, TV advertising's vulnerability to economic downturns and election cycles, and competition from other major-network- affiliated TV stations having parent companies with larger financial resources. These factors are only partially offset by the competitive positions of Barrington's major-network-affiliated TV stations, broadcasting's good margin and free cash flow conversion potential, and healthy station asset values. BEAVER FOREST: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Beaver Forest Chalet Villa Owners Association, Inc. 643 Beaver Lake Drive Ellijay, Georgia 30540 Bankruptcy Case No.: 06-21032 Type of Business: The Debtor operates a mountain resort. Chapter 11 Petition Date: July 22, 2006 Court: Northern District of Georgia (Gainesville) Debtor's Counsel: John C. Pennington, Esq. John C. Pennington, P.C. P.O. Box 275 Helen, Georgia 30545 Tel: (706) 878-0033 Fax: (706) 878-9916 Estimated Assets: $1 Million to $10 Million Estimated Debts: Unknown The Debtor did not file a list of its 20 largest unsecured creditors. BETH ISRAEL: Wants to Hire Nowell Amoroso as Corporate Counsel -------------------------------------------------------------- Beth Israel Hospital Association of Passaic asks the U.S. Bankruptcy Court for the District of New Jersey for authority to employ Nowell, Amoroso, Klein, Bierman, P.C., as its general corporate counsel. Nowell Amoroso will provide general corporate advice and representation to the Debtor, and provide other legal services as required. Herbert C. Klein, Esq., a member of Nowell Amoroso, tells the Court that the Firm's professionals bill: Professional Hourly Rate ------------ ----------- Herbert C. Klein, Esq. $375 David Edelberg, Esq. $350 Rick Steinberg, Esq. $300 Anthony Pantano, Esq. $275 Denise T. O'Donnell, Esq. $225 Sharmila D. Iazzetti, Esq. $185 Adriana Wos-Mysliwiec, Esq. $175 Paralegals $100 Mr. Klein assures the Court that the Firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Klein can be reached at: Herbert C. Klein, Esq. Nowell Amoroso Klein Bierman, P.A. 155 Polifly Road Hackensack, New Jersey 07601 Tel: (201) 343-5001 Fax: (201) 343-5181 http://www.nakb-law.com/ About Beth Israel 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: Wants to Hire Genova Burns as Special Labor Counsel ---------------------------------------------------------------- Beth Israel Hospital Association of Passaic asks the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Genova, Burns & Vernoia, as its special labor counsel. Genova Burns will provide the Debtor with advice and guidance on labor and employment matters including all of the complexities attendant to the Debtor's collective bargaining agreements. James J. McGovern, III, Esq., a member of Genova Burns, tells the Court that the Firm's professionals bill: Professional Hourly Rate ------------ ----------- James J. McGovern, III, Esq. $375 John R. Vreeland, Esq. $235 Timothy Averell, Esq. $200 Mr. McGovern assures the Court that the Firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. McGovern can be reached at: James J. McGovern III, Esq. Genova, Burns & Vernoia Eisenhower Plaza II, 354 Eisenhower Parkway Livingston, New Jersey 07039 Tel: (973) 533-0777 Fax: (973) 533-1112 http://www.gbvlaw.com About Beth Israel 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. BMC INDUSTRIES: Taps Foley & Mansfield as Special Local Counsel --------------------------------------------------------------- BMC Industries, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Minnesota for permission to employ Foley & Mansfield PLLP, as their special counsel. The Debtor tells the Court it has commenced the process of preparing and filing approximately 200 adversary proceedings pursuant to Section 547 of the Bankruptcy Code. The Debtor says that majority of the Preference Actions have and will be filed by Fredrikson & Byron P.A., its local counsel. However, Fredrikson & Byron will be unable to commence seven actions due to conflicts with existing clients. The Debtor relates that its lead bankruptcy counsel, Katlen Muchin Rosenman LLP, is prevented from independently filing the remaining preference actions due to Local Rule 83.5(d), which requires association with an active Minnesota firm. The Committee is also precluded from filing pursuant to a Court order dated August 31, 2005. The Debtor tells the Court that Foley & Mansfield will prosecute the remaining preference actions on behalf of the Debtors. The Debtor says that although Foley & Mansfield will file the remaining preference actions, Katten Muchin will perform majority of the work. In fact, the Debtor says, FOley & Mansfield's total expenditure of time in this matter is anticipated to be less than 15 hours. Thomas J. Lallier, a partner at Foley & Mansfield, tells the Court that it currently represent Deutschebank Americas, Inc. - the agent bank for the Debtors' prepetition lenders. Mr. Lallier believes that its representation of Deutschebank does not present disqualifying conflict of interest since its task is limited to assisting Katten Muchin and filing the remaining preference actions. Mr. Lallier says that the interest of the lenders and Debtors are aligned with respect to the remaining preference action. The Debtors have a fiduciary duty to maximize their estates for the benefit of creditors while the lenders - who hold a deficiency claim of $70 million - have a significant interest in recoveries to be obtained in the preference action, Mr Lallier relates. Mr. Lallier discloses that his firm will be reimbursed for their services by the lenders withou cost to the estates. Documents submitted to the Court does not show Foley & Mansfield's billing rates. Despite it representation of Deutschebank, Mr. Lallier assures the Court that it does not hold or represent any interest adverse to the Debtors or their estates. Headquartered in Ramsey, Minnesota, BMC Industries Inc. -- http://www.bmcind.com/-- is a multinational manufacturer and distributor of high-volume precision products in two business segments, Optical Products and Buckbee Mears. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Minn. Case No. 04-43515) on June 23, 2004. Jeff J. Friedman, Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A., represent the Debtors in there restructuring efforts. Thomas J. Flynn, Esq., at Larkin, Hoffman, Daly & Lindgren, Ltd., represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from its creditors, it listed $105,253,000 in assets and $164,751,000 in liabilities. BMC INDUSTRIES: Trustee Says Foley & Mansfield Isn't Disinterested ------------------------------------------------------------------ The U.S. Trustee for Region 12 asks the U.S. Bankruptcy for the District of Minnesota to deny the employment of Foley & Mansfield PPLP, as BMC Industries, Inc., and its debtor-affiliates' special counsel. The Trustee says that Foley & Mansfield represents an interest adverse to the estate, namely DeutscheBank Americas, Inc., and the Debtors' other prepetition lenders. The Trustee says that Foley & Mansfield's representation of DeutscheBank causes the firm to be not disinterested and as a result, is precluded under all subsections of Section 327 of the Bankruptcy Code. The Trustee relates that "disinterested" is defined as, inter alia, a person who is not a creditor and who does not hold or represent an interest materially adverse to the estate. The Trustee contends that in the Debtors' bankruptcy proceedings, Foley & Mansfield represents a creditor holding a secured claim and is therefore not qualified to represent the estate under Section 327(a) of the Bankruptcy Code.. The Trustee further argues that Foley & Mansfield's employment is also not permitted under Section 327(e) of the Bankruptcy Code. The Trustee says that under Section 327(3), the trustee may employ for a specified special purpose, attorneys that have "represented the debtor", if in the best interests of the estate and if the attorneys do not have an adverse interest on the matter for which they are employed. While Section 327(e) permits the employment of an attorney who would otherwise be disqualified as a result of a pre petition claim against the estate arising from prior representation of the debtor, it does not permit the employment of an attorney who currently represents a secured creditor. Headquartered in Ramsey, Minnesota, BMC Industries Inc. -- http://www.bmcind.com/-- is a multinational manufacturer and distributor of high-volume precision products in two business segments, Optical Products and Buckbee Mears. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Minn. Case No. 04-43515) on June 23, 2004. Jeff J. Friedman, Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A., represent the Debtors in there restructuring efforts. Thomas J. Flynn, Esq., at Larkin, Hoffman, Daly & Lindgren, Ltd., represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from its creditors, it listed $105,253,000 in assets and $164,751,000 in liabilities. BWAY CORP: Closes C$74-Mil. Buy of Industrial Containers Pail Biz ----------------------------------------------------------------- BWAY Corporation finalized the acquisition of substantially all of the assets, and certain liabilities, of the plastic and steel general line pail business of Industrial Containers Ltd. for C$74,100,000. "The acquisition of ICL's general line plastic and steel pail business is an important step in meeting our growth and diversification objectives," Jean-Pierre Ergas, BWAY Corporation's Chairman and Chief Executive Officer, stated. "BWAY's 2004 acquisition of NAMPAC expanded the Company's product offering to include general line rigid plastic packaging. The ICL acquisition provides BWAY geographic expansion of our current rigid packaging markets. We believe this investment in ICL, combined with the NAMPAC investment in general line rigid plastic packaging, significantly improves our ability to serve the North American general line packaging market, and demonstrates our continuing commitment to our industry." New Credit Facility Entered The Company entered into a new $295 million credit agreement led by Deutsche Bank Securities Inc. and JPMorgan Chase Bank acting as joint lead arrangers. The new loan facility includes a $190 million term loan B, a $50 million term loan C (Funded in equivalent Canadian dollars), a $50 million US revolver, and a $5 million Canadian revolver. In addition to consideration for the acquisition, proceeds from the new bank loan facility were used to repay borrowings and terminate the Company's $255 million credit agreement. A full-text copy of the Asset Purchase Agreement between the Company and Industrial Containers is available for free at: http://ResearchArchives.com/t/s?e2e A full-text copy of the Credit Agreement between the Company and Lenders is available at: http://ResearchArchives.com/t/s?e2f About Industrial Containers Headquartered in Toronto, Ontario, Industrial Containers Ltd. -- http://www.icl.ca/-- produces plastic and steel pails in Canada. About BWAY Corp. Headquartered in Atlanta, Georgia, BWAY Corporation -- http://www.bwaycorp.com/-- produces plastic and steel pails for the general line category of the North American container industry. * * * As reported in the Troubled Company Reporter on July 3, 2006, Standard & Poor's Ratings Services assigned its 'B+' rating and '2' recovery rating to Bway Corp.'s proposed senior secured bank facilities, based on preliminary terms and conditions. The proposed senior secured credit facilities consist of a $50 million U.S. revolving credit facility; a $5 million Canadian revolving credit facility; a $190 million term loan B; and a $50 million term loan C. The 'B+' rating, which is the same as the corporate credit rating, and the '2' recovery rating indicate that the lenders can expect substantial recovery of principal in the event of a payment default. CARMIKE CINEMAS: Completes Lease Accounting Review -------------------------------------------------- Carmike Cinemas, Inc., completed the review of its lease accounting. As reported in the Troubled Company Reporter on June 2, 2006, Carmike will restate previously issued financial statements for certain prior periods. Carmike continued its work to complete its financial statements for the year ended Dec. 31, 2005 and the additional restated periods. However, given the complexity of the restatement and required account adjustments, Carmike did not anticipate filing its 2005 Form 10-K, all required restatements and its 2006 first quarter Form 10-Q on or before July 27, 2006 -- the extended filing deadline previously agreed to by Carmike's lenders and the Nasdaq Listing Qualifications Panel. Requests Amendment to Senior Secured Credit Facility Given the anticipated delay, Carmike initiated the amendment process for a further extension from its lenders under the senior secured credit facility. The terms for such amendment are currently under discussion. Carmike anticipates that such extension will be finalized on or prior to July 27, 2006 -- the current deadline. Request for Nasdaq Filing Extension Carmike also requested an extension from the Nasdaq Listing Qualifications Panel to file its 2005 Form 10-K, all required restatements, and its 2006 first quarter Form 10-Q on or before August 22, 2006. As previously reported, on April 27, 2006, a hearing was held before the panel regarding Carmike's appeal of Nasdaq's determination to delist Carmike's common stock, and the panel granted an extension to make these filings by July 27, 2006. There can be no assurance that the Nasdaq panel will grant Carmike's request for an extension to Aug. 22, 2006. Quarterly Dividend Policy Carmike currently expects that its Board of Directors will declare the quarterly dividend for the 2006 second quarter following resolution of matters. However, any future dividends are at the discretion of Carmike's Board of Directors. Headquartered in Columbus, Georgia, Carmike Cinemas, Inc. (NASDAQ: CKEC) -- http://www.carmike.com/-- is a premiere motion picture exhibitor in the United States with 301 theatres and 2,475 screens in 37 states, as of Dec. 31, 2005. Carmike's focus for its theatre locations is small to mid-sized communities with populations of fewer than 100,000. * * * As reported in the Troubled Company Reporter on June 2, 2006, Moody's Investors Service placed the ratings for Carmike Cinemas, Inc. on review for downgrade based on concerns over the company's weak financial reporting and the potential for holders of Carmike's $150 million of senior subordinated notes to accelerate repayment of the obligation if the company does not file its Form 10k on or before June 2. Carmike Cinemas, Inc. ratings placed on review for possible downgrade include B2 corporate family rating; B1 senior secured bank credit facility; and Caa1 senior subordinated bonds rating. The Company's outlook was changed to rating under review from negative. CATHERINE AUSTIN: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Catherine S. Austin 12 Murvon Court Westport, Connecticut 06880 Bankruptcy Case No.: 06-50241 Chapter 11 Petition Date: July 21, 2006 Court: District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Mark S. Carron, Esq. Carron & Fink, LLC 1698-A Post Road East Peppermill Place Office Building Westport, Connecticut 06880-9991 Tel: (203) 259-7234 Fax: (203) 259-7509 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of her 20 largest unsecured creditors. CATHOLIC CHURCH: Portland Lists Conflicting Trial Schedules ----------------------------------------------------------- In a letter dated July 10, 2006, Margaret Hoffmann, Esq., at Schwabe, Williamson & Wyatt, PC, in Portland, Oregon, provided the U.S. Bankruptcy Court for the District of Oregon with a list of the tort cases scheduled for trial in January and April 2007 in the U.S. District Court for the District of Oregon: Proposed Claimant Claim No. Adv. Proc. No. Trial Date -------- --------- -------------- ---------- Andre Edmunds 305 06-3253 January 2007 Patrick Fihn 835 06-3253 January 2007 Thomas Bigler 185 06-3253 January 2007 Michael Rossman 197 06-3268 January 2007 Matthew Clemens 436 04-3361 April 2007 William Boaz 435 04-3361 April 2007 Grant Windom 438 04-3361 April 2007 Steve Bauer 446 04-3361 April 2007 Michael Schaeffer 431 none April 2007 Messrs. Boaz and Windom agreed to consolidate their cases for trial purposes, Ms. Hoffman tells Judge Perris. The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000) CATHOLIC CHURCH: Father M Insists Records Are Confidential ---------------------------------------------------------- Father M asks the U.S. District Court for the District of Oregon to reverse the Bankruptcy Court's order requiring him to produce privileged treatment record. Michael B. Merchant, Esq., at Black Helterline LLP, in Portland, Oregon, relates that Father M belongs to the Order of the Redemptorist. Although he was stationed in Portland, Oregon, Father M was headquartered in Denver, Colorado, under the Provincial Superior of the Denver Province of the Redemptorists. When allegations of sexual abuse were made against Father M in Portland, Mr. Merchant says Father M left the place and underwent a psychological evaluation, at the direction of: (1) his Redemptorist superior, Father Richard Thibodeau; (2) Father Charles Lienert, the Vicar of Clergy for the Archdiocese of Portland in Oregon; and (3) Sister Fran Ferder, a nun who had conducted an investigation after learning of the sexual abuse allegations against Father M. Tim Smith, a psychologist in Seattle, Washington, conducted the evaluation. Father M also underwent in-patient therapy by the Redemptorists at the Southdown Institute in Ontario, Canada. Because the Redemptorists both referred Father M for treatment and paid for his treatment, Mr. Merchant relates that Father M signed a release that authorized the Canadian facility to discuss his treatment with the Denver Province of the Redemptorists. The release, Mr. Merchant says, was exclusive to the Redemptorist Order and did not extend to any other person, organization, or entity. Although Father M only authorized release of the treatment record to the Redemptorist Order, Mr. Merchant says the record somehow came into the possession of the Portland Archdiocese. Exactly how or why the treatment record made its way to Portland is unknown because those people who may have known either did not know or do not remember, Mr. Merchant notes. Mr. Merchant contends that the treatment provider released the treatment record in accordance with Father M's authorization and did not send them to Portland. The dispute regarding Father M's medical record arose from a case filed in the U.S. Bankruptcy Court for the District of Oregon by various tort plaintiffs seeking records related to sexual abuse allegations against 37 priests within the Archdiocese. Erin K. Olson, Esq., in Portland, Oregon, represents certain of the tort claimants. The Bankruptcy Court granted the tort claimants' request in its "pattern and practice" order dated January 14, 2005. Pursuant to that Order, the Portland Archdiocese produced records pertaining to allegations against many priests, including Father M. Mr. Merchant notes that no claims have been filed against Father M or against the Archdiocese based on Father M's conduct. The only reason articulated by tort claimants is that discovery of his treatment record is "germane to our 'pattern and practice' investigation." Father M disagrees that any records pertaining to him are germane to the tort claimants' investigation, Mr. Merchant asserts. Even if his treatment records were germane, Father M would be unduly prejudiced by the public disclosure of his private treatment records, Mr. Merchant points out. Olson Claimants Say Father M Waived Privilege Father M has not met his burden of establishing either that the psychotherapist-patient privilege applies, or if it did, that he has not waived the privilege by voluntary disclosure, Erin K. Olson, Esq., in Portland, Oregon, contends on behalf of certain tort claimants. The burden of establishing the existence of the privilege is on the party seeking to exclude the evidence or testimony, Ms. Olson points out. By definition, a communication is not "confidential" if it "is intended to be relayed" to third parties to whom the privilege or another privilege does not apply. Therefore, the psychotherapist-patient privilege is not implicated if Father M sought treatment from the psychologist for the purpose of having the report and the communications it contains relayed to his Redemptorist superior or the Archdiocese. Specifically, Father M did not establish that: (a) the treating psychotherapist was among those to whom communications are protected; (b) his communications were confidential, because in his declaration, he acknowledges that the communications were intended to be relayed to a third party -- his employer; and (c) Fr. Thibodeau or the Archdiocese's agents to whom the records were released were "participating in the diagnosis and treatment under the direction of the psychotherapist", as would be required by the Oregon Revised Statutes to maintain the privilege. From the evidence in the record, Ms. Olson contends that Father M always intended the results of his psychological evaluation and treatment to be relayed to both of his employers -- the Redemptorist Order and the Archdiocese. Ms. Olson relates that in 1981, Father M was assigned by the Redemptorists and the Archdiocese to lead the Southeast Asian Vicariate in Northeast Portland, an archdiocesan ministry. If the psychotherapist-patient privilege did apply to the disputed record, Father M has waived that privilege when he voluntarily provided the record to a third party. Moreover, the Bankruptcy Court did not otherwise abuse its discretion in directing the disputed record produced to tort claimants over the objection of Father M because the record would be covered by a protective order, Ms. Olson notes. The Bankruptcy Court intended to afford tort claimants an opportunity to collect "pattern and practice" evidence supporting their negligence claims against the Archdiocese, Ms. Olson explains. A look into the Archdiocese's manner of responding to accusations against Father M gives tort claimants an opportunity to review whether it continued its pattern of concealment of priest-abusers, Ms. Olson says. In addition, Ms. Olson points out that the fact that none of the young women who reported that Father M sexually assaulted them chose to file lawsuits against the Archdiocese should not preclude the tort claimants from discovering how the Archdiocese handled the complaints. For these reasons, the Olson Claimants ask the District Court to uphold the Bankruptcy Court's ruling. Father M Replies Mr. Merchant asserts that the Bankruptcy Court's order is based on the wrong contention that Father M waived his psychotherapist- patient privilege. Mr. Merchant asserts that a letter from Father Lienert instructing Father Thibodeau to assure that Father M released the records from Tim Smith's assessment to Portland Archdiocese is not evidence that Father M waived the privilege over records for subsequent treatment. Moreover, Mr. Merchant points out that the treatment record, which is the subject of the appeal, is Father M's medical record on his in-patient treatment in Canada, not the Seattle assessment. Father M's employer is the Redemptorist Order, not the Portland Archdiocese, Mr. Merchant argues. The Olson Claimants knows this but nonetheless refers to the Archdiocese as the employer, or refers to the Archdiocese and the Redemptorist Order collectively as employers. There is no evidence that the treatment provider sent the record to the Archdiocese, Mr. Merchant tells the District Court. The treatment record was addressed to Father Thibodeau of the Redemptorist and only Father M is identified as a copy recipient. The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000) CENTURYTEL INC: Completes $500 Million Share Repurchase Program --------------------------------------------------------------- CenturyTel, Inc., completed its $500 million accelerated share repurchase program, which completes the first half of the $1 billion repurchase program approved by the board of directors in February 2006. On Feb. 21, 2006, CenturyTel entered into ASR agreements with investment banks under which it repurchased and retired approximately 14.36 million shares of its outstanding common stock, at an average initial price of $34.83 per share. The investment banks recently completed their repurchase of an equivalent number of shares in the open market and on July 19, 2006, CenturyTel made a cash settlement payment of approximately $28.4 million to the investment banks to complete the program. With the completion of this ASR program, CenturyTel may repurchase an additional $500 million of common stock under its previously authorized $1 billion repurchase program. The Company currently expects to purchase the remaining shares under the $1 billion program through open market purchases, subject to trading window periods and the program's June 30, 2007 expiration date. FCC Auction Deposit CenturyTel also paid a $59.1 million deposit to participate in the Federal Communication Commission's upcoming AWS spectrum auction. "The acquisition of attractively priced spectrum will enhance CenturyTel's ability to pursue our broadband services strategies," said Glen F. Post, III, chairman and chief executive officer. "CenturyTel plans to participate in the AWS auction of licenses for areas in and around our current service areas. This deposit maintains our flexibility to participate without committing us to bid if values are not attractive." The AWS auction is scheduled to begin on Aug. 9, 2006. Unused deposit amounts will be returned to the Company upon completion of the auction. The Company funded the payments with cash on hand and short-term borrowings. About CenturyTel Headquartered in Monroe, Louisiana, CenturyTel, Inc. (NYSE:CTL) -- http://www.centurytel.com/-- provides communications, high-speed Internet and entertainment services in small-to-mid-size cities through its broadband and fiber transport networks. Included in the S&P 500 Index, CenturyTel delivers advanced communications with a personal touch to customers in 25 states. * * * As reported in the Troubled Company Reporter on Feb. 24, 2006, Moody's Investors Services affirmed CenturyTel's Baa2 senior unsecured long-term rating following the company's authorization of a $1 billion share repurchase program on Feb. 22, 2006. Moody's believes that given the strength of the company's cash flows and strong balance sheet at Dec. 31, 2005, the execution of the share repurchase program will not materially weaken the company's credit metrics. As part of this rating action, Moody's affirmed the Company's Baa2 Senior Unsecured Rating; its (P)Baa2 Senior Unsecured Shelf; and (P)Ba1 Preferred Shelf rating. The rating outlook is stable. CHATTEM INC: $107.5 Million 7% Senior Notes Consent Due Today ------------------------------------------------------------- Chattem, Inc., extended until 5:00 p.m., New York City time, on Tuesday July 25, 2006, the solicitation of consents from Holders of its $107.5 million 7% Senior Subordinated Notes due 2014 to an amendment to the related indenture to increase Chattem's capacity to make restricted payments by an additional $85.0 million, including payments for the repurchase of Chattem's common stock. The consent solicitation, which commenced on June 26, 2006, was previously scheduled to expire at 5:00 p.m., New York City time, on Tuesday, July 18, 2006. In addition, Chattem amended the terms of the consent solicitation: -- Consent Payment On the Payment Date, Chattem will pay a $50 Consent Payment for each $1,000 principal amount of the Notes to each Holder from which a properly completed and duly executed consent is received prior to the Expiration Time and not properly revoked, instead of the previously announced Consent Payment of $40 for each $1,000 principal amount of the Notes validly consented. -- Additional Proposed Amendment In addition to the Proposed Amendment, Chattem has agreed to adjust the Fixed Charge Coverage Ratio that the Company must satisfy in order for the Company and its guarantors to incur certain types of indebtedness or issue certain types of securities to 2.5/1.0. -- Effective Time The Additional Proposed Amendment will require Chattem to obtain the consent of a majority of its lenders under its senior credit facility. Accordingly, the Proposed Amendments will not become effective until such time as the Lender Consent has been obtained and the other conditions previously described in the Consent Solicitation Statement dated June 26, 2006 have been satisfied. Wachovia Securities, as solicitation agent for the consent solicitation, has advised Chattem that, based on discussions with, and verbal commitments from, certain holders of the Notes, it believes that holders of a majority of the aggregate principal amount of the outstanding Notes will deliver their consents pursuant to the terms set forth above. Chattem may further extend the consent solicitation on a daily basis or for a specified period of time. If Chattem further extends the consent solicitation, it will provide notice of such extension to the Information Agent on the next business day following the scheduled Expiration Time, which will be followed as promptly as practicable by notice thereof to holders. Chattem currently intends to notify holders of any such extension solely by issuing a press release, but may elect to utilize other means reasonably calculated to inform holders of the extension. If Chattem elects to further extend the period during which the consent solicitation is open, all consents received will remain valid (and subject to revocation as provided in the consent solicitation statement) until the date and time to which the Expiration Time has been extended. Questions regarding the consent solicitation may be directed to: Wachovia Securities Liability Management Group Telephone (704) 715-8341 Toll Free (866) 309-6316 Global Bondholder Services Corporation is serving as Information Agent in connection with the consent solicitation. Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement should be directed to the Information Agent at: Global Bondholder Services Corporation 65 Broadway, Suite 704 New York, New York 10005 Telephone (212) 430-3774 About Chattem Based 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. CLICK PRINT: Printing Equipment Auction Scheduled on Thursday ------------------------------------------------------------- Digital copying and printing equipment from the bankruptcy estate of Chapter 7 Debtor Click Print, LLC, are up for auction at 11:00 a.m. on Thursday, July 27, 2006. Caspert Management Co., Inc, will facilitate the auction at 66 Ramapo Valley Road in Mahwah, New Jersey. Interested buyers can inspect the equipment beginning 9:00 a.m. on the day of the auction. Equipment to be auctioned off include: -- Challenge Model 20 Power Paper Cutter, -- Challenge EH-3A Paper Drill, -- Two Baurn 714 Folders, -- Sergeant 110 Shrinkwrap System, -- Two Xerox Docutech Copy Centers, -- HP Designjet 5000, -- Mac G4 and G5's, -- Linotronic 300 Imagesetter, -- Xerox 2515 and 2520 Blue Print Copiers, -- Canon Color Copiers, -- HP Printers, -- Fax Equipment, -- Toners, and -- Office Furniture A catalogue of the equipment to be sold at the auction is available for free at http://researcharchives.com/t/s?e45 All equipment, machinery and inventory is offered as-is, where-is with all faults. On-site bidders will be required to immediately pay a 25% deposit in cash or cash equivalent. A $100 minimum payment is required. All open invoices must be paid in full no later than Friday, July 28, 2006. Caspert Management can be reached at (201) 871-1600 or through its Web site at http://www.caspert.com/ About Caspert Caspert Management Company -- http://www.caspert.com/-- specializes in traditional live on-site Industrial Auctions. The firm assists a wide range of companies both large and small to achieve maximum value for their capital assets. About Click Print Based in Mahwah, New Jersey, Click Print, LLC, filed a Chapter 7 petition on June 19, 2006 (Bankr. N.J. Case No.: 06-15524). Barbara A. Edwards serves as the Debtor's interim Chapter 7 Trustee. Muscarella, Bochet, Edwards & D'Alessandro, PC, represents Ms. Edwards. COLLINS & AIKMAN: CBS Operations Opposes Settlement with Insurers ----------------------------------------------------------------- CBS Operations Inc., formerly known as Viacom International Inc., objects to any Settlement Agreement that does not expressly protect its rights, particularly its rights to coverage under its own insurance policies with respect to potential environmental claims. Collins & Aikman Corporation and its debtor-affiliates aks the U.S. Bankruptcy Court for the Eastern District of Michigan to approve a settlement agreement with their insurers, OneBeacon Insurance Company and National Indemnity Company. As part of their prepetition acquisition of the Consumer & Industrial Products Group, the Debtors inherited certain environmental liabilities. The Debtors incurred expenses to defend claims for damages brought by federal and state environmental regulatory agencies and remediate the environment. The Debtors believed that they are entitled to reimbursement from OneBeacon and National Indemnity for at least a portion of the payments. Under the Settlement, the Debtors will: (a) receive $5,500,000 from the Insurers; (b) dismiss with prejudice the Coverage Action; (c) release the Insurers from all obligations in connection with the Environmental Claims; and (d) indemnify and hold the Insurers harmless from certain claims made against them arising from the Environmental Claims; provided that, the indemnification will not exceed the $5,500,000 settlement payment. CBS' Objection The Debtors are the successors-in-interest to Wickes Companies, Inc., and certain of its subsidiaries. CBS is the successor-in- interest to an entity known as Gulf & Western Industries, Inc. Pursuant to an Agreement among Gulf & Western and Wickes dated September 12, 1985, Wickes acquired from Gulf & Western the business and properties of the Gulf & Western Consumer and Industrial Products Group. The business and properties of the Group included numerous corporations and unincorporated entities. Pursuant to the CIPG Agreement, Wickes generally assumed all liabilities and obligations directly and primarily associated with the CIPG. CBS believes that the liabilities of corporations and operations sold to Wickes remain the responsibility of the Debtors. Under the CIPG Agreement, the Debtors, as successors-in-interest to Wickes, are generally obligated to defend and indemnify Gulf & Western with respect to liabilities of the CIPG. Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Ann Arbor, Michigan, notes that the Debtors' proposed settlement with insurers does not expressly address CBS's rights with respect to potential environmental claims related to the CIPG Agreement or otherwise. Mr. Hammer notes that the current draft of the Settlement Agreement appears to address this issue, but indicates that the language "does not yet reflect a meeting of the minds between the parties." 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) COMPLETE RETREATS: Files Chapter 11 Reorganization in Connecticut ----------------------------------------------------------------- Complete Retreats, LLC, fdba as Tanner & Haley Resorts, and its affiliates filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The Chapter 11 filing was made on July 23, 2006, in the U.S. Bankruptcy Court for the District of Connecticut in Bridgeport, Connecticut. Tanner & Haley has taken this action to enhance its ability to meet its financial obligations, modify its business model and position the company for long-term stability. In connection with the financial reorganization, Tanner & Haley has obtained a commitment from its principal pre-petition lenders, The Patriot Group, LLC, and Beal Bank, S.S.B., for interim debtor- in-possession financing of $10 million. This interim financing and the company's pre-petition credit facilities will be replaced in due course by a permanent credit facility of up to $85 million. The purpose of this financing, which is subject to court approval, is to help ensure Tanner & Haley's ability to continue to operate in the ordinary course, such as meeting its employee payroll and post-petition vendor obligations during the reorganization process. Tanner & Haley remains in operation and is continuing to serve its members. The company intends to continue to meet substantially all travel commitments previously made to members and to continue to provide members with a wide range of destinations and services. Chief Restructuring Officer Appointment Tanner & Haley also reported that Holly Felder Etlin, a Principal at XRoads Solutions Group LLC, has been named Chief Restructuring Officer, a new position. In this capacity she will work with the company's existing management team in overseeing day-to-day operations, financial matters and strategic planning. Ms. Etlin has more than 25 years of experience providing restructuring and reorganization services to companies and their creditors in the retail, distribution, consumer products, and health care industries. Most recently she served as turnaround advisor to Winn-Dixie Stores, Inc., Chief Restructuring Officer at Impath, Inc. and Chief Restructuring Officer of San Francisco Music Box and The Museum Company. "We deeply regret any impact the Chapter 11 filing may have on our Members and other creditors," Rob McGrath, founder and Chief Executive Officer of Tanner & Haley, said. "Now, as always, we appreciate the interest and support of our Members, employees, vendors and other business partners. Together, we hope to position the company for continued leadership in the hospitality industry for many years to come." In a letter sent to its Members, Tanner & Haley said that its financial difficulties were largely attributable to a business model that proved to be unsustainable, with revenues unable to keep pace with the costs associated with its "members-first" approach. Among other things, the company in the past rarely refused a Member's travel request, and if a desired property in the company's portfolio was unavailable when requested, the company would commonly enter into a costly short-term lease with a third party. In addition, many destination club members received their memberships at a deep discount and/or locked in extremely low annual dues and daily usage fees. The company also pursued various business and real estate ventures that it believed to be synergistic but that ultimately proved unsuccessful. The factors, coupled with increasingly stiff competition in its industry, made it difficult for the company to pay its bills, make planned improvements on existing properties and invest in new properties. Accordingly, the company intends to use the Chapter 11 process to stabilize its finances and develop a more viable business model. "As part of the Chapter 11 process, we will be reviewing and, where appropriate, revising Tanner & Haley's business model so that, upon completion of the financial reorganization, the company will be better positioned to achieve long-term strength, stability, profitability and growth," Ms. Etlin said. "We are also committed to having the company emerge from the process with greatly enhanced corporate governance and financial transparency." First-Day Motions The Company filed several first day motions in the Connecticut bankruptcy court to support its ongoing U.S. operations, including requests for interim approval of the DIP facility and for permission to pay employees and continue employee benefit programs during the reorganization process, both of which are expected to be approved. Tanner & Haley's legal counsel with regard to its financial reorganization is Dechert LLP. About Complete Retreats Headquartered in Westport, Connecticut, Complete Retreats, LLC, fdba as Tanner & Haley Resorts -- http://www.tannerandhaley.com/ -- is a hospitality and real estate management company that operates a collection of offerings with a focus on providing Members and guests private residence use with an array of luxurious services, amenities and life-defining experiences. Offering three Clubs -- Private Retreats, Distinctive Retreats and Legendary Retreats -- each with its own pricing structure, consumers can select the level of membership that suits their life best. COMPLETE RETREATS: Case Summary & 50 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Complete Retreats, LLC fdba Tanner & Haley Resorts fdba Tanner & Haley Worldwide Resorts fdba Tanner & Haley Worldwide fdba Tanner & Haley Destination Clubs fdba A & K Destinations fdba Abercrombie & Kent Destinations fdba Abercrombie & Kent Destination Clubs 285 Riverside Avenue, Suite 310 Westport, Connecticut 06880 Tel: (203) 291-5500 Bankruptcy Case No.: 06-50245 Debtor-affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Preferred Retreats, LLC 06-50246 LR Management Company, LLC 06-50247 New Retreats Holding Co., LLC 06-50248 T&H Villas, LLC 06-50249 Town Clubs, LLC 06-50250 Preferred Aviation, LLC 06-50251 Preferred Retreats Travel Company, LLC 06-50252 Preferred Retreats Design Group, LLC 06-50253 Private Retreats, LLC 06-50254 European Retreats, LLC 06-50255 Distinctive Retreats, LLC 06-50256 DR MGM I, LLC 06-50257 DR MGM II, LLC 06-50258 DR MGM III, LLC 06-50259 DR MGM IV, LLC 06-50260 Private Retreats Steamboat, LLC 06-50261 Private Retreats Steamboat II, LLC 06-50262 Private Retreats Telluride I, LLC 06-50263 Private Retreats Kamalani, LLC 06-50264 Private Retreats Tortuga, LLC 06-50265 Private Retreats Whitewing, LLC 06-50266 Private Retreats Belfair, LLC 06-50267 Private Retreats Cabin 4, LLC 06-50268 Private Retreats Cabin 8, LLC 06-50269 Private Retreats Colinas, LLC 06-50270 Private Retreats Yacht Club Tortola, LLC 06-50271 Private Retreats Yacht Club Mediterranean, LLC 06-50272 Private Retreats Teton I, LLC 06-50273 Private Retreats Snake River I, LLC 06-50274 Private Retreats Snake River II, LLC 06-50275 Private Retreats Stowe II, LLC 06-50276 Private Retreats Stowe III, LLC 06-50277 Private Retreats Preserve Way, LLC 06-50278 Private Retreats Highpoint, LLC 06-50279 Private Retreats Tortola, LLC 06-50280 Private Retreats Pinecone 305, LLC 06-50281 Private Retreats Deer Valley I, LLC 06-50282 Private Retreats Tahoe I, LLC 06-50283 Private Retreats Tahoe II, LLC 06-50284 Private Retreats Tahoe III, LLC 06-50285 Private Retreats Belize, LLC 06-50286 Private Retreats Hospitality, LLC 06-50287 Private Retreats Powell II, LLC 06-50288 Private Retreats Powell III, LLC 06-50289 PR Esperanza II, LLC 06-50290 PR Esperanza III, LLC 06-50291 Olde Cypress I PR, LLC 06-50292 Olde Cypress II PR, LLC 06-50293 PR Vegas III, LLC 06-50294 A&K Destinations, LLC 06-50295 A&K Luxury Automobiles, LLC 06-50296 Bermuda Cliffs, LLC 06-50297 Private Retreats II, LLC 06-50298 Private Retreats Nevis, LLC 06-50299 Distinctive Retreats II, LLC 06-50300 Legendary Retreats, LLC 06-50301 Private Retreats Casa Dorada, LLC 06-50302 Private Retreats Summit, LLC 06-50303 P180, LLC 06-50304 DR Cerezas, LLC 06-50305 Preferred Brokerage, LLC 06-50306 Type of Business: Founded in 1998, the Debtors operate five-star hospitality and real estate management businesses and are pioneers and market leaders of the destination club industry. The Debtors operate under the trade name Tanner & Haley Resorts. See http://www.akdestinations.com/and http://www.tannerandhaley.com/ In addition to their mainline destination club business, the Debtors also operate an air travel program for destination club members, a villa business, luxury car rental services, wine sales services, fine art sales program, and other amenity programs for members. See http://www.tannerandhaleyjets.com/and http://www.tannerandhaleyvillas.com/ Chapter 11 Petition Date: July 23, 2006 Court: District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtors' Counsel: Nicholas H. Mancuso, Esq. Jeffrey K. Daman, Esq. Dechert LLP 90 State House Square Hartford, Connecticut 06103 Tel: (860) 524-3950 Fax: (860) 524-3930 -- and -- Joel H. Levitin, Esq. David C. McGrail, Esq. Richard A. Stieglitz Jr., Esq. Dechert LLP 30 Rockefeller Plaza New York City 10112 Tel: (212) 698-3500 Fax: (212) 698-3599 Debtors' Financial and Restructuring Advisor: XRoads Solutions Group, LLC 1821 East Dyer Road, Suite 225 Santa Ana, California 92705 Tel: (949) 567-1600 Fax: (949) 567-1655 http://www.xroadsllc.com/ Estimated Assets: Unknown Total Debts: $308,000,000 Debtors' Consolidated List of their 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Janine Schlierf Litigation Claim Unknown 59 Bob Hill Road Ridgefield, CT 06877 c/o Koskoff, Koskoff & Bieder 350 Fairfield Avenue Bridgeport, CT 06604 Tel: (203) 336-4421 Fax: (203) 368-3244 Gregory Wendt Membership Deposit $1,300,000 1 Market Street Stuart Tower 1800 San Francisco, CA 94105-1409 Tel: (415) 393-7161 Scott Walchek Membership Deposit $1,300,000 295 Barrington Lane Alamo, CA 94507 Tel: (925) 297-1212 Wil Vanloh Membership Deposit $1,300,000 3208 Locke Lane Houston, TX 77019 Ignacio Torras Membership Deposit $1,300,000 777 Post Oak Boulevard Suite 650 Houston, TX 77056 Tel: (713) 963-0066 Nick Thakore Membership Deposit $1,300,000 11 Cranmore Road Wellesley, MA 02481 Greg Newman Membership Deposit $1,300,000 389 South Avenue Alamo, CA 94507 Tel: (925) 820-1218 Peter Lowe Membership Deposit $1,300,000 1370 South Ocean Boulevard Manalasan, FL 33462 Len J. Lauer Membership Deposit $1,300,000 2927 Verona Road Mission Hills, KS 66208 Stephen Kaplan Membership Deposit $1,300,000 434 Marguerita Santa Monica, CA 90402 Mark Houghton-Berry Membership Deposit $1,300,000 Corner Green, South Drive Virginia Water Surrey GU 25 4JS John Harvey Membership Deposit $1,300,000 6805 Avondale Oklahoma City, OK 73116 Tel: (405) 848-3560 Alan Fox Membership Deposit $1,300,000 12411 Ventura Boulevard Studio City, CA 91604 Tel: (818) 519-6666 Boyd Fellows Membership Deposit $1,300,000 32 Shady Lane Ross, CA 94957 Tel: (415) 456-4900 Richard Cornelius Membership Deposit $1,300,000 8 Camargo Pines Lane Cincinnati, OH 45243 Tel: (513) 984-9440 Chris Stevens Membership Deposit $750,000 1816 Tribute Road Sacramento, CA 95815 Tel: (916) 643-1444 Piper Rudnick Gray Cary Legal Services $671,651 Douglas A. Rappaport, Esq. 1251 Avenue of the Americas New York City 10020 Tel: (212) 835-6000 Fax: (212) 835-6001 Intagio Media Services $655,974 Roger Juntilla, Esq. Steven Lewicky, Esq. 22 Fourth Street, Suite 1120 San Francisco, CA 94103 Tel: (415) 247-9500 Fax: (415) 284-5366 Abercrombie & Kent Sales & Marketing $532,462 1520 Kensington Road Services Oak Brook, IL 60523 Tel: (800) 323-7308 Fax: (630) 954-3324 Double AA Builders Trade Debt $503,883 Geoffrey E. Schwan, Esq. Holden Brodman, Esq. 6040 East Thomas Road Scottsdale, AZ 85251 Vickie Sanders Membership Deposit $479,500 319 8th Avenue West Kirkland, WA 98033 Tel: (425) 889-8218 Patricia Sullivan Membership Deposit $477,250 5445 Harbortown Circle Prospect, KY 50059 Tel: (502) 228-5059 Guy Bond Membership Deposit $475,000 2929 Allen Parkway, Suite 1530 Houston, TX 77019 Tel: (713) 526-4848 Carl Bufka Membership Deposit $475,000 8735 Lapalama Lane Naples, FL 34108 Tel: (239) 594-9129 Chad Carpenter Membership Deposit $475,000 42366 North 111th Place Scottsdale, AZ 85262 Tel: (480) 488-0301 Fred Gould Membership Deposit $475,000 60 Cutter Mill Road Great Neck, NY 11021 Tel: (516) 773-2747 William Green Membership Deposit $475,000 14 Bluewater Hill Westport, CT 06880 Tel: (203) 222-7890 Richard Korpan Membership Deposit $475,000 31483 Morning Star Evergreen, CO 80439 Tel: (303) 679-1708 Randy Heady Membership Deposit $474,805 5320 Spring Valley Road Suite 220 Dallas, TX 75254 Tel: (972) 661-1606 Tom Fallon Membership Deposit $474,415 95 Patricia Drive Atherton, CA 94027 Tel: (650) 839-1050 Joseph Cusimano Membership Deposit $472,644 800 North Michigan Avenue Apartment 4601 Chicago, IL 60611 Tel: (312) 867-0271 Jess Mogul Membership Deposit $470,839 347 West 87th Street, Suite 1 New York City 10024 Tel: (212) 875-9793 James Gray Membership Deposit $460,000 3420 Oyster Bay Court Cincinnati, OH 45244 Tel: (513) 561-7943 Steve Sadek Membership Deposit $460,000 7855 North Pehasant Lane River Hills, WI 53217 Tel: (414) 540-9510 Raymond Dee Membership Deposit $452,895 938 Sp9anish Moss Trail Naples, FL 34108 Tel: (239) 591-0161 Michael George Membership Deposit $450,925 108 Quail Lane Wayne, PA 19087 Tel: (610) 688-8145 Dennis Kavelman Membership Deposit $450,473 557 Hemingway Place Waterloo, N2TI24 Tel: (519) 885-8223 Bruce T. Bishop Membership Deposit $450,450 1405 South Veaux Loop Norfolk, VA 23509 Tel: (757) 628-5573 Paul Dietz Membership Deposit $450,000 1025 East Maple, Suite 200 Birmingham, MI 48009 Tel: (248) 644-9163 John Georgius Membership Deposit $450,000 466 Fenton Place Charlotte, NC 28207-1918 Tel: (704) 333-9547 William Graham Membership Deposit $450,000 4435 University Boulevard Dallas, TX 75205 Tel: (340) 776-2287 George Greenwald Membership Deposit $450,000 9504 East Rising Sun Drive Scottsdale, AZ 85262 Tel: (970) 954-6379 Scott Rechler Membership Deposit $450,000 2255 Broadhollow Road Melville, NJ 11747 Tel: (631) 622-6622 James Verdorn Membership Deposit $450,000 9203 Victoria Drive Eden Prairie, MN 55347 Tel: (952) 906-0497 Tom White Membership Deposit $450,000 2801 Van Dam Street Lincoln, NE 68502 Tel: (402) 421-1604 David Whiting Membership Deposit $450,000 P.O. Box 1108 Tustin, CA 92781-1108 Tel: (949) 499-4678 Jim Gilbert Membership Deposit $448,635 9 Alden Road Wellesley, MA 02481 Tel: (781) 237-6502 Keith Schumann Membership Deposit $448,635 101 Laurel Keep Williamsburg, VA 23185 Tel: (757) 220-8743 Arthur Epker Membership Deposit $448,375 31 Candleberry Lane Weston, MA 02493 Tel: (617) 526-8992 Brad Daugherty Membership Deposit $447,903 1239 Cane Creek Road Fletcher, NC 28732 Tel: (828) 277-7526 CONSOLIDATED COMMS: Moody's Affirms B1 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has affirmed the B1 corporate family rating for Consolidated Communications Holdings, Inc. following the company's announcement that it will increase the size of its senior secured credit facilities by up to $45 million to fund the purchase of the remaining equity interests held by its sponsor, Providence Equity. The ratings of Consolidated Communications Acquisition Texas, Inc.'s and Consolidated Communications Inc. senior secured credit facilities, including the $45 million add-on to Term D, have also been affirmed at B1. Moody's has also affirmed the B3 rating on the company's senior unsecured notes and the SGL-2 speculative grade liquidity rating. The outlook remains stable. Moody's has affirmed these ratings: Consolidated Communications Holdings: - Corporate Family Rating -- B1 - Senior Unsecured Notes due 2012 -- B3 - Liquidity rating -- SGL-2 Consolidated Communications Acquisition and Consolidated Communications Inc: - Senior Secured Credit Facilities -- B1 The outlook for all ratings remains stable. In Moody's opinion, although the $60 million total equity buyback will be funded with up to $45 million in debt and approximately $15 million from cash balances, which will modestly impact the company's liquidity, the increase in leverage is not significant enough to materially alter the company's overall credit profile. The company's liquidity is supported by the remaining $20 million in cash balances and the availability of the $30 million revolving credit facility. Pro forma for the financing, Moody's expects the company's leverage to increase to 4.8x of its projected 2006 year end debt to EBITDA from 4.5x at year-end 2005. Moody's also notes that the company expects to save up to $6 million in dividend payments (at the current payout ratio) following the retirement of the purchased stock, which will be partially offset by about $3.0 million of incremental interest expense on the add-on debt and forgone interest income on an after-tax basis. The B1 corporate family rating also reflects CCHI's vulnerability to heightened wireless and cable telephony competition in its rural markets, its relatively flat top-line growth prospects and limited post- dividend free cash flow. The rating benefits from the company's stable operating cash flow, a favorable regulatory environment, and barriers to competitive entry. The stable outlook reflects Moody's belief that, over the next 12 to 18 months, CCHI will continue to sustain its current level of revenue and free cash flow through the growth of DSL services and enhanced bundled offerings, which include IPTV in the Illinois markets. The outlook also incorporates Moody's expectations that the company will not increase its dividend payout and implement any share buyback program over the intermediate term. Consolidated Communications Holdings, Inc., is a rural local exchange carrier headquartered in Mattoon, Illinois. CREDIT SUISSE: Moody's Junks Rating on $6.7 Million Class N Certs. ------------------------------------------------------------------ Moody's Investors Service upgraded the ratings of six classes, downgraded the rating of one class and affirmed the ratings of seven classes of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001- CK3: - Class A-3, $94,353,959, Fixed, affirmed at Aaa - Class A-4, $582,406,000, Fixed, affirmed at Aaa - Class A-X, Notional, affirmed at Aaa - Class B, $42,262,000, Fixed, affirmed at Aaa - Class C, $56,348,000, WAC Cap, upgraded to Aaa from Aa3 - Class D, $11,268,000, WAC Cap, upgraded to Aa1 from A1 - Class E, $14,088,000, WAC Cap, upgraded to Aa3 from A2 - Class F, $25,357,000, WAC Cap, upgraded to A3 from Baa1 - Class G-1, $8,000,000, WAC Cap, upgraded to Baa2 from Baa3 - Class G-2, $11,722,000, WAC, upgraded to Baa2 from Baa3 - Class H, $14,088,000, Fixed, affirmed at Ba1 - Class J, $24,793,000, Fixed, affirmed at Ba2 - Class K, $9,016,000, Fixed, affirmed at B1 - Class N, $6,762,000, Fixed, downgraded to Ca from Caa2 As of the July 17, 2006 distribution date, the transaction's aggregate certificate balance has decreased by approximately 17.7% to $927.0 million from $1.13 billion at securitization. The Certificates are collateralized by 161 mortgage loans. The loans range in size from less than 1.0% to 5.0% of the pool, with the top ten loans representing 25.2% of the pool. The pool consists of two shadow rated loans, representing 9.9% of the pool, and a conduit component, representing 90.1% of the pool. Twenty-three loans, representing 25.8% of the pool, have defeased and have been replaced with U.S. Government securities. The defeased loans include five of the top ten loans -- Alliance GT 5 ($40.6 million - 4.4%), Alliance GT 6 ($33.1 million - 3.6%), Metropolitan Apartments ($23.3 million - 2.5%), Plaza Antonio ($21.6 million - 2.3%), and Silverthorne Factory Outlet Stores ($21.3 million - 2.3%). Three loans, representing 2.9% of the pool, are in special servicing. Moody's has estimated aggregate losses of approximately $7.2 million for all of the specially serviced loans. Twenty-four loans, representing 10.5% of the pool, are on the master servicer's watchlist. Four loans have been liquidated from the trust, resulting in realized losses of approximately $11.7 million. Moody's was provided with year-end 2005 operating results for 93.8% of the pool. Moody's loan to value ratio for the conduit component is 87.1%, essentially the same as at last review. Moody's is upgrading Classes C, D, E, F, G-1 and G-2 due to increased subordination levels and a significant percentage of defeased loans. Moody's is downgrading Class N due to realized and anticipated losses from the specially serviced loans and LTV dispersion. Based on Moody's analysis, 15.1% of the conduit pool has a LTV greater than 100.0%, compared to 13.9% at last review. Approximately 55.7% of the loans with a LTV over 100.0% are secured by older multifamily properties. Fifteen loans, representing 8.4% of the pool, have debt service coverage of 0.9x or less based on the borrowers' reported operating performance and the actual loan constant, compared to 13 loans, representing 6.5% of the pool at last review. The largest shadow rated loan is the Atrium Mall Loan ($46.3 million - 5.0%), which is secured by a 214,800 square foot enclosed shopping center located approximately nine miles west of downtown Boston in Chestnut Hill, Massachusetts. Loan sponsors include Simon Property Group, New York State Teachers Retirement System, TIAA-CREF and J.P. Morgan. Major tenants include Borders Books (12.6% GLA; lease expiration May 2010), The Gap (9.4% GLA; lease expiration February 2009), Anthropologie (6.7% GLA; lease expiration January 2009) and Pottery Barn (6.5% GLA; lease expiration January 2009). The center is 94.3% occupied, compared to 92.0% at last review. Performance weakened in 2005. Revenue and net operating income in 2005 declined by 7.5% and 14.7% respectively, from calendar year 2004. Moody's current shadow rating is A2, compared to A1 at last review. The second shadow rated loan is the Almaden Plaza Loan ($45.8 million - 4.9%), which is secured by a 544,900 square foot power/community center located in San Jose, California. Major tenants include Costco Wholesale (25.0% GLA; lease expiration February 2017), Bed Bath & Beyond (11.4% GLA; lease expiration January 2010) and TJ Maxx (9.9% GLA; lease expiration April 2012). Performance has been stable. The center is 97.0% occupied, compared to 96.3% at last review. Leases representing less than 9.0% of the property's net rentable area expire through year-end 2007. Moody's current shadow rating is Baa3, compared to Ba1 at last review. The top three conduit loans represent 7.5% of the outstanding pool balance. The largest conduit loan is the Rambus, Inc. Loan ($27.8 million - 3.0%), which is secured by a 96,600 square foot office building located approximately ten miles northwest of San Jose in Los Altos, California. The property was built in 2000 and serves as the corporate headquarters of Rambus, Inc. (100.0% NRA; lease expiration December 2010). The San Jose market has steadily improved over the past year in both occupancy and rental levels. The current submarket rent is estimated at $30.00 per square foot, compared to $25.00 per square foot at last review. In-place rents average $44.00 per square foot. Moody's LTV has improved from last review but still remains in excess of 100.0%, compared to 97.5% at securitization. The second largest conduit loan is the Foothill Village Shopping Center Loan ($24.0 million - 2.6%), which is secured by a 275,000 square foot community shopping center located in Salt Lake City, Utah. Major tenants include Dan's Foods (14.5% GLA; lease expiration October 2013), Stein Mart (11.7% GLA; lease expiration October 2015) and Sports Den (6.5% GLA; lease expiration October 2016). The property is 95.6% occupied, essentially the same as at last review. Performance has been strong, driven by solid revenue growth and improved expense margins. Moody's LTV is 79.4%, compared 84.6% at last review. The third largest conduit loan is the Ryan Ranch Office Center Loan ($18.0 million - 1.9%), which is secured by a 150,000 square foot, 6-building office complex built in 1992 and located in Monterey, California. Major tenants include: a) Excelligence Learning Corporation (17.7% GLA; lease expiration June 2007), b) California American Water (10.8% GLA; lease expiration August 2007), and c) Taiyo Pacific Partners (7.9% GLA; lease expiration August 2010). Performance has declined due to lease rollover and a resulting decrease in occupancy. At year-end 2005, the property was 87.6% occupied, compared to 93.3% at year-end 2004. Approximately 50.0% of the building's net rentable area is scheduled to expire by year-end 2007. Moody's LTV is 95.2%, compared to 91.6% at last review. The pool's collateral is a mix of: -- U.S. Government securities (25.8%), -- multifamily (24.1%), -- retail (23.3%), -- office and mixed use (20.0%), -- industrial and self storage (5.7%), -- lodging (0.6%) and -- credit tenant lease (0.5%). The collateral properties are located in 29 states plus Washington, D.C. The highest state concentrations are California (29.6%), Texas (8.1%), Massachusetts (7.6%), Georgia (6.5%) and Virginia (5.6%). All of the loans are fixed rate. CREST 2004-1: Fitch Holds B Rating on $89.6 Mil. Preferred Shares ----------------------------------------------------------------- Fitch Ratings upgrades 10 classes and affirms 4 classes of the notes issued by Crest 2004-1, Ltd.: -- $179,221,464 class A senior secured floating-rate term notes affirmed at 'AAA'; -- $44,000,000 class B-1 second priority floating-rate term notes upgraded to 'AAA' from 'AA'; -- $8,491,250 class B-2 second priority fixed-rate term notes upgraded to 'AAA' from 'AA'; -- $2,710,000 class C-1 third priority floating-rate term notes upgraded to 'AA+' from 'A+'; -- $23,000,000 class C-2 third priority fixed-rate term notes upgraded to 'AA+ from 'A+'; -- $17,140,000 class D fourth priority fixed-rate term notes upgraded to 'AA' from 'A'; -- $13,000,000 class E-1 fifth priority floating-rate term notes upgraded to 'A+' from 'BBB+'; -- $12,710,000 class E-2 fifth priority fixed-rate term notes upgraded to 'A+' from 'BBB+'; -- $6,427,500 class F sixth priority floating-rate term notes upgraded to 'BBB+' from 'BBB'; -- $2,000,000 class G-1 seventh priority floating-rate term notes upgraded to 'BBB-' from 'BB+'; -- $9,783,750 class G-2 seventh priority fixed-rate term notes upgraded to 'BBB-' from 'BB+'; -- $7,520,000 class H-1 eighth priority floating-rate term notes affirmed at 'BB'; -- $1,050,000 class H-2 eighth priority fixed-rate term notes affirmed at 'BB'; -- $89,628,706 preferred shares affirmed at 'B'. Crest is a collateralized debt obligation, which closed Nov. 18, 2004. It is supported by a static pool of commercial mortgage- backed securities (93.5%), senior unsecured real estate investment trust securities (1.0%), and CDOs (5.5%). Structured Credit Partners, LLC, a wholly owned subsidiary of Wachovia Corporation, selected the initial collateral and serves as the collateral administrator. The upgrades are driven primarily by the improved credit quality of the portfolio and the seasoning of the collateral. Since issuance, 19.2% of the portfolio has been upgraded by a weighted average of 1.8 notches and 0.9% downgraded by a weighted average of 2.95 notches. All overcollateralization and interest coverage ratios have remained stable since inception. There are currently no defaulted assets in the portfolio. As of the June 2006 trustee report, principal distributions have reduced the class A balance by approximately $5 million. In addition, approximately $6.8 million in interest distributions have been allocated to the preferred shares, reducing the rated balance by 7% to $89.6 million. The rating on the classes A and B notes addresses the timely payment of interest and ultimate payment of principal. The ratings on the classes C, D, E, F, G, and H notes address the likelihood of investors receiving ultimate payment of interest and ultimate payment of principal. The rating of the preferred shares addresses the likelihood that investors will receive the ultimate return of the aggregate outstanding amount of principal only by the stated maturity date. Fitch will continue to monitor and review this transaction for future rating adjustments. CSK AUTO: Tender Offers for 7% and 4-5/8% Senior Notes Expire ------------------------------------------------------------- The cash tender offer of CSK Auto, Inc., a wholly owned subsidiary of CSK Auto Corporation, for its 7% Senior Subordinated Notes due 2014 expired at 5:00 p.m., Eastern Daylight Time, on July 18, 2006. As of the Expiration Time, $224,960,000 aggregate principal amount of the 7% Notes (representing over 99% of the outstanding principal amount) had been tendered and not withdrawn. Payment of the tender offer consideration for the 7% Notes validly tendered and not withdrawn that was not previously paid following the early settlement date with respect to such notes is expected to be made promptly (as previously reported in the Troubled Company Reporter on July 12, 2006, the tender offer consideration for the $221,300,000 aggregate principal amount of the 7% Notes tendered prior to the early settlement date was paid on July 5, 2006). The cash tender offer and consent solicitation with respect to the Company's $100,000,000 aggregate principal amount of 4-5/8% Senior Exchangeable Notes due 2025 expired at 5:00 p.m., Eastern Daylight Time, on Friday, July 21, 2006. On July 13, 2006, the Company filed an Amendment No. 1 to its previously filed Schedule TO with the SEC with respect to the tender offer for the 4-5/8% Notes. Holders of the 4-5/8% Notes are encouraged to read the Schedule TO and the documents filed with, or incorporated by reference into, the Schedule TO. As of 5:00 p.m., Eastern Daylight Time, on July 18, 2006, the previously scheduled expiration date for the tender offer and consent solicitation with respect to the 4-5/8% Notes, $33,975,000 aggregate principal amount of the 4-5/8% Notes (representing approximately 34% of the outstanding principal amount) had been tendered and not withdrawn. The Altman Group, Inc., is Information Agent and Depositary for the tender offer for the 4-5/8% Notes. Questions and requests for documents related to the tender offer may be directed to The Altman Group, Inc. at (201) 806-7300. About CSK Auto Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO) -- http://www.cskauto.com/-- is the parent company of CSK Auto, Inc., a specialty retailer in the automotive aftermarket. As of Jan. 29, 2006, the Company operated 1,273 stores in 22 states under the brand names Checker Auto Parts, Schuck's Auto Supply, Kragen Auto Parts and Murray's Discount Auto Parts. * * * As reported in the Troubled Company Reporter on July 12, 2006, Moody's Investors Service assigned a Ba3 rating to CSK Auto, Inc.'s new secured bank facility, confirmed all other long term ratings, and raised the company's speculative grade rating to SGL-3 from SGL-4. This concluded the review for downgrade that commenced on March 28, 2006 and was continued on June 1, 2006. Moody's assigned a Ba3 rating to the Company's $450 million senior secured bank term loan credit facility. At the same time, Moody's confirmed the CSK Auto's Corporate family rating at B1; $100 million senior unsecured convertible notes due 2025 at B1, and $3.7 million senior subordinated notes due 2014 at B3. DANA CORP: Gets More Than $2.7 Million Offer for Hydraulic Assets ----------------------------------------------------------------- Dana Corp. and its debtor-affiliates have received two valid expressions of interest in purchasing the Intelligent Hydraulic Drive Assets for potentially greater consideration than Bosch Rexroth Corp.'s $2,700,000 offer. The Debtors did not disclose the names of the potential purchasers. The Debtors are providing due diligence to the parties that submitted valid expressions of interest on an expedited basis through July 25, 2006. Under the Bidding Procedures, final, written bids for the Intelligent Hydraulic Drives Business from interested parties must be received by the Debtors by July 26, 2006, at 5:00 p.m., Eastern Time. If a Final Bid in addition to the current bid from Bosch is received by the Bid Deadline, the Debtors will conduct a telephonic auction for the Assets on July 27, 2006. As reported in the Troubled Company Reporter on July 17, 2006, the Debtors asked the U.S. Bankruptcy Court for the Southern District of New York to approve the sale of their assets associated with the development and commercialization of the technology known as Intelligent Hydraulic Drive to Bosch Rexroth Corporation for approximately $2,700,000. The Debtors request is pursuant to the Court's order approving the Debtor's procedures to sell or transfer certain of their de minimis assets. The Assets consist of: (a) all of the Debtors' Intellectual Property related solely to the development and commercialization of the Intelligent Hydraulic Drive business, which includes their activities in the hybrid hydraulic propulsion technology development segment; (b) all tangible materials in the possession of the Debtors or their subcontractors or suppliers related to the IP Assets; (c) all rights, benefits and obligations contained in the contracts assumed, or to be assumed, by the Debtors and assigned to Bosch Rexroth; (d) the assets identified on the Asset Purchase Agreement; and (e) certain accounts receivable related to the IP Assets. Six executory contracts and unexpired leases will be assigned to Bosch Rexroth at the Closing: 1. License Agreement with Artemis Intelligent Power Limited dated July 29, 2005, 2. Development Agreement with Artemis Intelligent Power Limited dated July 29, 2005, 3. Professional Services Agreement with Venture Management Services, LLC amended on Feb. 20, 2006, 4. P.O. No. 193560-00 from Artemis Intelligent Power Limited dated March 24, 2006. 5. Letter Agreement with Navigant Consulting, Inc., effective March 14, 2006, and 6. Contract No. W56HZV-05-C-L590, P.O. No. 5003 with Government Support Services, Inc. effective Nov. 28, 2005. The Debtors' Master License & Research & Development Agreement with Permo-Drive Pty. Limited ACN 084071885 dated Aug. 9, 2005, may be assigned to Bosch Rexroth after the Closing. The amounts that the Debtors believe must be paid to cure defaults under the Assumed Contracts are: -- $6,193 pursuant to a Professional Services Agreement with Venture Management Services, LLC, February 20, 2006; and -- $4,700 pursuant to a License Agreement with Artemis Intelligent Power Limited; effective July 29, 2005. Corinne Ball, Esq., at Jones Day, in New York, disclosed that two parties hold liens or have other interests in the Assets: 1. Citicorp North America, Inc., as Administrative Agent under a Court-approved Senior Secured Superpriority DIP Credit Agreement dated March 3, 2006; and 2. Citicorp USA, Inc., as Administrative Agent under the Security Agreement dated Nov. 18, 2005. Each Lienholder either has consented to the proposed sale or the Lienholder's lien or interest can be extinguished, has been waived, or is capable of monetary satisfaction. A full-text copy of the Bosch Rexroth Asset Purchase Agreement is available for free at http://researcharchives.com/t/s?db3 About Dana Corporation Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. The company and its affiliates filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, serves as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners serves as Dana's Chief Restructuring Officer. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $7.9 billion in assets and $6.8 billion in liabilities as of Sept. 30, 2005. (Dana Corporation Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000). The Debtors' consolidated balance sheet at March 31, 2006, showed a $456,000,000 total shareholder' equity resulting from total assets of $7,788,000,000 and total liabilities of $7,332,000,000. DANA CORP: Court Sets Sept. 21 as General Claims Filing Bar Date ---------------------------------------------------------------- At Dana Corp. and its debtor-affiliates' behest, the United States Bankruptcy Court for the Southern District of New York set Sept. 21, 2006, as the last day for all creditors, including governmental units, to file prepetition claims. As reported in the Troubled Company Reporter on July 13, 2006, the Debtors proposed that they actually will serve the notice of the Bar Dates and the proof of claim form no later than Aug. 7, 2006. Amended Schedule Bar Date If the Debtors amend or supplement their Schedules of Assets and Liabilities after the Service Date, the Debtors proposed that they will give notice of any amendment or supplement to the holders of claims affected, including notice of the Amended Schedules Bar Date to file proofs of claim in response to the amendment or supplement to the Schedules. The Debtors requested that the Amended Schedule Bar Date be established as the later of: (i) the General Bar Date; and (ii) 30 days after the date that notice of the applicable amendment or supplement to the Schedules is served on the claimant. Rejection Bar Date The Debtors proposed that for any claim relating to a Debtor's rejection of executory contracts or unexpired leases pursuant to a Court order entered prior to confirmation of the applicable Debtor's plan of reorganization, the Rejection Bar Date for that claims will be the later of: (i) the General Bar Date; and (ii) 30 days after the entry of the Rejection Order. Filing Claims The Debtors require these persons or entities to file a Proof of Claim on or before the Bar Date: * Any entity whose claim is listed as disputed, contingent, or unliquidated in the Debtors' Schedules and that desires to participate in any of the Debtors' Chapter 11 cases or share in any distribution in those Chapter 11 cases; or * Any entity whose claim is improperly classified in the Debtors' Schedules or is listed in an incorrect amount and that desires to have its claim allowed in a classification or amount other than that listed in the Schedules. Proofs of claim must conform substantially to Official Bankruptcy Form No. 10 and must be filed either by: (i) mailing the original proof of claim to: United States Bankruptcy Court Southern District of New York Dana Corporation Claims Docketing Center, Bowling Green Station, P.O. Box 90, New York, New York 10274-0095; or (ii) delivering the original proof of claim by hand or overnight courier to: United States Bankruptcy Court Southern District of New York Dana Corporation Claims Docketing Center One Bowling Green, Room 354, New York, New York 10004-1408 Proofs of claim will be deemed filed only when actually received by the Debtors' claim agent, The BMC Group, Inc., on or before the applicable Bar Date. Proofs of claim must be signed, include supporting documentation, be in the English language, and be denominated in United States currency. These entities need not file proofs of claim: * Any entity that already has filed a proof of claim against the applicable Debtors with the Clerk of the Bankruptcy Court for the Southern District of New York; * Any entity whose claim is listed in the Debtors' Schedules if the claim is not scheduled as contingent, unliquidated or disputed, and which is not disputed by the creditor holding that claim as to nature, amount, or classification; * A holder of a claim previously allowed by the Court; * A holder of a claim that have been paid in full by the Debtors in accordance with the Bankruptcy Code or a Court order; * A holder of a claim for which specific deadlines have previously been fixed by the Court; * Any Debtor having a claim against another Debtor, or any direct or indirect subsidiary of the Debtors against any of the Debtors; * Any holder of a claim allowable under Sections 503(b) and 507(a)(1) of the Bankruptcy Code as administrative expense; * Any of the Debtors' officers, directors or employees having a claim for indemnification, contribution or reimbursement; * Any entity asserting asbestos-related personal injury claims; and * Any entity whose claim is limited exclusively to the repayment of principal, interest or other fees under any bond or note issued by the Debtors pursuant to an indenture. Any entity holding an interest in the Debtors do not need to file a proof of interest on or before the General Bar Date. However, Interest Holders who wish to assert claims that relate to the ownership or purchase of an Interest must file proofs of claim on or before the General Bar Date. Pursuant to Bankruptcy Rule 3003(c)(2), any entity that is required to file a proof of claim but fails to timely do so by the applicable Bar Date will be forever barred, estopped and enjoined from: (a) asserting any claim that: * exceeds the amount identified in the Schedules as undisputed, non-contingent, and liquidated; or * is of a different nature, classification or priority than any claim identified in the Schedules; and (b) participating in any distribution from any Debtor's estate with respect to that Unscheduled Claim. About Dana Corporation Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. The company and its affiliates filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, serves as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners serves as Dana's Chief Restructuring Officer. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $7.9 billion in assets and $6.8 billion in liabilities as of Sept. 30, 2005. (Dana Corporation Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000). The Debtors' consolidated balance sheet at March 31, 2006, showed a $456,000,000 total shareholder' equity resulting from total assets of $7,788,000,000 and total liabilities of $7,332,000,000. DELPHI CORP: GM Wants to Set Off $67 Million in Warranty Claims --------------------------------------------------------------- General Motors Corporation wanted to exercise its set-off rights for $67,000,000 in May 2006, Delphi Corporation discloses in a regulatory filing with the Securities and Exchange Commission. In a notice to Delphi and the Official Committee of Unsecured Creditors appointed in Delphi's bankruptcy cases, GM alleged that catalytic converters Delphi supplied for certain 2001 and 2002 vehicle platforms did not conform to specifications. For the past several years, vehicle manufacturers, including GM, have been requiring their outside suppliers to bear a greater portion of their warranty costs related to repair and replacement of defective parts, John D. Sheehan, Delphi vice president, chief restructuring officer, and chief accounting officer, relates. The manufacturers, Mr. Sheehan says, have been increasingly vigorous in pursuing warranty claims. Delphi believes that GM's claims are without merit and, therefore, disputes GM's right to set off amounts against future payments. If the parties cannot resolve the dispute, it will be submitted to mediation and, if not resolved, to binding arbitration, in accordance with the Court's final order approving the company's DIP credit facility, Mr. Sheehan says. Although Delphi cannot ensure that the future costs of warranty claims by GM or other customers will not be material, it believes its established reserves are adequate to cover potential warranty settlements. 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. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: @Road Acquires MobileAria for $11.4 Million -------------------------------------------------------- At the conclusion of the auction held on July 6, 2006, the Board of Directors of MobileAria Inc. determined that the bid of @Road, Inc. -- providing cash of $11,400,000 and certain other consideration -- to be the best offer for MobileAria's assets. Accordingly, @Road is the Successful Bidder in the Auction. Wireless Matrix USA, Inc.'s offer -- $11,200,000 in cash plus other consideration -- was the second best offer for the Assets. Wireless Matrix is designated as the Alternate Bidder. Verizon Objects to Contract Assignment Delphi Corporation and its debtor-affiliates seek to assume MobileAria's contracts with Verizon Services Corp. and assign them to @Road. Darryl S. Laddin, Esq., at Arnall Golden Gregory LLP, in Atlanta, Georgia, contends that the Debtors cannot do this because of numerous defaults that remain unresolved and have resulted in over $450,000 in damages to Verizon since January 2006. Many of these defaults are non-monetary, are "historical facts" and, therefore, are incurable, Mr. Laddin says. Even if the defaults were somehow curable and MobileAria were to compensate Verizon for the $450,000 in damages, the Debtors simply cannot provide Verizon with adequate assurance of future performance. MobileAria has failed to comply with many requirements of the GPS Agreement and its overall performance has been less than sub- par. The problems include: (i) significant failures in the product installation process resulting in prolonged unavailability; (ii) inaccurate and inconsistent reporting of installed units, (iii) failure to timely repair defective units causing extended service outages; (iv) failure to provide sufficiently trained support personnel; (v) activation of units on the wrong data plans resulting in substantial charges that would not have been incurred but for the errors; (vi) failure to deactivate uninstalled units, again, resulting in substantial charges that would not have been incurred but for the errors; and (vii) failure to implement accurate and required billing software resulting in inaccurate bills, including double-billing. According to Mr. Laddin, Verizon entered into the contract with MobileAria in 2005 specifically because @Road was unable to provide products and services to meet the needs of Verizon relating to the global positioning units installed in Verizon's 10,000-plus fleet of trucks. Mr. Laddin relates that there is no evidence indicating that @Road will be able to resolve its prior difficulties in providing products and services to Verizon, or that it will be able to solve the multitude of issues and defaults under an agreement for GPS System and Services between Verizon and MobileAria dated May 15, 2005, or otherwise comply with the terms of the GPS Agreement. Accordingly, Verizon asks the U.S. Bankruptcy Court for the Southern District of New York to deny the Debtors' request to assume and assign its contracts with MobileAria. Verizon has been having discussions with MobileAria and @Road regarding the foregoing issues and is hopeful that a resolution will be reached. Parties Negotiate MobileAria and Verizon have each agreed to work in good faith during the next 60 days to attempt to resolve the liabilities for which Verizon asserts that MobileAria is liable. Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York, relates that to provide Verizon with sufficient comfort that all valid cure amounts will be honored, MobileAria has agreed to set aside $700,000, in a segregated account, against which Verizon can seek payment related to any Asserted Disputes. If MobileAria and Verizon consensually agree on any Asserted Dispute, MobileAria will pay Verizon for the resolved disputes out of the Segregated Funds. However, if either MobileAria or Verizon reasonably determines that an Asserted Dispute cannot be resolved consensually, MobileAria or Verizon will each have the right to seek the Court's determination. MobileAria believes that certain issues remain to be resolved between @Road and Verizon, including Verizon's assertion that @Road cannot provide adequate assurance of future performance. Verizon's adequate assurance objection does not relate to the financial wherewithal of @Road, but rather relates only to its ability to operate the business in a manner Verizon deems satisfactory, Mr. Ratner says. 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. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELTA AIR: Wants to Lease 10 Boeing B757-200ER Aircraft From ILFC ----------------------------------------------------------------- Delta Air Lines, Inc., seeks the U.S. Bankruptcy Court for the Southern District of New York's permission to enter into, and to perform its obligations under, a Letter of Intent dated July 12, 2006, with International Lease Finance Corporation. Richard F. Hahn, Esq., at Debevoise & Plimpton LLP, in New York, relates that due to the increased demand for service to emerging business and leisure destinations, Delta is increasing its international capacity. Consistent with this strategy, Delta is interested in acquiring extended range aircraft, which are in appropriate condition and compatible with Delta's existing fleet. After arm's-length, good faith negotiations, ILFC agrees to lease to Delta: -- 10 used Boeing B757-200ER aircraft; and -- two used Pratt & Whitney PW2037 engines installed on each airframe. The ILFC Aircraft meet the criteria for Delta's expansion, Mr. Hahn says. The ER designation indicates that the Aircraft are capable of operating at the extended range required on international routes. He adds that the Aircraft are of a newer vintage and operate with Pratt & Whitney engines with which Delta's maintenance operations are intimately familiar. Pursuant to the Letter of Intent: a. the Aircraft will be delivered fresh from "C-Check" painted in DAL livery: Manufacturer's Serial No. DOM Delivery Date ---------- --- ------------- 28162 1996 July 15, 2007 27620 1996 July 15, 2007 28165 1997 August 14, 2007 27625 1997 August 15, 2007 28168 1997 September 14, 2007 28163 1997 September 15, 2007 28169 1997 October 15, 2007 27624 1997 October 15, 2007 28173 1997 November 15, 2007 29954 1999 November 15, 2007 b. each Lease will have a minimum term of 87 months, with the actual termination date to be mutually agreed by Delta and ILFC; c. rent under each Lease will be payable on a monthly basis in advance. d. ILFC will provide cash contribution toward the purchase of winglets per Aircraft in an agreed amount provided that the winglets will remain with the Aircraft upon its return at the termination of the applicable Lease. The terms of the Letter of Intent relating to the lease of the Aircraft will be implemented through the negotiation and execution of the Lease Documents by Delta and ILFC by no later than August 4, 2006. About Delta Air Lines Headquartered in Atlanta, Georgia, Delta Air Lines -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the Company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. (Delta Air Lines Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELTA AIR: Wants Stay Modified to Allow Salt Lake to Set Off Debts ------------------------------------------------------------------ Delta Air Lines, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to modify the automatic stay, to the extent necessary, for the sole purpose of permitting Salt Lake City Corporation, a municipal corporation of the State of Utah to: (1) apply, nunc pro tunc as of November 17, 2005, $808,952 of the prepetition credit; and (2) set off the remaining prepetition credit in full and final satisfaction of the remaining prepetition debt. Salt Lake and Delta are parties to an Amended and Restated Airport Use Agreement -- Salt Lake International Airport, dated July 1, 2003. Salt Lake owns and operates the Airport. As of September 14, 2005, Delta owed Salt Lake $914,493 comprised of fees, charges and rents arising under the Agreement. Pursuant to the Agreement, Delta was entitled in the ordinary course of business to receive certain credits and payments from Salt Lake as a result of Delta's operations at the Airport during the 2005 Fiscal Year. The prepetition credit is comprised of three components: (a) The Annual Reconciliation -- an amount based on Salt Lake's annual reconciliation of estimated rates and charges paid by Delta during the 2005 Fiscal Year against actual rates and charges due for the 2005 Fiscal Year; (b) The Fuel Rebate -- an amount based on a formula under which Delta is entitled to receive a portion of the funds that the City received from state aviation fuel taxes during the 2005 Fiscal Year; and (c) The Passenger Rebate -- an amount based on a formula under which Delta is entitled to receive a payment from the City for enplaned passengers at the Airport during the 2005 Fiscal Year. As of November 15, 2005, the aggregate amount of the prepetition credit owed to Delta was $2,630,766. On November 17, 2005, the parties agreed to allow Salt Lake to apply $808,952 the prepetition credit in satisfaction of the same amount of prepetition debt, reducing the prepetition debt to $105,542. On the same day, Salt Lake paid to Delta $1,716,273 of the unapplied prepetition credit, reducing the amount of the prepetition credit owed by Salt Lake to Delta to $105,542. About Delta Air Lines Headquartered in Atlanta, Georgia, Delta Air Lines -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the Company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. (Delta Air Lines Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000) DOBSON COMMS: Improved Performance Cues S&P's Developing Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook for Dobson Communications Corp. and its wholly owned operating subsidiary, American Cellular Corp. to developing from negative and affirmed the 'B-' corporate credit rating for both entities. Okalahoma City, Oklahoma-based Dobson is a wireless communications provider serving approximately 1.6 million subscribers in rural and suburban markets in 16 states across the U.S. Debt outstanding at March 31, 2006, for the consolidated company, was about $2.5 billion. "The outlook revision reflects improvement in operating trends for the first half of 2006, after a challenging 2005 marked by a 7% annual decline in Dobson's postpaid subscriber base," said Standard & Poor's credit analyst Susan Madison. Since the beginning of 2006, the company has seen a meaningful improvement in operating metrics. Postpaid churn has declined to 1.8% for the quarter ended June 30, 2006, from a peak of 2.8% in the third quarter of 2005. As a result, Dobson has added 19,800 subscribers in 2006. Average revenue per subscriber for the second quarter of 2006 grew 5.6% annually, as more customers migrated to higher-cost GSM plans and data usage increased, and roaming minutes of use increased 31% annually for the same period, offsetting the impact of declining roaming yields. If Dobson's operating metrics continue to improve and debt to EBITDA reaches the mid-5x area, the corporate credit rating would be raised one notch to 'B'. The negative scenario, which we view as a less likely outcome, is that improvement seen in the first half of 2006 may stall or falter, in which case the outlook could be revised to negative. The corporate credit rating for Dobson reflects: * operational challenges encountered throughout 2005 as the company transitioned its subscriber base to its GSM network, * increasing competition in the wireless sector, particularly from larger, better-capitalized national competitors, * the company's reliance on roaming revenue, which currently comprises about 20% of total revenues, and * a highly leveraged financial profile. These risks are somewhat tempered by: * the recent improvement in operating trends, which suggests that the impact from the network transition may be subsiding, * the mid-2005 extension through 2009 of the company's roaming agreement with Cingular, its largest roaming partner, and * a strengthening financial profile. DONALD NAY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Donald Paul Nay Orly A. Nay 1129 Dennis Drive Costa Mesa, California 92626 Bankruptcy Case No.: 06-11179 Type of Business: The Debtors previously filed for chapter 11 protection on August 19, 2002 (Bankr. C.D. Calif. Case No. 02-16449). Chapter 11 Petition Date: July 21, 2006 Court: Central District Of California (Santa Ana) Judge: John E. Ryan Debtors' Counsel: Allan Dean Epstein, Esq. Epstein, Ascher, P.C. 333 City Boulevard West, Suite 1815 Orange, California 92868 Tel: (714) 938-0477 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 Million to $10 Million The Debtors do not have any creditors who are not insiders. DRU TOSEL: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Dru Tosel 244 2nd Avenue North Appleton, Minnesota 56208 Tel: (320) 289-1573 Bankruptcy Case No.: 06-41438 Chapter 11 Petition Date: July 21, 2006 Court: District of Minnesota (Minneapolis) Judge: Nancy C. Dreher Debtor's Counsel: David C. McLaughlin, Esq. Fluegel, Helseth, McLaughlin, Anderson & Brutlag, Chartered 25 2nd Street Southwest, Suite 102 Ortonville, Minnesota 56278 Tel: (320) 839-2549 Fax: (320) 839-2540 Total Assets: $382,150 Total Debts: $1,092,073 Debtor's 10 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Farmers & Merchants Bank $153,000 239 North Miles Street Appleton, MN 56208 Montevideo Co-op Credit Union $130,000 P.O. Box 472 Montevideo, MN 56265 Appleton Farm Chemical $90,000 650 2nd Avenue North Appleton, MN 56208 U.S. Bank $20,000 P.O. Box 6352 Fargo, ND 58125-6352 Case Credit $12,500 700 State Street Racine, WI 53404-3343 Milbank Winwater Works $12,000 Agralite Electric Cooperative $6,500 Internal Revenue Service $6,000 Credit Bureau of Redwood $5,266 NAU Crop Insurance $2,400 EAGLE FAMILY: Poor Performance Prompts S&P to Junk Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on niche dry-grocery food products manufacturer Eagle Family Foods Inc. The corporate credit rating was lowered to 'CCC+' from 'B-'. The rating outlook is developing. About $199 million of debt, adjusted for capitalized operating leases, was outstanding at April 1, 2006. "The downgrade reflects our heightened concern regarding Eagle's weakened operating performance and financial condition," explained Standard & Poor's credit analyst Jayne Ross. "Fiscal 2006 was a difficult year for the company, with margins negatively affected by higher milk costs, the integration of the Milnot acquisition, the transition of the company's two manufacturing facilities to a lower cost facility in El Paso, Texas, and higher fuel, sugar, and distribution costs. Although Eagle should benefit from much lower milk costs and cost savings at the El Paso plant in fiscal 2007, we expect the company to continue to be pressured by higher fuel, sugar, and distribution costs over the near term. As a result, we believe that credit protection measures will remain very weak." The ratings on Eagle reflect: * the company's very high debt leverage, * limited liquidity, * weak credit protection measures, and * highly concentrated seasonal sales in sweetened condensed milk. Sales are highly concentrated in canned milk, especially sweetened condensed milk, which represented about 94% of Eagle's sales for the first nine months of fiscal 2006. In addition, sales are highly seasonal, as the products are primarily consumed during the November-December holiday season (the second quarter represents about 41% of the company's total fiscal year end sales). Despite Eagle's leading position in condensed milk, the market is highly competitive, and the company faces larger national and multinational companies, some of which have substantially greater resources. While revenues increased by about 44%, to $199.4 million for the 12 months ended April 1, 2006, EBITDA margins declined to 8.2% from 13% for the same period in 2005. In addition, Eagle's financial profile is highly leveraged. For the 12 months ended April 1, 2006, lease-adjusted EBITDA to interest coverage was 0.7x, compared with 1.0x in the prior year. Lease-adjusted total debt to EBITDA was about 12.1x, compared with 9.9x for the 12 months ended April 2, 2005, due to higher debt levels incurred with the Milnot acquisition. ELINEAR SOLUTIONS: Regains Listing Compliance with Amex ------------------------------------------------------- eLinear, Inc., received a formal notification from the American Stock Exchange indicating that the delisting procedures that were in effect due to the company's delinquency in filing its 2005 annual report and 2006 Q1 financial statements have now been cancelled. Quoted directly from the American Stock Exchange correspondence to eLinear: "The staff of the Listing Qualifications Department of the Amex has advised the Amex Hearings Department that the company has regained compliance with Sections 134 and 1101 of the Amex Company Guide. Consequently, the staff has recommended to the Hearings Department that the meeting to consider the company's appeal of the delisting in connection with non-compliance with these sections of the Company Guide be cancelled, and we concur with that recommendation." "We are very pleased as a management team and as a company to have successfully navigated through the issues outstanding with the American Stock Exchange," Tommy Allen, CEO of eLinear, stated. "Personally, as eLinear's largest shareholder, I am thankful to have this cloud of uncertainty with the continued listing of ELU on the American Stock Exchange removed. From this point forward, now that we are able to fully focus on operations, we will get eLinear back on track." About eLinear Headquartered in Houston, Texas, eLinear, Inc. (AMEX: ELU) -- http://www.elinear.com/-- is a communications, security and compliance company providing integrated technology solutions including information and physical security, IP Telephony and network and storage solutions infrastructure. The Company's customers are Fortune 2000 and small to medium sized business organizations. As of Dec. 31, 2005, eLinear had four wholly owned subsidiaries, NetView Technologies, Inc., NewBridge Technologies, Inc., TanSeco Systems, Inc. and UTEK Corporation and a 51% interest in eLinear Middle East FZ, LLC. Going Concern Doubt As reported in the Troubled Company Reporter on July 14, 2006, Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised substantial doubt about eLinear, 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 recurring operating losses and need to raise additional financing in order to satisfy its vendors and other creditors and execute its business plan. ENERGY DEVELOPMENT: Case Summary & 40 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Energy Development Corporation 120 Second Street Huntington Beach, California 92648 Bankruptcy Case No.: 06-11175 Debtor-affiliate filing separate chapter 11 petition: Entity Case No. ------ -------- Stephen Thomas Harris 06-11174 Type of Business: Stephen Thomas Harris is the president of Energy Development. Chapter 11 Petition Date: July 21, 2006 Court: Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Simon H. Langer, Esq. 1118 South Cardiff Avenue, Suite 1 Los Angeles, California 90035 Tel: (310) 552-6977 Estimated Assets Estimated Debts ---------------- --------------- Energy Development $10 Million to $10 Million to Corporation $50 Million $50 Million Stephen Thomas $1 Million to $1 Million to Harris $10 Million $10 Million A. Energy Development Corporation's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Stephen Harris Services/Salary $2,200,000 20682 Queens Park Lane Huntington Beach, CA 92646 State of California Fund Judgment $2,000,000 Punitive Damage Award Division Sacramento, CA Joseph Palladino Judgment $1,600,000 c/o Douglas Mahaffey 18881 Von Karman Avenue Suite 1200 Irvine, CA 92612 Guernsey Nominees Ltd. Legal Fees $1,100,000 c/o Richard A. Lapping, Esq. Thelen, Reid & Priest LLP 101 Second Street, Suite 1800 San Francisco, CA 94105-3606 Richard D. Mantel Loan $800,000 c/o Richard A. Lapping, Esq. Thelen, Reid & Pries LLP 101 Second Street, Suite 1800 San Francisco, CA 94105-3606 XX Bar LLC Loan $600,000 c/o Michael Shebay 6161 Savoy, Suite 1212 Houston, TX 77062 Donald W. White Loan $450,000 1845 Southwest Dickinson Lane Portland, Oregon 97219 Estate of M.P. Harris Loan $450,000 Michael Harris, Trustee 405 Perkins Drive Brookhaven, MS 39601 Ellen L. Batzel Legal Fees $380,000 27 Outrigger Street, Suite 2 Marina del Rey, CA 90292 Charles R. Whitten Loan $260,000 3250 Rum Row Naples, FL 34102 Roger Fisher Advisory Loan $240,000 Services, Inc. Shecat Partners Loan $220,000 Lewis Brisbois Bisgaard & Smith Legal Fees $160,000 Haight, Brown & Bonesteel Legal Fees $145,000 Kay Rose & Partners Legal Fees $130,000 John Jay McNamara Services $125,000 Cherokee Aviation Loan $65,000 Roger Yoka Baitis Legal Fees $60,000 Diana Spileberger Legal Fees $40,000 James D. Henderson Legal Fees $36,000 B. Stephen Thomas Harris' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ State of California Fund Judgment $2,000,000 Punitive Damage Award Division Sacramento, CA Joseph Palladino Judgment $1,600,000 c/o Douglas Mahaffey 18881 Von Karman Avenue Suite 1200 Irvine, CA 92612 Ellen L. Batzel Legal Fees $380,000 27 Outrigger Street, Suite 2 Marina del Rey, CA 90292 James D. Henderson Legal Fees $36,000 27 Outrigger Street, Suite 2 Marina del Rey, CA 90292 Glusker Greenberg Legal Fees $10,000 1900 Avenue of the Stars 21st Floor Los Angeles, CA 90067 Blue Shield of California Health Debt $4,000 Jonathan C. Keith Debt $4,000 Verizon Wireless Debt $1,200 State Farm Insurance Auto Insurance $800 Verizon of California Debt $800 Southern California Gas Company Utility Bill $600 Capital One Credit Card $600 Provident Life & Accident Health Debt $450 Bank of America Credit Card $400 SoCal Edison Utility Bill $350 RLBD Debt $300 Sears Credit Card $100 Directv Debt $60 State Franchise Tax Board Taxes Unknown Internal Revenue Service Taxes Unknown ENRON CORP: Irvine Holds $20MM Claim Against Energy Marketing Unit ------------------------------------------------------------------ Enron Energy Services, Inc., and Enron Energy Marketing Corp., obtained the approval of U.S. Bankruptcy Court for the Southern District of New York of their settlement agreements with The Irvine Company LLC and JADM, Inc. Before filing for bankruptcy, the Debtors entered into various transactions with Irvine and JADM, pursuant to which certain amounts are owed to the Debtors, relates Evan R. Fleck, Esq., at Cadwalader, Wickersham & Taft LLP in New York. Subsequently, Irvine filed Claim No. 11570 for $89,597,833 against EEMC and Claim No. 10620 for $89,597,833 against EESI. On March 10, 2005, the Debtors objected to Irvine's Claims and filed Adversary Proceeding No. 05-01231 against Irvine. On December 30, 2005, the Reorganized Debtors initiated Adversary Proceeding No. 05-03649 against JADM and Northrop Grumman Corporation seeking to recover amounts relating to certain commodity transactions. Following negotiations, the parties entered into the Settlement Agreements. The parties agree that: (1) Irvine and JADM will make a settlement payment to the applicable Reorganized Debtor or Debtor; (2) they will mutually release each other from all claims related to the contracts; (3) the Adversary Proceedings will be dismissed with prejudice; and (4) each scheduled liability related to JADM and Irvine will be deemed irrevocably withdrawn, with prejudice, and to the extent applicable, expunged and disallowed in its entirety. The Irvine Settlement Agreement also provides that Irvine will have a $20,000,000 allowed claim against EEMC. Headquartered in Houston, Texas, Enron Corporation filed for chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Judge Gonzalez confirmed the Company's Modified Fifth Amended Plan on July 15, 2004, and numerous appeals followed. The Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in their restructuring efforts. Luc A. Despins, Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, represent the Official Committee of Unsecured Creditors. (Enron Bankruptcy News, Issue No. 176; Bankruptcy Creditors' Service, Inc., 15/945-7000) ENRON CORP: Asks Court to Approve Nile Structure Settlement ----------------------------------------------------------- Enron Corp., EES Service Holdings, Inc., and Enron North America Corp. ask the U.S. Bankruptcy Court for the Southern District of New York to approve their settlement agreement dated June 20, 2006, with: -- Credit Suisse, formerly known as Credit Suisse First Boston, -- DLJ Capital Funding, -- Sphinx Trust, and -- Wilmington Trust Company, as trustee of the Sphinx Trust. In 2001, EESSH contributed 24,081,551 shares of common stock in ServiceCo Holdings, Inc., to Pyramid I, LLC. In exchange for the contribution of the ServiceCo Interests, EESSH received a Class A membership interest in Pyramid and a simultaneous "special distribution" of $25,000,000. The Class A Interest represents 100% of the voting interest, with certain restrictions, in Pyramid and a 0.01% economic interest in Pyramid. The Special Distribution was ultimately transferred by EESSH to Enron. A Class B membership interest in Pyramid was issued to the Sphinx Trust. In consideration for the Class B Interest, the Trust made a $25,000,000 capital contribution to Pyramid, which, in turn, Pyramid used to fund the Special Distribution to EESSH. The Class B Interest is generally nonvoting and represents 99.99% of the economic interest of Pyramid. The Trust financed the Capital Contribution, in part, by borrowing $23,991,207, under a credit facility, dated September 28, 2001, by and among the Trust, Credit Suisse, as administrative agent, and the lenders party thereto. To finance the balance of the Capital Contribution, the Trust issued a certificate of beneficial ownership to DLJ for cash consideration equal to $1,008,793. The Trust's ability to repay amounts borrowed under the Credit Facility was supported by a total return swap evidenced by: (i) an ISDA Master Agreement, dated as of September 28, 2001, between the Trust and ENA; (ii) a Schedule, dated as of September 28, 2001, between the Trust and ENA, modifying and supplementing the Master Agreement; and (iii) a Total Return Swap Confirmation between the Trust and ENA, dated as of September 28, 2001. Enron guaranteed to the Trust the payment and performance of all obligations of ENA under the Nile Total Return Swap Documents pursuant to an Enron Guaranty dated effective as of Sept. 28, 2001. On October 10, 2002, the Trust filed: * Claim No. 13090 against Enron for $24,219,515; and * Claim No. 13091 against ENA for $24,219,515. On April 25, 2003, most of the ServiceCo shareholders, including EESSH and Pyramid, entered into a Redemption Agreement, providing for the redemption of all or portions of their shares of ServiceCo stock. The initial closing of the Redemption Agreement transactions occurred on June 9, 2003. Pursuant to the terms of the Redemption Agreement, following the subsequent consummation of a sale of ServiceCo and all or substantially all of ServiceCo's assets, Pyramid was entitled to receive a designated amount of cash in exchange for all of the ServiceCo shares held by Pyramid, based upon the net worth of ServiceCo at the time of the sale. On November 7, 2003, ServiceCo and its subsidiaries entered into an asset purchase agreement to sell substantially all of their assets to The Linc Group, LLC, which transactions and the consent of EESSH thereto were approved by an order of the Bankruptcy Court, dated November 20, 2003. On December 8, 2003, the transactions contemplated by the Sale Agreement were consummated and, as a result thereof, Pyramid received $1,131,766. On September 26, 2003, Enron and several of its affiliates commenced Adversary Proceeding No. 03-09266 (AJG), also known as the MegaClaim Proceeding, against, among other persons, certain Nile Releasing Parties. On or about December 1, 2003, Enron and several of its affiliates commenced Adversary Proceeding No. 03-93596 (AJG) against, among other persons, certain Nile Releasing Parties. The Standalone Action was subsequently consolidated with the MegaClaim Proceeding. The parties have engaged in arm's length and good faith negotiations and discussions concerning the Credit Facility, the Certificate and the Nile Total Return Swap Documents and other transaction documents relating to the Nile structure. Pursuant to the Settlement Agreement, the parties agree that: (1) EESSH will cause Pyramid to pay to Credit Suisse: (i) all amounts held in Pyramid's accounts on the Closing Date, approximately $1,192,583; and (ii) an additional amount of $76,990; (2) Credit Suisse will cause the Trust to assign to EESSH all of its right, title and interest in and to the Class B Interest in Pyramid; (3) The Enron Claim will be allowed for $6,868,857 as a Class 185 claim against Enron, and the ENA Claim will be allowed for $22,896,190 as a Class 5 general unsecured claim against ENA. The Trust will assign the Allowed Claims to Credit Suisse; (4) Enron will file a stipulation dismissing, with prejudice, its claims against the Trust and Pyramid in the MegaClaims Proceeding and the Standalone Action related to the Nile Transaction; and (5) The Enron Parties and the Nile Releasing Parties will release each other from all claims relating to the Nile Transaction or the Nile Total Return Swap Documents. Headquartered in Houston, Texas, Enron Corporation filed for chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Judge Gonzalez confirmed the Company's Modified Fifth Amended Plan on July 15, 2004, and numerous appeals followed. The Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in their restructuring efforts. Luc A. Despins, Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, represent the Official Committee of Unsecured Creditors. (Enron Bankruptcy News, Issue No. 176; Bankruptcy Creditors' Service, Inc., 15/945-7000) ENTERGY NEW: Wants Lender Professionals Fee Procedures Established ------------------------------------------------------------------ Entergy New Orleans, Inc., Financial Guaranty Insurance Company and The Bank of New York, as indenture trustee, jointly ask the U.S. Bankruptcy Court for the Eastern District of Louisiana to establish procedures for the payment of professional fees and costs in connection to their stipulation dated Dec. 7, 2005, pursuant to Sections 157(b) and 1334 of the Judicial Procedures Code. The Court-approved stipulation provides for the Debtor's use of insurance proceeds payable as a result of losses to its property caused by Hurricane Katrina, the granting to Entergy Corp. of a priming lien, and provides the holders of the Debtor's outstanding bonds with a lien on all its assets to secure payment of the bonds. The Debtor, pursuant to the stipulation, agreed to pay the reasonable professional fees and expenses of FGIC, BNY and Deutsche Bank Securities, Inc. The professionals covered by the Joint Motion are: (x) BNY and FGIC: -- Heller, Draper, Hayden, Patrick & Horn, L.L.C.; -- King & Spalding LLP; -- Emmet, Marvin & Martin LLP; -- McGlinchey Stafford PLLC; -- Houlihan Lokey Howard & Zukin; and (y) DBS: -- Sher Garner Cahill Richter Klein & Hilbert, L.L.C.; and -- Bingham McCutchen LLP. The parties also ask the Court to allow BNY and FGIC to recover the reasonable fees and expenses of Houlihan during the bankruptcy case: (1) through December 8, 2005, at the flat non-hourly rate of $150,000 per month for fees plus reasonable costs; (2) after December 8, 2005, at the flat rate of $75,000 per month for fees plus reasonable costs; or (3) upon the sale or other disposition of substantially all of the Debtor's electric or gas transmission, generation or distribution assets, at the flat rate of $75,000 per month from December 9, 2005, through the date the Court approves the sale or disposition. Moreover, the parties ask the Court to allow DBS to recover the reasonable fees and costs of Sher Garner and Bingham for services rendered to DBS, as a holder of the Debtor's securities, during the Bankruptcy Case through March 29, 2006. Proposed Fee Protocol On or before the 20th day of each month, BNY and FGIC will serve upon the counsel to the Debtor, the Official Committee of Unsecured Creditors, Entergy Corp. and the Office of the U.S. Trustee a fee summary containing: (a) the rates charged by each professional covered by the request for payment and the number of hours worked by the professional; (b) a detailed list of the expenses for which reimbursement is requested, which will be subject to all guidelines of the U.S. Trustee; and (c) a short description of the services that were rendered during the period, which description will not contain anything that may waive any applicable privilege or disclose any strategy or attorney work product of the BNY, FGIC, DBS or the Lender Professionals. Any service party may, within 15 days of receipt, file a notice of objection to a fee summary. The notice should state the precise nature of the objection and the amount at issue. If no timely objection is made to the fee summary, BNY, FGIC or DBS will submit to the Court a proposed order approving the fees and expenses. If an objection is filed to a fee summary, the objecting service parties and BNY, FGIC, or DBS, and the professional whose fees are objected to, will attempt to reach an agreement regarding the payment to be made. If the parties are unable to reach an agreement, they may file the fee summary and the objection, together with a request for payment of the disputed amount, with the Court, at which time the Court will consider and dispose of the objection. The Debtor will be required to pay promptly any portion of the fees and disbursements requested that are not the subject of an objection. About Entergy New Orleans Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc. -- http://www.entergy-neworleans.com/-- is a wholly owned subsidiary of Entergy Corporation. Entergy New Orleans provides electric and natural gas service to approximately 190,000 electric and 147,000 gas customers within the city of New Orleans. Entergy New Orleans is the smallest of Entergy Corporation's five utility companies and represents about 7% of the consolidated revenues and 3% of its consolidated earnings in 2004. Neither Entergy Corporation nor any of Entergy's other utility and non-utility subsidiaries were included in Entergy New Orleans' bankruptcy filing. Entergy New Orleans filed for chapter 11 protection on Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697). Elizabeth J. Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $703,197,000 and total debts of $610,421,000. (Entergy New Orleans Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000) EXIDE TECHNOLOGIES: Court Waives Delaware Local Rule 3007-1(f)(i) ----------------------------------------------------------------- At Exide Technologies and its debtor-affiliates' request, the U.S. Bankruptcy Court for the District of Delaware waived Local Rule 3007-1(f)(i) so that the Debtors may file a "Common Issue Objection" against more than 150 claims, if the claims share a common defect or threshold issue. Rule 3007-1(f)(i) of the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware provide that a substantive objection may be filed with respect to no more than 150 claims. As reported in the Troubled Company Reporter on June 16, 2006, the Debtors said that it wants Local Rule 3007-1(f)(i) waived in order to streamline claim objections and improve the efficiency of the claims reconciliation process,. Sandra G. M. Sezer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, in Wilmington, Delaware, told the Court that the requested waiver will: -- allow for a faster disposition of the Common Issue Claims; -- give the Reorganized Debtors more time and resources to devote to the disposition of remaining claims; and -- preserve the resources of the Court as it will be spared from using multiple, duplicative rulings spread out over months pertaining to identical legal principles. About Exide Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- is the worldwide leading manufacturer and distributor of lead acid batteries and other related electrical energy storage products. The Company filed for chapter 11 protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, represented the Debtors in their successful restructuring. Exide's confirmed chapter 11 Plan took effect on May 5, 2004. (Exide Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000) * * * As reported in the Troubled Company Reporter on July 5, 2006, PricewaterhouseCoopers LLP expressed substantial doubt about Exide Technologies' ability to continue as a going concern after auditing the Company's financial statements for the fiscal year ending March 31, 2006. PwC pointed to the Company's recurring losses and negative cash flows from operations. Additionally, given the Company's past financial performance in comparison to its budgets and forecasts there is no assurance the Company will be able to meet these budgets and forecasts and be in compliance through March 31, 2007, with one or more of the debt covenants of its senior secured credit facility. As of March 31, 2006, the Company's balance sheet showed assets amounting to $2,082,909,000 and debts totaling $1,845,504,000. EXIDE TECHNOLOGIES: Annual Shareholders' Meeting Set on August 22 ----------------------------------------------------------------- Exide Technologies will hold its Annual Meeting of Shareholders on August 22, 2006, 9:00 a.m., at the Hilton Garden Inn Atlanta North/Alpharetta located at 4025 Windward Plaza Drive, in Alpharetta, Georgia. At the Annual Meeting, Exide shareholders will be asked to: (a) elect six directors: * Michael R. D'Appolonia, * David S. Ferguson, * John P. Reilly, * Michael P. Ressner, * Carroll R. Wetzel, and * Gordon A. Ulsh; (b) act on proposals to approve: * a $75,000,000 rights offering of shares of common stock to their shareholders; * the sale of any common stock not subscribed for in the rights offering to the standby purchasers and additional standby purchaser and the sale of another shares for $50,000,000 to the standby purchasers at the same price; and * the related Standby Purchase Agreement and Registration Rights Agreement and other contemplated transactions; (c) act on a proposal to amend Exide's Certificate of Incorporation to increase authorized shares of common Stock to 100,000,000 and the aggregate number of shares of capital stock to 101,000,000; (d) act on a proposal to approve an amendment of Exide's 2004 Stock Incentive Plan that provides for grants of stock options, restricted shares and performance awards to select key management employees, directors and consultants of the Company; and (e) act on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for fiscal 2007. Holders of record of Exide common stock at the close of business on July 27, 2006, are entitled to vote at the meeting. A full-text copy of the Company's Definitive Notice & Proxy Statement is available for free at: http://researcharchives.com/t/s?e37 About Exide Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- is the worldwide leading manufacturer and distributor of lead acid batteries and other related electrical energy storage products. The Company filed for chapter 11 protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, represented the Debtors in their successful restructuring. Exide's confirmed chapter 11 Plan took effect on May 5, 2004. (Exide Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000) * * * As reported in the Troubled Company Reporter on July 5, 2006, PricewaterhouseCoopers LLP expressed substantial doubt about Exide Technologies' ability to continue as a going concern after auditing the Company's financial statements for the fiscal year ending March 31, 2006. PwC pointed to the Company's recurring losses and negative cash flows from operations. Additionally, given the Company's past financial performance in comparison to its budgets and forecasts there is no assurance the Company will be able to meet these budgets and forecasts and be in compliance through March 31, 2007, with one or more of the debt covenants of its senior secured credit facility. As of March 31, 2006, the Company's balance sheet showed assets amounting to $2,082,909,000 and debts totaling $1,845,504,000. FALCONBRIDGE LTD: Board Reaffirms Support for Inco Merger Offer --------------------------------------------------------------- The Board of Directors of Falconbridge Limited reaffirmed its unanimous support for the Inco offer of CDN$18.50 cash per share and 0.55676 of an Inco share per Falconbridge share, assuming full pro-ration. Excluding the recently-announced special dividend of CDN$0.75 per common share, the implied value of the Inco offer was CDN$64.40 at close of business on Monday, July 24, 2006, while Falconbridge shares were trading at CDN$62.45, ex-dividend, or a premium of CDN$1.95. The shareholders of Falconbridge have until midnight, Vancouver time on July 27, 2006, to tender their shares to the Inco offer. The Board reaffirmed its recommendation in the context of its review of Xstrata plc's revised offer of CDN$62.50 in cash per Falconbridge share. The Xstrata offer, currently expiring on Aug. 14, 2006, remains subject to approvals by Investment Canada and Xstrata shareholders. "After reviewing the financial and legal aspects of the two offers, the market fundamentals for both nickel and copper and the recent performance of the Inco and Falconbridge share prices, the Falconbridge Board has reaffirmed its conclusion that the Inco offer is more attractive for the shareholders of Falconbridge," said Derek Pannell, Falconbridge's Chief Executive Officer. "Our view is that combining with Inco creates an unrivalled base-metals mining company with tremendous potential for value creation. "One of the primary reasons for the Falconbridge Board reaffirming this recommendation is the forecast of extremely solid market fundamentals, especially for nickel and copper, which will continue to underpin a very positive metals pricing environment. Against this backdrop, both Inco and Falconbridge have delivered and are expected to continue to deliver outstanding short- and medium-term earnings. The $550-million of synergies that can be realized from the combination of Inco and Falconbridge are unique to these two companies and will provide a further positive impact. Conversely, Xstrata's all-cash offer will not allow Falconbridge shareholders to participate in this future earnings potential. "In addition, Inco has received all requisite regulatory approvals. This provides a higher completion certainty." Inco and Falconbridge reported record-breaking financial results for the second quarter of 2006, with net earnings in accordance with Canadian generally accepted accounting principles of $472 million and net earnings of $728 million. Finally, assuming completion of the proposed Phelps Dodge offer to Inco, former Falconbridge shareholders would receive a further premium, including additional cash. About Inco Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) -- http://www.inco.com/-- is the world's #2 producer of nickel, which is used primarily for manufacturing stainless steel and batteries. Inco also mines and processes copper, gold, cobalt, and platinum group metals. It makes nickel battery materials and nickel foams, flakes, and powders for use in catalysts, electronics, and paints. Sulphuric acid and liquid sulphur dioxide are produced as byproducts. The company's primary mining and processing operations are in Canada, Indonesia, and the U.K. About Falconbridge Headquartered in Toronto, Ontario, Falconbridge Limited (TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. The Company owns nickel mines in Canada and the Dominican Republic and operates a refinery and sulfuric acid plant in Norway. It is also a major producer of copper (38% of sales) through its Kidd mine in Canada and its stake in Chile's Collahuasi mine and Lomas Bayas mine. Its other products include cobalt, platinum group metals, and zinc. * * * As reported in the Troubled Company Reporter on July 24, 2006, Standard & Poor's Ratings Services revised the CreditWatch implications on Inco Ltd. and Falconbridge Ltd. to developing from positive after Phelps Dodge Corp. (BBB/Watch Neg/A-2) announced an increase in the debt-financed cash consideration for the two companies. CreditWatch with developing implications means the ratings may be raised, lowered, or affirmed. Falconbridge's CDN$119.7 Million Cumulative Preferred Shares Series 2 carries S&P's BB rating. That rating was assigned on Nov. 21, 2001. Falconbridge's CDN$150 Million Preferred Shares Series H also carries S&P's BB rating. That rating was assigned on Mar. 5, 2003. FDL INC: R&S Acquisition Buys Assets for $8 Million --------------------------------------------------- The Honorable Frank J. Otte of the U.S. Bankruptcy Court for the Southern District of Indiana in Indianapolis allowed Fifth Third Bank to withdraw its purchase bid for FDL, Inc.'s assets and for FDL to sell these assets to R&S Acquisition, LLC. Fifth Third bank had emerged as the highest bidder for the Debtor's assets at an auction held on May 30, 2006. Fifth Third's $4,050,000 offer topped the stalking horse bid submitted by FDL Acquisition LLC and R&S' own bid. After confirmation of Fifth Third's credit bid, R&S began negotiations with Fifth Third to purchase the assets. In view of R&S' enhanced purchase proposal, Fifth Third agreed to withdraw its credit bid and approved the sale of the assets, free and clear of liens, to R&S. Enhanced Purchase Offer R&S will buy FDL's assets for approximately $8 million. The purchase price will be satisfied through: -- a $4.3 million cash payment at closing; -- the assumption of $1.6 million of debt owed to Donald R. Rogers; -- a $700,000 secured non-interest bearing term note, payable in four quarterly payments of $175,000 commencing on Oct. 1, 2006. -- the assumption of existing liabilities totaling $625,000; -- the assumption of a $450,000 first mortgage indebtedness on the Debtor's real estate property located in Kokomo, Indiana; -- the payment of the $125,000 break-up fee due to FDL Acquisition, LLC; and -- the assumption of cure amounts totaling $240,000 associated with certain assumed contracts. Assumed Contracts Judge Otte also authorized the Debtor to assume and assign its executory contract with Lowe's Companies, Inc. R&S will assume all rights and obligations of the Debtor under the contract. The Debtor and R&S have provided adequate assurance of future performance of the contract by: -- R&S' consent to provide to Lowe's by July 14, 2006, a written report of R&S' complete inventory on hand and in transit, including current and discontinued items to be purchased by Lowe's, taken by an independent company and paid for by R&S; and -- R&S' consent to allow Lowe's, at Lowe's sole expense, to conduct a quality inspection of the Special Purchase Inventory in November 2006 prior to its being shipped to Lowe's. A list of the contracts the Debtor wants to assume is available for free at http://researcharchives.com/t/s?e3d About FDL Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office and fast food metal furniture. The company filed for Chapter 11 protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222). Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke, P.C., represent the Debtor. Elliott D. Levin, Esq., at Rubin & Levin, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it did not state its assets but estimated debts between $10 million and $50 million. FEDERAL MOGUL: Sales Down by $33 Mil. in Quarter Ended June 2006 ---------------------------------------------------------------- Federal-Mogul reported net sales of $1,632 million for the three months ended June 30, 2006, a decrease of $33 million compared with the quarter ended June 30, 2005, due to softness in the North American aftermarket. The Company reported that for the six-month period ended June 30, 2006, net sales decreased by $67 million to $3,232 million, of which $47 million is due to unfavorable foreign currency. Gross margin for the three and six month periods ended June 30, 2006, when compared to the same periods of 2005, increased by $12 million and $22 million, respectively. Selling, general and administrative expenses for the three and six months ended June 30, 2006, when compared to the same periods of 2005, improved by $8 million and $30 million, respectively. The Company also reported income before income taxes for the three-month period ended June 30, 2006 of $12 million, consistent with the same period of 2005. For the six month period ended June 30, 2006, it reported a loss before income taxes of $27 million compared to a loss of $9 million for the same period of 2005. The Company further reported $17 million and $34 million increases in Operational EBITDA to $175 million and $320 million for the three and six month periods ended June 30, 2006, respectively. During the quarter ended June 30, 2006, the Company invested $31 million to acquire controlling interest in Goetze India Limited, a pistons and rings manufacturer headquartered in Delhi, India and the results of Goetze has been consolidated with those of the Company, including net sales and gross margin of $14 million and $2 million, respectively, and total assets of $166 million. The Company generated positive cash inflows of $30 million for the six months ended June 30, 2006, compared with $3 million for the comparable period of 2005. Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is a global supplier of automotive components, systems, and modules serving the world's original equipment manufacturers and the global aftermarket. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the Official Committee of Unsecured Creditors. FIRST BANCORP: Appoints Fernando Scherrer as New CFO and EVP ------------------------------------------------------------ The Board of Directors of First BanCorp appointed Fernando Scherrer as Executive Vice President and Chief Financial Officer, effective July 24, 2006. Mr. Scherrer, 38, brings over 15 years of financial and accounting experience in the financial services, insurance, retail and education industries. He joins First BanCorp from Scherrer Hernandez, PSC, a public accounting and consulting firm which Mr. Scherrer co-founded, and where he served as Managing Partner and Head of the firm's Audit and Consulting practices. Scherrer Hernandez, PSC has been assisting First BanCorp in its on-going process of preparing restated financial statements. Prior to founding Scherrer Hernandez, Mr. Scherrer served as a CPA for 10 years with PricewaterhouseCoopers LLP, where he audited financial institutions and insurance companies. Mr. Scherrer's experience also includes mergers and acquisitions, due diligence procedures and reviews of internal controls. During his career, he has also been an expert witness and consultant on various litigation matters involving accounting and financial issues. Mr. Scherrer is a member of the American Institute of Certified Public Accountants, the Institute of Internal Auditors and the Puerto Rico Society of Certified Public Accountants. He holds an MBA in Finance from the University of North Carolina at Chapel Hill and a Bachelor's Degree in Business Administration with concentration in Accounting from Washington University in St. Louis. "Fernando Scherrer brings a unique combination of financial, investment and industry experience to First BanCorp. His skills and integrity are tremendous assets from which our shareholders, employees and customers will benefit," said Luis M. Beauchamp, First BanCorp President and CEO. "Fernando's focus on financial discipline and controls will contribute significantly to the many facets of developing and executing our business." Mr. Scherrer succeeds Luis M. Cabrera, First BanCorp's Executive Vice President and Chief Investment Officer, who was appointed interim Chief Financial Officer on Sept. 30, 2005. Senior VP and Treasurer Appointment First BanCorp also appointed Victor M. Barreras-Pellegrini to the role of Senior Vice President and Treasurer. Mr.Barreras- Pellegrini, 38, joins First BanCorp from Banco Popular, where he spent over 14 years. As the Fixed-Income Portfolio Manager of the Popular Asset Management division, he managed institutional fixed- income portfolios, including Puerto Rico mutual funds. As an Investment Officer within Banco Popular's Treasury division, he was responsible for the purchase and sale of securities and money market instruments. He has taught finance at the University of Puerto Rico. Mr. Barreras-Pellegrini is a CFA charterholder. He holds a Masters of Science in Finance degree from Boston College and a Bachelor of Science in Business Administration from Syracuse University. Restated Financial Statements First BanCorp is in the process of preparing restated financial statements. First BanCorp anticipates it will file an amended annual report for 2004 this summer, and then its financial statements for the interim periods of 2005 and the first two quarters of 2006, and its annual report for 2005. About First BanCorp First BanCorp (NYSE: FBP) is the parent corporation of FirstBank Puerto Rico, a state chartered commercial bank with operations in Puerto Rico, the Virgin Islands and Florida; of FirstBank Insurance Agency; and of Ponce General Corporation. First BanCorp, FirstBank Puerto Rico and FirstBank Florida, formerly UniBank, the thrift subsidiary of Ponce General, all operate within U.S. banking laws and regulations. * * * As reported in the Troubled Company Reporter on March 22, 2006, Fitch Ratings affirmed the ratings and Outlook for First Bancorp and FirstBank Puerto Rico: long-term Issuer Default Rating 'BB'/short-term 'B'. The Rating Outlook remains Negative. FLAGSHIP STORAGE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Flagship Self Storage LLC 490 Main Street Mashpee, Massachusetts 02649 Tel: (508) 539-7900 Bankruptcy Case No.: 06-12375 Type of Business: The Debtor is a full-service storage facility providing personal storage products, business records filing and archiving, and equipment transportation services. See http://www.flagshipselfstorage.com/ Chapter 11 Petition Date: July 21, 2006 Court: District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Frank D. Kirby, Esq. Frank D. Kirby & Associates, P.C. 111 West 8th Street South Boston, Massachusetts 02127 Tel: (617) 269-5444 Fax: (860) 257-3398 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. FLEETWOOD ENT: Improved Balance Sheet Prompts S&P's Stable Outlook ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Fleetwood Enterprises Inc. and its 'B-' rating on the company's $100 million of convertible senior subordinated debentures. At the same time, the rating on Fleetwood Capital Trust's $210 million of convertible trust preferred securities is raised to 'CCC+' from 'D'. Concurrently, the outlook is revised to stable from negative. "The outlook revision acknowledges Fleetwood's restored, albeit modest, operating profitability in fiscal year 2006, as well as the company's expanded liquidity position and improved balance sheet," commented credit analyst James Fielding. "Despite these positive developments, however, the corporate credit rating on Fleetwood continues to reflect a challenging competitive environment, one where higher fuel prices and interest rates are expected to suppress demand for the company's recreational vehicles and a persistent dearth of chattel financing continues to impede a meaningful recovery in the manufactured housing industry." Fleetwood's simplified and downsized manufacturing platform is better positioned to provide sustainable operating profits in the longer term, though credit metrics will deteriorate modestly in the near term as higher fuel prices and interest rates suppress RV sales. These unfavorable industry conditions, as well as constrained consumer financing for manufactured homes, preclude an upgrade in the foreseeable future. Should these conditions deteriorate more dramatically than expected and Fleetwood is unable to maintain profitable operations over the next year or two, a negative outlook or downgrade would be reconsidered. FORD MOTOR: Elects William Clay Ford, Jr., as President and COO --------------------------------------------------------------- Ford Motor Company's Chairman and Chief Executive Officer, William Clay Ford, Jr., was elected President and Chief Operating Officer effective July 13, 2006, after the retirement of James J. Padilla, the Company's President and Chief Operating Officer, on July 1, 2006. The Company disclosed that Mr. Ford, age 49, has been a director since 1988 and his principal occupation is Chairman of the Board of Directors, CEO, President and Chief Operating Officer. He held a number of management positions within Ford, including Vice President-Commercial Truck Vehicle Center, Chair of the Finance Committee from 1995 until October 30, 2001, elected Chairman of the Board of Directors effective January 1, 1999, and was elected Chief Executive Officer effective October 30, 2001. The Company's Compensation Committee and William Clay Ford, Jr. agreed to amend Mr. Ford's compensation arrangements such that he will forego any new compensation until such time that the Company's Automotive sector has achieved sustainable profitability. Reduction of Board Fees of Non-Employee Directors The Company's board of directors also disclosed that it voluntarily reduced Board fees of non-employee directors by half effective July 13, 2006. The new fees of non-employee directors are: Annual Board membership fee - $100,000 Annual Committee chair fee - $2,500 Annual presiding director fee - $5,000 60% of a director's annual Board membership fee will continue to be mandatorily deferred in the form of common stock units. Ford Motor Company, headquartered in Dearborn, Michigan, is the world's third largest automobile manufacturer. Ford Motor Credit Company, also headquartered in Dearborn, Michigan, is the world's largest auto finance company. * * * As reported in the Troubled Company Reporter in July 18, 2006 Moody's Investors Service lowered the Corporate Family and senior unsecured ratings of Ford Motor Company to B2 from Ba3 and the senior unsecured rating of Ford Motor Credit to Ba3 from Ba2. The Speculative Grade Liquidity rating of Ford has been affirmed at SGL-1, indicating very good liquidity over the coming 12 month period. The outlook for the ratings is negative. G.E.I.S. INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: G.E.I.S., Inc. aka General Electronics & Information System 605 Lake Street, Suite 100 Spirit Lake, Iowa 51360 Bankruptcy Case No.: 06-00800 Chapter 11 Petition Date: July 21, 2006 Court: Northern District of Iowa (Sioux City) Debtor's Counsel: Dallas J. Janssen, Esq. 701 East Court Avenue, Suite A Des Moines, Iowa 50309 Tel: (515) 274-9161 Fax: (515) 274-1364 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Crescent Electric Supply Trade Debt $526,534 P.O. Box 500 East Dubuque, IL 61025 The City of Arlington Trade Debt $193,215 204 Shamrock Drive Arlington, MN 75530 American Express Trade Debt $162,222 P.O. Box 297879 Fort Lauderdale, FL 33329-7879 Paul A. Moe Bank Loan $101,206 Director - Business Finance Department of Employment and Economic Development 500 Metro Square 121 7th Place East St. Paul, MN 55101 Viking Electric Trade Debt $83,237 P.O. Box 77102 Minneapolis, MN 55480-7102 Minnesota Investment Fund Trade Debt $75,342 Automatic Systems Co. Trade Debt $74,500 MN Electric Supply Co. Trade Debt $54,373 Community State Bank Bank Loan $44,434 Stellar Energy Services Trade Debt $29,788 Fleet Fueling Trade Debt $21,688 Cardmember Service Trade Debt $19,998 Wells Fargo Trade Debt $19,559 Dell Trade Debt $18,050 Bergen Industries Trade Debt $17,342 Control Technology, Inc. Trade Debt $16,541 End-2-End Communications Trade Debt $16,044 Northwestern Mutual Trade Debt $16,006 Summit Electric Supply Trade Debt $15,071 First Bank & Trust Bank Loan $15,041 GREENMAN TECH: Divests California Tire Recycling Subsidiary ----------------------------------------------------------- GreenMan Technologies, Inc., executes a Stock Purchase Agreement in which GreenMan sold all ownership interest in its wholly owned GreenMan Technologies of California, Inc. subsidiary to Vern Mabry. GreenMan Technologies of California, Inc., was formed in 2002 to acquire all of the outstanding common stock of Unlimited Tire Technologies, Inc. an Azusa, California scrap tire recycling company in which Mr. Mabry was the majority owner. Terms of the transaction were not disclosed. "While we would have preferred to maintain a presence in the California tire recycling market, our California subsidiary's performance had not met expectations and therefore we felt it was in the Company's best interest to divest the subsidiary," Lyle Jensen, GreenMan's President and Chief Executive Officer, stated. "We can now focus our efforts on maximizing performance of our core mid-western operations in order to realize their full potential. The completion of the California divestiture and the Laurus refinancing mark the completion of two more critical steps in our five-step turnaround plan." About GreenMan Based in Lynnfield, Massachusetts, GreenMan Technologies, Inc. (OTCBB: GMTI), markets scrap granular tires in the United States. The company's products are used as a tire-derived fuel used by pulp and paper producers. Going Concern Doubt As reported in the Troubled Company Reporter on June 6, 2006, Wolf & Company, PC, in Boston, Massachusetts, raised substantial doubt about GreenMan Technologies Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the year ended Sept. 30, 2005. The auditor pointed to the Company's losses from operations and working capital deficiency of $8,667,886 at Sept. 30, 2005. HCA INC: Inks $33 Bil. Merger Deal With Private Equity Consortium ----------------------------------------------------------------- HCA Inc. and Bain Capital, Kohlberg Kravis Roberts & Co., and Merrill Lynch Global Private Equity executed a definitive merger agreement under which affiliates of the private equity sponsors and HCA Founder Dr. Thomas F. Frist, Jr., will acquire HCA in a transaction valued at approximately $33 billion, including the assumption or repayment of approximately $11.7 billion of debt. Under the terms of the agreement, HCA stockholders will receive $51 in cash for each share of HCA common stock they hold, representing a premium of approximately 18% to HCA's closing share price on July 18, 2006, the last trading day prior to press reports of rumors regarding a potential acquisition of HCA. The board of directors of HCA, on the unanimous recommendation of a special committee comprised entirely of disinterested directors, has approved the merger agreement and has resolved to recommend that HCA's stockholders adopt the agreement. In the event the transaction closes, members of HCA's senior management team have also agreed to reinvest a portion of their HCA equity into the acquiring entity or an affiliate thereof. Dr. Thomas Frist, Jr., and certain related persons have reached agreements to vote their shares in favor of the transaction. "After careful analysis, the special committee and the board have endorsed this transaction as being in the best interests of our shareholders," Jack O. Bovender, Jr., HCA Chairman and CEO, said. "We are very pleased to have an experienced group of investors who are committed to maintaining our company's culture of a patients- first approach to high quality, compassionate care. They are also committed to the welfare of our colleagues across the company who carry out that mission every day. These are the principles on which HCA was founded." Pending the receipt of stockholder approval and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as satisfaction of other customary closing conditions, the transaction is expected to be completed in the fourth quarter of 2006. The transaction will be financed through a combination of equity contributed by the private equity consortium, Dr. Thomas Frist, Jr., and members of management, and debt financing that has been committed by Bank of America, Citigroup Global Markets, JPMorgan, and Merrill Lynch Capital Corporation, subject to customary conditions. There is no financing condition to the obligations of the private equity consortium to consummate the transaction. Under the merger agreement, HCA may solicit superior proposals from third parties during the next 50 days. In accordance with the agreement, the board of directors of HCA, through its special committee and with the assistance of its independent advisors, intends to actively solicit superior proposals during this period. HCA advises that there can be no assurance that the solicitation of superior proposals will result in an alternative transaction. HCA does not intend to disclose developments with respect to the solicitation process unless and until its board of directors has made a decision. "This is a truly landmark deal, and we are pleased to partner with the management team led by Jack Bovender, Dr. Thomas Frist, Jr. and our fellow equity sponsors," said Stephen Pagliuca, a Managing Director at Bain Capital. "HCA is the largest and most sophisticated operator in the U.S. hospital industry, delivering high quality and cost effective healthcare as well as a track record of consistent growth. We look forward to putting our extensive healthcare experience to work in order to support management in growing this outstanding company." "HCA provides world class patient care on a unique scale in this country and is an indispensable part of the communities it serves," Michael Michelson, a member of KKR, stated. "We are delighted to be joining with HCA's talented management, Dr. Thomas Frist, Jr., and our private equity partners to continue to build the company's franchise of high quality clinical care. KKR's experienced healthcare team looks forward to providing strong support for HCA's future growth, including continuing to invest substantial capital in its facilities." "This transaction will position the company to continue its tradition of high-quality service provided with genuine caring," Dr. Thomas Frist, Jr. said. "In addition, the transaction will position the company and its employees for sustained future success." Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated are acting as financial advisors to the special committee. Credit Suisse and Morgan Stanley have each delivered a fairness opinion to the special committee. Shearman & Sterling LLP is acting as legal advisor for the special committee and Bass Berry & Sims PLC is acting as legal advisor for HCA. Merrill Lynch & Co. acted as lead M&A advisor, and Banc of America Securities LLC, Citigroup Global Markets, and JPMorgan acted as M&A advisors, to the private equity consortium. Simpson Thacher & Bartlett LLP is acting as legal advisor to the private equity consortium. The transaction does not require the consent of the Company's unsecured noteholders. It is currently intended that substantially all of the Company's 8.850% Medium Term Notes due 2007, 7.000% Notes due 2007, 7.250% Notes due 2008, 5.250% Notes due 2008 and 5.500% Notes due 2009 (or an equivalent amount of the Company's other existing notes) will either be tendered for or repaid. The transaction is not, however, conditioned upon any such tender or repayment. The Company's remaining unsecured notes are expected to remain outstanding and will not be equally and ratably secured with the new debt raised to finance the transaction. About Bain Capital Bain Capital -- http://www.baincapital.com/-- is a private investment firm, with over 20 years of experience in management buyouts, and offices in Boston, New York, London, Munich, Hong Kong, Shanghai and Tokyo. About KKR KKR -- http://www.kkr.com/-- a private equity firms specializing in management buyouts, with offices in New York, Menlo Park, California, London, Paris, Hong Kong and Tokyo. About Merrill Lynch Global Private Equity Merrill Lynch Global Private Equity -- http://www.ml.com/-- is the private equity investment arm of Merrill Lynch & Co, Inc. About HCA Headquartered in Nashville, Tennessee, HCA (Hospital Corporation of America) Inc. (NYSE: HCA) -- http://www.hcahealthcare.com/-- provides healthcare services, composed of locally managed facilities that include approximately 182 hospitals and 94 outpatient surgery centers in 22 states, England and Switzerland. At its founding in 1968, HCA was one of the nation's first hospital companies. * * * As reported in the Troubled Company Reporter on May 29, 2006, Standard & Poor's Ratings Services assigned its preliminary 'BB+' rating to HCA Inc.'s senior unsecured debt securities registered as a Rule 415 shelf filing. This filing falls under the SEC's well-known seasoned issuer rules, which do not require a dollar amount of securities issued. The corporate credit rating on HCA is 'BB+'. The outlook is stable. HERBALIFE LTD: Completes $300 Million Bank Refinancing ------------------------------------------------------ Herbalife Ltd., formerly known as WH Holdings (Cayman Islands) Ltd., and its indirect subsidiary Herbalife International, Inc., completes its refinancing of its existing $225 million senior secured credit facility. The new $300 million senior secured credit facility consists of a $200 million, seven-year term loan and a $100 million, six-year revolving credit facility. Merrill Lynch, Pierce, Fenner & Smith Inc., J.P. Morgan Securities Inc. and Morgan Stanley served as joint lead arrangers and joint book- runners on the transaction. At closing, the Company used approximately $65 million of available cash and $15 million of borrowings under the new revolver to repay the outstanding borrowings under its existing senior credit facility and fund closing costs. 9-1/2% Notes Redemption The Company also advised the Trustee of its 9-1/2% Notes due 2011, of the Company's election to redeem the outstanding $165 million aggregate principal amount of Notes at the mandatory redemption price of approximately $109.80 per $100.00 aggregate principal amount of Notes. The Company intends to use the proceeds from the new $200 million term loan to fund the redemption and pay accrued interest. The anticipated redemption date is Aug. 23, 2006. "We continue to proactively de-leverage the company reflecting the strong cash flow generation of our business coupled with the creation of a more flexible and efficient capital structure," said Rich Goudis, the company's chief financial officer. "The result has been a reduction of debt, a lower effective interest rate and improved coverage ratios which led to the recent corporate family credit rating upgrades from both Moody's and S&P to Ba1 and BB+, respectively. The benefits from this recapitalization will allow us to invest further in the needs of our distributors, our business and our shareholders," Mr. Goudis continued. Upon redemption of the Notes, the Company expects to incur an after-tax one-time charge of approximately $14 million, representing the call premium and the write-off of unamortized deferred financing costs. About Herbalife Herbalife (NYSE:HLF) -- http://www.herbalife.com/-- is a global network marketing company that sells weight-management, nutritional supplements and personal care products intended to support a healthy lifestyle. Herbalife products are sold in 62 countries through a network of more than one million independent distributors. The company supports the Herbalife Family Foundation and its Casa Herbalife program to bring good nutrition to children. * * * As reported in the Troubled Company Reporter on July 4, Moody's Investors Service rated the proposed bank loan of Herbalife International, Inc. at Ba1 and upgraded the corporate family rating to Ba1. Herbalife will use proceeds from the new debt to repay the existing term loan and to redeem the US$165 million issue of 9.5% senior subordinated notes. At the same time, Standard & Poor's Ratings Services raised its ratings on Herbalife International Inc., including its corporate credit rating to 'BB+' from 'BB'. Standard & Poor's also raised its ratings on Herbalife's parent, Herbalife Ltd., including the corporate credit rating to 'BB+' from 'BB'. The outlook is stable. INCO LTD: Acquisition Proposal Supported by Falconbridge's Board ---------------------------------------------------------------- The Board of Directors of Falconbridge Limited reaffirmed its unanimous support for the Inco offer of CDN$18.50 cash per share and 0.55676 of an Inco share per Falconbridge share, assuming full pro-ration. Excluding the recently-announced special dividend of CDN$0.75 per common share, the implied value of the Inco offer was CDN$64.40 at close of business on Monday, July 24, 2006, while Falconbridge shares were trading at CDN$62.45, ex-dividend, or a premium of CDN$1.95. The shareholders of Falconbridge have until midnight, Vancouver time on July 27, 2006, to tender their shares to the Inco offer. The Board reaffirmed its recommendation in the context of its review of Xstrata plc's revised offer of CDN$62.50 in cash per Falconbridge share. The Xstrata offer, currently expiring on Aug. 14, 2006, remains subject to approvals by Investment Canada and Xstrata shareholders. "After reviewing the financial and legal aspects of the two offers, the market fundamentals for both nickel and copper and the recent performance of the Inco and Falconbridge share prices, the Falconbridge Board has reaffirmed its conclusion that the Inco offer is more attractive for the shareholders of Falconbridge," said Derek Pannell, Falconbridge's Chief Executive Officer. "Our view is that combining with Inco creates an unrivalled base-metals mining company with tremendous potential for value creation. "One of the primary reasons for the Falconbridge Board reaffirming this recommendation is the forecast of extremely solid market fundamentals, especially for nickel and copper, which will continue to underpin a very positive metals pricing environment. Against this backdrop, both Inco and Falconbridge have delivered and are expected to continue to deliver outstanding short- and medium-term earnings. The $550-million of synergies that can be realized from the combination of Inco and Falconbridge are unique to these two companies and will provide a further positive impact. Conversely, Xstrata's all-cash offer will not allow Falconbridge shareholders to participate in this future earnings potential. "In addition, Inco has received all requisite regulatory approvals. This provides a higher completion certainty." Inco and Falconbridge reported record-breaking financial results for the second quarter of 2006, with net earnings in accordance with Canadian generally accepted accounting principles of $472 million and net earnings of $728 million. Finally, assuming completion of the proposed Phelps Dodge offer to Inco, former Falconbridge shareholders would receive a further premium, including additional cash. About Falconbridge Headquartered in Toronto, Ontario, Falconbridge Limited (TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel orebodies. It employs 14,500 people at its operations and offices in 18 countries. The Company owns nickel mines in Canada and the Dominican Republic and operates a refinery and sulfuric acid plant in Norway. It is also a major producer of copper (38% of sales) through its Kidd mine in Canada and its stake in Chile's Collahuasi mine and Lomas Bayas mine. Its other products include cobalt, platinum group metals, and zinc. About Inco Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) -- http://www.inco.com/-- is the world's #2 producer of nickel, which is used primarily for manufacturing stainless steel and batteries. Inco also mines and processes copper, gold, cobalt, and platinum group metals. It makes nickel battery materials and nickel foams, flakes, and powders for use in catalysts, electronics, and paints. Sulphuric acid and liquid sulphur dioxide are produced as byproducts. The company's primary mining and processing operations are in Canada, Indonesia, and the U.K. * * * Inco Limited's 3-1/2% Subordinated Convertible Debentures due 2052 carry Moody's Investors Service's Ba1 rating and Standard & Poor's BB+ rating. INDIAN CREEK: Court Approves Henry Niles as Bankruptcy Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California gave Indian Creek Vineyard Estates, LLC, permission to employ Henry B. Niles, III, Esq., as its bankruptcy counsel. Mr. Niles is expected to: a) give the Debtor legal advice with respect to its power and duties as debtor-in-possession in the continued operation of its affairs, b) manage the Debtor's property, and c) perform all legal services for the debtor-in-possession which may be necessary herein. Mr. Niles tells the Court he will bill $295 per hour for this engagement. Mr. Niles discloses that he has received a $20,000 retainer. Mr. Niles assures the court that he does not hold any interest adverse to the Debtor, its creditors or its estate. Mr. Niles can be reached at: Henry B. Niles, III, Esq. 340 Soquel Avenue, Suite 105 Santa Cruz, California 95062 Fax: (831) 457-4555 Tel: (831) 457-4545 Headquartered in Carmel Valley, California, Indian Creek Vineyard Estates, LLC, filed for chapter 11 protection on June 14, 2006 (Bankr. N.D. Ca. Case No. 06-51053). Henry B. Niles, Esq., 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 ranging from $10 million to $50 million and debts ranging from $1 million to $10 million. INT'L MGT: Chap. 11 Trustee Taps Auction Management as Auctioneer ----------------------------------------------------------------- William F. Perkins, the chapter 11 trustee appointed in the bankruptcy cases of International Management Associates LLC and its debtor-affiliates, asks the U.S. Bankruptcy Court for the Northern District of Georgia for permission to employ Auction Management Corp. as auctioneer. The Trustee needs Auction Management's assistance in auctioning certain of the Debtors' personal property in the Greater Atlanta area. Under Auction Management's employment terms, the Firm will be compensated in this manner: a) With respect to sales of Atlanta Assets, the Firm will be paid a commission of 5% of the aggregate bid amount, plus the Firm will collect and retain the 10% buyer's premium added to all winning bids on the Atlanta Assets. b) In addition, the Firm has agreed to advance a $26,173 marketing budget to be used to market the Atlanta Assets, with the marketing budget to be reimbursed to the Firm out of sales proceeds realized through the sale of Atlanta Assets. The Trustee tells the Court that Auction Management's engagement will: -- not require an initial financial outlay from the Debtors' estates; -- be compensated solely out of sales proceeds the Trustee believes will be augmented as a result of the Firm's efforts; and -- allow the Trustee to market the Atlanta Assets without having to make initial provisions for a marketing budget. To the best of the Trustee's knowledge, Auction Management does not hold or represent an interest adverse to the Debtors' estates and is a "disinterested person" under Sec. 101(14) of the Bankruptcy Code. Headquartered in Atlanta, Georgia, International Management Associates, LLC -- http://www.imafinance.com/-- managed hedge funds for investors. The company and nine of its affiliates filed for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case No. 06-62966). David A. Geiger, Esq., and Dennis S. Meir, Esq., at Kilpatrick Stockton LLP, represent the Debtors in their restructuring efforts. James R. Sacca, Esq., at Greenberg Traurig, LLP, and Mark S. Kaufman, Esq., at McKenna Long & Aldridge, LLP, represent the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they did not state their total assets but estimated total debts to be more than $100 million. On April 28, 2006, the Court appointed William F. Perkins as the Debtors' chapter 11 trustee. Kilpatrick Stockton LLP represents Mr. Perkins. IPIX CORP: Board Resignation Prompts Nasdaq Noncompliance Notice ---------------------------------------------------------------- David Wilds, Chairman, and Andrew Seamons resigned from the Board of Directors of IPIX Corp. Laban P. Jackson, Jr. resigned as a director and a member of the audit committee of the Company's board of directors on July 6, 2006. Mr. Jackson's departure reduced the number of members of the audit committee to two and thus caused us to become non- compliant with Rule 4350(d)(2)(A) of the NASDAQ Stock Market, which requires that every NASDAQ-listed company have an audit committee of at least three members. NASDAQ anticipates that the non-compliance may occur from time to time, and its Rule 4350(d)(4)(B) allows a company to cure a deficiency in the number of audit committee members by the earlier of the next annual shareholders meeting or one year from the departure of the audit committee member. On July 13, 2006, the Company notified NASDAQ of its non- compliance with this requirement, and that it intended to fill the vacancy on the audit committee by electing a third member within the cure period permitted by NASDAQ. On July 14, 2006, NASDAQ confirmed that the Company was not in compliance with NASDAQ's audit committee requirements. Mr. Seamons' resignation on July 17, 2006, further reduced the number of members of the audit committee to one. On July 18, 2006, the Company notified NASDAQ of its non-compliance with Rule 4350(d)(2)(A) and its intention to fill Mr. Seamons' vacancy within the applicable cure period provided by the NASDAQ Rules. On July 19, 2006, NASDAQ confirmed that the Company was not in compliance with NASDAQ's audit committee requirements and was reviewing the Company's eligibility for continued listing on the NASDAQ Stock Market. To facilitate this review, the Company intends to provide a specific plan and timetable to achieve compliance with the audit committee composition rule set forth in Marketplace Rule 4350(d)(2)(A) on or before Aug. 3, 2006. "The company is grateful for Mr. Wilds', Mr. Jackson's and Mr. Seamons' long and active membership on the IPIX Board of Directors and we wish them well," said IPIX President and CEO Clara Conti. About IPIX Corporation Headquartered in Reston, Virginia, IPIX Corporation (NASDAQ:IPIX) -- http://www.ipix.com/-- is a premium provider of immersive imaging products for government and commercial applications. The company combines experience, patented technology and strategic partnerships to deliver visual intelligence solutions worldwide. The company's immersive, 360-degree imaging technology has been used to create high-resolution digital still photography and video products for surveillance, visual documentation and forensic analysis. Going Concern Doubt As reported in the Troubled Company Reporter on March 31, 2006, In compliance with Nasdaq Marketplace Rule 4350(b)(1)(B), IPIX Corporation's (Nasdaq:IPIX) independent auditors, Armanino McKenna LLP, included an explanatory paragraph in its Annual Report on Form 10-K for the year ended Dec. 31, 2005, stating concern on the Company's ability to continue as going concern. A similar explanatory paragraph was included in the Company's Annual Report on Form 10-K for the years ended Dec. 31, 2003 and 2004. The Company has suffered recurring losses and negative cash flow from operations that raises substantial doubt about its ability to continue as a going concern. ITEN CHEVROLET: Court Grants Access to GMAC's Cash Collateral ------------------------------------------------------------- The Honorable Nancy C. Dreher of the U.S. Bankruptcy Court for the District of Minnesota authorized Iten Chevrolet Company, Inc., to use cash collateral securing repayment of its prepetition debts to General Motors Acceptance Corp. Mary Jo Jensen-Carter, Esq., at Buckley & Jensen, in Vadnais Height, Minnesota, informed the Court that the Debtor would use the cash collateral to fund its reorganization and continuing business operations, and pay its employees for some prepetition services. GMAC has a floor plan security interest in the Debtor's vehicle inventory, and has a lien on its parts inventory and all of its other assets. As of June 28, 2006, the balance due to GMAC is around $14,236,000. As adequate protection of the interest of GMAC, and to the extent the debtor uses cash collateral, the Debtor grant GMAC a replacement lien on its postpetition accounts receivable, inventory, and cash deposits, which lien will have the same priority, dignity and effect as GMAC's prepetition lien on the property. A full-text summary of the Debtor's Projected Cash Receipts and Expenses is available for free at: http://ResearchArchives.com/t/s?e23 BB Motors Asset Purchase Agreement The Debtor entered into an Asset Purchase Agreement with BB Motors, LLC. Under the terms of the Asset Purchase Agreement, the Debtor's floor plan obligations to GMAC will be assumed by BB Motors. In addition, BB Motors LLC will pay the Debtor $3,150,000 for the purchase of the assets. The Asset Purchase Agreement provides for the sale to close on or before Aug. 28, 2006. According to Ms. Jensen-Carter, the sale of the business assets will generate sufficient funds to pay the remainder of GMAC's claim in full and will also provide funds for payment of most, if not all, of the Debtor's remaining obligations. About Iten Chevrolet Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc. -- http://www.gmbuypower.com/-- operates a General Motors Corporation automobile dealerships in Minnesota. The Company filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn. Case No. 06-41259). Mary Jo A. Jensen-Carter, Esq., at Buckley and Jensen, represents the Debtor. When the Debtor filed for protection from its creditors, it listed assets of $16,083,417 and debts of $17,703,249. ITEN CHEVROLET: Wants to Sell Assets to BB Motors for $3.15 Mil. ---------------------------------------------------------------- Iten Chevrolet Company, Inc., asks the U.S. Bankruptcy Court for the District of Minnesota to approve the sale of substantially all of its assets free and clear of all liens, except permitted liens, to BBC Motors, LLC, for $3,150,000, in cash. The Debtor discloses that two years prior to its bankruptcy filing, its sales have decreased dramatically due, in large part, to an overall downturn in the market for motor vehicles. As a result, the Debtor has been struggling to maintain its operations while losing money each month. The Debtor's management determined that the only way the Debtor would be able to satisfy its financial obligations would be to sell the business to a third party. Immediately prior to the bankruptcy filing, the Debtor entered into an agreement to sell its business assets to BB Motors, LLC. Under the terms of the Asset Purchase Agreement, the Debtor is obligated to obtain a final order approving the sale on or before Aug. 21, 2006, and close the sale on or before Aug. 31, 2006. In order to comply with the terms of the Asset Purchase Agreement, the Debtor asks the Court to schedule a hearing on the sale on Aug. 9, 2006. GMAC provides the Debtor's floor plan financing for its new and used vehicles. It also provides a revolving line of credit for the debtor's general business operations. As of the date of the bankruptcy filing, the balance due to GMAC totaled approximately $13,600,000.00. Under the terms of the Asset Purchase Agreement, the Debtor's floor plan obligations to GMAC will be assumed by BB Motors, LLC. As collateral for the Debtor's obligations, GMAC holds liens on the Debtor's vehicle and parts inventories and a blanket lien on all of the Debtor's assets. Automotive Sales and Service, Inc. claims to have a blanket lien on the Debtor's assets, which lien is subordinate to the lien of GMAC. However, the Debtor disputes the validity of that lien for several reasons. First, the Security Agreement on which Automotive relies for its security interest does not contain a grant by the Debtor of a security interest. Second, although the Security Agreement was signed in February 2004, the UCC financing statement was not filed until October 2005. In light of the fact that Automotive is an insider, the financing statement filing is a preferential transfer under U.S. Bankruptcy Code. Finally, the Debtor never received any consideration for the alleged granting of a security interest, which lack of consideration forms another basis for disputing the alleged security interest. The Debtor is proposing to sell substantially all of the Debtor's assets free and clear of all liens, claims, interests and encumbrances, specifically including the liens of GMAC and any alleged liens of Automotive Sales. To the extent that the liens are determined to be valid liens on the Debtor's assets, the liens will attach to the proceeds of the sale. A full-text copy of the Asset Purchase Agreement is available for free at http://ResearchArchives.com/t/s?e21 About Iten Chevrolet Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc. -- http://www.gmbuypower.com/-- operates a General Motors Corporation automobile dealerships in Minnesota. The Company filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn. Case No. 06-41259). Mary Jo A. Jensen-Carter, Esq., at Buckley and Jensen, represents the Debtor. When the Debtor filed for protection from its creditors, it listed assets of $16,083,417 and debts of $17,703,249. JOHNSON BROTHERS: Case Summary & Six Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Johnson Brothers Farms 56285 713 Road Fairbury, Nebraska 68353 Tel: (402) 729-5749 Bankruptcy Case No.: 06-40888 Chapter 11 Petition Date: July 22, 2006 Court: District of Nebraska (Lincoln Office) Judge: Timothy J. Mahoney Debtor's Counsel: William L. Needler, Esq. William L. Needler & Associates, Ltd. Fuller Building 2, North Spruce Street P.O. Box 177 Ogallala, Nebraska 69153 Tel: (308) 284-4505 Fax: (308) 284-3813 Estimated Assets: $1 Million to $10 Million Estimated Debts: $500,000 to $1 Million Debtor's Six Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Reynolds Oil Company $18,000 P.O. Box 113 204 Avery Reynolds, NE 68429 PHI Financial Services, Inc. $11,000 P.O. Box 75906 Chicago, IL 60675-5906 Jefferson County Assessor $7,282 411 4th Street Fairbury, NE 68352 Gill Insurance Service Inc. $6,600 515 F Street, P.O. Box 576 Fairbury, NE 68352 Norder Agri-Supply, Inc. $4,994 P.O. Box 10 Bruning, NE 68322 Schwab & Bauer P.C. $500 311 5th Street P.O. Box 367 Fairbury, NE 68352 LEGACY ESTATE: Gets Purchase Offer from Texas Pacific & Huneeus --------------------------------------------------------------- Winery owner Bill Price and the Huneeus family made an offer to purchase all of the assets of Legacy Estates out of bankruptcy protection. Legacy Estates owns the Freemark Abbey winery in Napa Valley, the Arrowood winery in Sonoma and the Byron winery in Santa Maria. Mr. Price, a founding partner of the Texas Pacific Group, said, "I am delighted to be forming this partnership with the Huneeus family, who have a long history of success in the wine business. It is our plan to keep Legacy as an independent company focused on producing top quality wines. Each of these wineries has a unique history and sense of place that we believe justifies a premier position in their categories. It is expected that Agustin Francisco Huneeus, Jr., will lead the new joint venture. "We are eager to meet and begin to work with all the Legacy employees. We are impressed with what they have been able to achieve in what is a very difficult and constraining environment. Our first priority will be to re-focus the management and employees of the company from this long and arduous sale process and back to making wine." "The fact that Freemark Abbey, Arrowood and Byron have long standing relationships with some of the most important vineyards and growers in Napa, Sonoma and Santa Maria is an important asset that we hope to continue," said Agustin Huneeus. "We are also very pleased to have the opportunity to work with Richard and Alis Arrowood, who are two true visionaries in this industry, as well as with the accomplished and successful winemaking teams led by Ted Edwards at Freemark Abbey and Jonathan Nagy at Byron." Richard Arrowood, who plans to stay with Arrowood Winery, said, "Without question, the Huneeus family and Bill Price understand why we are in this business. They understand the care and nurturing it takes to build upon the natural synergies between our employees, growers and consumers. For both Alis and I, it will be most refreshing to refocus our energies towards the philosophy of producing the finest from what Sonoma has to offer. I am confident that all of us at Arrowood Winery would be proud to work with them in reaffirming our winemaking strengths." "Richard is one world's best winemakers as well as a Sonoma pioneer," said Mr. Huneeus, Jr. "We are honored that he has decided to stay on as part of our team." "It is our plan to keep Arrowood focused on making the most distinguished wines in Sonoma" said Mr. Price "and no one knows Sonoma as well or is as accomplished at this than Richard Arrowood." Richard Arrowood started his winemaking career in 1965 at Korbel Champagne and in 1974 was chosen by the founders of Chateau St. Jean Winery to become their first employee as winemaster and, eventually, executive vice president. Chateau St. Jean wines quickly received critical acclaim and Richard gained a worldwide reputation for producing superb wines. In April 1990, after 16 years with Chateau St. Jean, Richard started Arrowood Vineyards and Winery. It is here that Richard has been able to achieve his goal of producing wines of singular, exceptional quality -- without compromise. Huneeus Vintners, owned by The Huneeus Family, is a privately held wine company in Napa, California owning the Quintessa Estate and other vineyard and winery properties in California and Chile. Agustin Huneeus has based his successful career in the wine industry on his belief that, "Great wines are a reflection of place". He and his wife Valeria purchased the 280-acre Quintessa property in 1990 and developed Quintessa into a world-class wine estate. Bill Price is a founding partner of the Texas Pacific Group, a leading private equity firm that purchased Beringer from Nestle in 1995 and took it public in 2000. He also owns the Durell vineyard in Carneros and Three Sticks Winery: a small premier Sonoma winery. Headquartered in Saint Helena, California, The Legacy Estate Group LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey Winery, which produces a range of red, white, and dessert wines. Legacy Estate and Connaught Capital Partners, LLC, filed for chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif. Case No. 05-14659). John Walshe Murray, Esq., Lovee Sarenas, Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray and Murray represent the Debtors in their restructuring efforts. Lawyers at Winston & Strawn 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 between $50 million and $100 million. LEHMAN ABS: Fitch Affirms BB+ Rating on Class M2 Certificates ------------------------------------------------------------- Fitch Ratings has affirmed these Lehman ABS Mortgage Corporation issues: Series 2005-1 -- Class A 'AAA'; -- Class M1 'BBB-'; -- Class M2 'BB+'. The affirmations reflect credit enhancement consistent with future loss expectations and affect approximately $93.1 million of outstanding certificates. As of the June 2006 distribution date, the pool is seasoned 15 months and has a pool factor (current principal balance as a percentage of original) of 35%. The mortgage loans were originated or acquired by Greenpoint Mortgage Funding, Inc., rated 'RPS2' by Fitch. In addition, the overcollateralization for this transaction has grown to meet its target. Fitch will closely monitor these transactions. LG.PHILIPS DISPLAYS: Court OKs Pact Continuing Cash Collateral Use ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware approved the stipulation allowing Jeoffrey L. Burtch, Esq., the Chapter 7 trustee overseeing the liquidation of LG.Philips Displays USA, Inc., to continue using the cash collateral securing the Debtor's obligation to JPMorgan Chase Bank, N.A. (Hong Kong). In the Stipulation, JPMorgan consented to the Trustee's use of the Cash Collateral in this manner: a) $23,750 will be used solely for the payment of the premium required to purchase the bond filed with the Court on July 12, 2006; b) $10,000 or less will be for the retrieval or shipment of the Debtor's computers and server in San Diego, California; c) $1,000 or less will be for the monthly expenses incurred in the preservation of the Debtor's books and records stored at Document Service Company in Findlay, Ohio; and d) $1,300 or less will be for the monthly expenses incurred by Becky Grismore for services rendered to the Trustee in connection with the administration of the Chapter 7 estate. Headquartered in San Diego, California, LG.Philips Displays USA, Inc., is an indirect American affiliate of LG.Philips Displays Holding B.V. The company manufactures cathode ray tubes that are incorporated into television sets and computer monitors. The company filed for chapter 11 protection on Mar. 15, 2006 (Bankr. D. Del. Case No. 06-10245). Adam Hiller, Esq., at Pepper Hamilton LLP represents the Debtor in its restructuring efforts. Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., and Bonnie Glantz Fatell, Esq., at Blank Rome LLP represented the Official Committee of Unsecured Creditors. The Court converted the Debtor's case to a chapter 7 liquidation on May 25, 2006. Jeoffrey L. Burtch, Esq., serves as the Debtor's chapter 7 trustee, and is represented by Cooch & Taylor. When the Debtor sought protection from its creditors, it listed debts of more than $100 million and assets between $50 to $100 million. LG.PHILIPS DISPLAYS: Ch. 7 Trustee Wants to Abandon Mexican Assets ------------------------------------------------------------------ Jeoffrey L. Burtch, Esq., the Chapter 7 trustee overseeing the liquidation of LG.Philips Displays USA Inc., asks the U.S. Bankruptcy Court for the District of Delaware for permission to abandon the Debtor's assets in Mexico. The Trustee tells the Court that the Debtor's production facility at Gomez Palacio in Coahuila, Mexico, is under a contract known as a maquiladora with the Debtor's affiliate, LG.Philips Displays Mexico, S. A. de C. V. Under the Maquiladora, the Debtor owns all of the equipment, inventory, and raw materials used in the manufacture of its products. LPD Mexico owns the land and factory facilities. The Mexican Assets include robotic equipment, measuring equipment, and spare parts. According to the Trustee, during the Debtor's chapter 11 case, all or most of the Mexican inventory were liquidated or utilized. To date, the property of the estate includes some equipment, and miscellaneous inventory, raw materials and other personality still located at the Mexico Facility. The Trustee emphasizes that abandoning the Mexican Assets will cost less than liquidating them. Specifically, the Trustee points out that: a) if a purchaser were to purchase the Mexico Facility, the value of the Mexican Assets in connection with the sale would be approximately $500,000; b) if the Mexican Assets were to be removed from the Mexico Facility for liquidation in Mexico separate from a sale of the Mexican Facility, the cost of removing the Mexican Assets would exceed $500,000; and c) if the Mexican Assets were to be removed from the Mexico Facility for liquidation in the United States, the cost of removing the Mexican Assets would be in excess of $3,000,000. Additionally, the Trustee discloses that the Mexican Assets serve as cash collateral securing the Debtor's obligation to JPMorgan Chase Bank N.A. (Hong Kong). Hence, the Mexican Assets have inconsequential value and do not benefit the estate, the Trustee contends. Further, the Trustee notes that to liquidate the Mexican Assets without incurring removal costs would require a sale of the Mexican Facility. Consequently, the Mexican Facility is not property of the estate, and the Trustee does not have the right to sell that asset or otherwise control the sale process, if any, of the Mexican Facility. Headquartered in San Diego, California, LG.Philips Displays USA, Inc., is an indirect American affiliate of LG.Philips Displays Holding B.V. The company manufactures cathode ray tubes that are incorporated into television sets and computer monitors. The company filed for chapter 11 protection on Mar. 15, 2006 (Bankr. D. Del. Case No. 06-10245). Adam Hiller, Esq., at Pepper Hamilton LLP represents the Debtor in its restructuring efforts. Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., and Bonnie Glantz Fatell, Esq., at Blank Rome LLP represented the Official Committee of Unsecured Creditors. The Court converted the Debtor's case to a chapter 7 liquidation on May 25, 2006. Jeoffrey L. Burtch, Esq., serves as the Debtor's chapter 7 trustee, and is represented by Cooch & Taylor. When the Debtor sought protection from its creditors, it listed debts of more than $100 million and assets between $50 to $100 million. MERIDIAN AUTOMOTIVE: Judge Walrath Approves Solicitation Process ---------------------------------------------------------------- Judge Walrath of the U.S. Bankruptcy Court for the District of Delaware approves Meridian Automotive Systems, Inc., and its debtor-affiliates' proposed procedures for the solicitation and tabulation of votes to accept the Revised Third Amended Joint Plan of Reorganization, with certain modifications. Judge Walrath authorizes the Debtors to distribute or cause to be distributed, no later than July 28, 2007, the Voting Solicitation Packages by first class mail to all Holders of Claims in Classes 3 through 7. Record Date Judge Walrath established July 21, 2006, as the record date for purposes of determining Holders of Claims and Meridian Prepetition Interests entitled to receive the Voting Solicitation Package, the Unimpaired Notice of Non-Voting Status of the Rejecting Class Notice and determining which Holders of Claims are entitled to vote on the Revised Third Amended Plan. Voting Deadline The Court rules that the original ballots must be properly executed and completed and returned to the Voting Agent no later than 4:00 p.m. Eastern Time, on Sept. 1, 2006. Ballot Tabulation The Court will convene a hearing on Aug. 28, 2006, to consider Rule 3018(c) Motions, if any, seeking to temporarily allow a claim for purposes of voting on the Third Amended Plan. The Debtors will have until Aug. 18, 2006, to file objections to Claims for purposes of voting on the Plan. Judge Walrath rules that with regards to the numerosity requirement of Section 1126(c) of the Bankruptcy Code, separate Claims held by a single creditor in a particular Class will be treated as separate Claims for purposes of voting on the Plan and the votes related to the Claims will be counted separately. Claims in Classes 3, 4 and 5 will be allowed temporarily for voting purposes in the amount described in the Plan or the respective ballot. Confirmation Objection Deadline To permit the Debtors adequate time to respond to objections to confirmation of the Plan, the Court fixes Sept. 1, 2006, at 4:00 p.m. Eastern Time, as the last date for filing and serving the written objections. Confirmation Hearing The Confirmation Hearing on the Debtors' Plan will be held before the Court on Sept. 13, 2006, which may be adjourned from time to time by an announcement of adjournment at the Confirmation Hearing or subsequent confirmation hearings. Judge Walrath directs the Debtors to cause the Confirmation Hearing Notice to be published in The Detroit Free Press, USA Today and the national edition of The Wall Street Journal no later than Aug. 14, 2006. Headquartered in Dearborn, Mich., Meridian Automotive Systems, Inc. -- http://www.meridianautosystems.com/-- supplies technologically advanced front and rear end modules, lighting, exterior composites, console modules, instrument panels and other interior systems to automobile and truck manufacturers. Meridian operates 22 plants in the United States, Canada and Mexico, supplying Original Equipment Manufacturers and major Tier One parts suppliers. The Company and its debtor-affiliates filed for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the Debtors in their restructuring efforts. Eric E. Sagerman, Esq., at Winston & Strawn LLP represents the Official Committee of Unsecured Creditors. The Committee also hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A., to prosecute an adversary proceeding against Meridian's First Lien Lenders and Second Lien Lenders to invalidate their liens. When the Debtors filed for protection from their creditors, they listed $530 million in total assets and approximately $815 million in total liabilities. (Meridian Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000) MERIDIAN AUTOMOTIVE: Panel Responds to First American's Objection ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Meridian Automotive Systems, Inc., and its debtor-affiliates does not dispute that as a third-party defendant, First American Title Insurance Company is entitled to fully participate in the case and defend itself. However, First American must comply with the Federal Rules of Bankruptcy Procedure and the Local Rules of the Court, Don A. Beskrone, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, asserts. First American's Brief seeks to raise purportedly dispositive arguments in addition to those asserted by Credit Suisse, Cayman Islands Branch, as First Lien Agent, Mr. Beskrone notes. The Brief cannot be construed as a simple joinder, but is more appropriately considered a substantive response filed by an interested party, Mr. Beskrone contends. Thus, the deadline to file the Brief is governed by either the Local Rules or the Scheduling Order, both of which First American did not abide by. Mr. Beskrone says that assuming that First American is not bound by the Scheduling Order, then the deadline for First American to file its Brief is governed by Rule 7007-1 of the Delaware Bankruptcy Local Rules pursuant to which answering briefs to the First Lien Agent's Motion were to be have been filed by May 18, 2006, and answering briefs to the Committee's Cross-Motion were to have been filed by June 6, 2006. Mr. Beskrone emphasizes that First American did not file its Brief until June 12, 2006. Even if the Court were to strike the Brief, First American's interests remain defended, Mr. Beskrone maintains. Credit Suisse, with whom First American has aligned itself, has already fully briefed the issues raised in the Motion and the Cross- Motion. Considerations of judicial economy are not meant to relieve a party from complying with applicable law, especially where the party's failure to comply was completely within its control, Mr. Beskrone further argues. First American's Objection As reported in the Troubled Company Reporter on July 21, 2006, First American maintained that it is a party to, and is entitled to participate meaningfully in, the litigation. Neil B. Glassman, Esq., at the Bayard Firm, in Wilmington, Delaware argued that despite not being referenced in the Scheduling Order, First American is entitled to assert any defenses that Credit Suisse has against the Committee's claims pursuant to Rule 14(a) of the Federal Rules of Civil Procedure. Civil Rule 14(a) made applicable pursuant to Rule 7014 of the Federal Rules of Bankruptcy Procedure provides, inter alia, that a third-party defendant may assert against the plaintiff any defenses, which that third-party has to the plaintiff's claim. Mr. Glassman asserted that the Scheduling Order does not limit in any way First American's right to file a dispositive motion or joinder. First American does not need prior authorization from the Court to assert its defenses by motion, joinder or otherwise. If the Court deems that First American is subject to the Scheduling Order, Mr. Glassman contends that First American's Brief is timely filed because the Aug. 9, 2006, deadline to file case dispositive motions has been stayed pursuant to the Scheduling Order. Moreover, the Committee will not suffer any prejudice if the Brief is permitted by the Court, Mr. Glassman maintained. On the contrary, First American would suffer significant prejudice of the Joinder is stricken for it will be denied the opportunity to participate meaningfully in the resolution of the issues raised in the Summary Judgment Motion and the Cross Motion. The Brief is in the interests of judicial economy, Mr. Glass said. It is the most efficient means for First American to participate in the resolution of common issues in the litigation. Headquartered in Dearborn, Mich., Meridian Automotive Systems, Inc. -- http://www.meridianautosystems.com/-- supplies technologically advanced front and rear end modules, lighting, exterior composites, console modules, instrument panels and other interior systems to automobile and truck manufacturers. Meridian operates 22 plants in the United States, Canada and Mexico, supplying Original Equipment Manufacturers and major Tier One parts suppliers. The Company and its debtor-affiliates filed for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the Debtors in their restructuring efforts. Eric E. Sagerman, Esq., at Winston & Strawn LLP represents the Official Committee of Unsecured Creditors. The Committee also hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A., to prosecute an adversary proceeding against Meridian's First Lien Lenders and Second Lien Lenders to invalidate their liens. When the Debtors filed for protection from their creditors, they listed $530 million in total assets and approximately $815 million in total liabilities. (Meridian Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000) MERRILL LYNCH: Fitch Holds BB Rating on Class B3 Certificates ------------------------------------------------------------- Fitch Ratings has affirmed these Merrill Lynch Mortgage Investor issue: Series 2005-A3 -- Class A 'AAA'; -- Class M1 'AA'; -- Class M2 'A'; -- Class B1 'BBB'; -- Class B2 'BBB-'; -- Class B3 'BB'. The affirmations reflect credit enhancement consistent with future loss expectations and affect approximately $205 million of outstanding certificates. As of the June 2006 distribution date, the pool is seasoned 13 months and has a pool factor (current principal balance as a percentage of original) of 65%. The master servicer is Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch). In addition, the overcollateralization for this transaction has grown to meet its target. Fitch will closely monitor these transactions. MOSAIC COMPANY: Fitch Places Low-B Ratings on Evolving Watch ------------------------------------------------------------ Fitch Ratings has placed these credit ratings of The Mosaic Company, Mosaic Global Holdings, and Phosphate Acquisition Partnership LP, on Rating Watch Evolving: Mosaic -- Issuer Default Rating 'BB-'; -- Senior secured revolving credit facility 'BB+'. Mosaic Global Holdings Inc. -- Issuer Default Rating 'BB-'; -- Senior secured term loans A and B 'BB+'; -- Senior unsecured debt with subsidiary guarantees 'BB'; -- Senior unsecured debt without subsidiary guarantees 'BB-'. Phosphate Acquisition Partnership LP -- Issuer Default Rating 'BB-'; -- Senior secured notes 'BB-'. Fitch has also withdrawn the rating on Mosaic's mandatory convertible preferred securities. The ratings reflect Mosaic's good market positions in the global potash and phosphate markets; improving financial performance; and high debt level. Mosaic's debt level stood at nearly $2.7 billion at the end of February 2006. For the trailing 12-month period ended Feb. 28, 2006, Mosaic's total debt-to-EBITDA was 3.4 times and its EBITDA-to-interest incurred was 4.6x. The Rating Watch Evolving reflects the possibility of a change in capital structure near-term as a result of the credit agreement's 2008 senior notes refinancing condition. The senior notes are defined as the 10-7/8% senior notes due 2008 and Phosphate Acquisition Partnership's 7% senior notes due 2008; together these notes total approximately $550 million. The 2008 Senior Notes Refinancing Condition states that all credit facilities will mature on Nov. 30, 2007 if one of the following conditions has not been met and the Refinancing Condition has not been waived: -- The 2008 Senior Notes must be repurchase or redeemed or refinanced such that no more than $100 million of the notes are outstanding on Nov. 30, 2007; or -- Mosaic's leverage is less than 2.5x as of Nov. 30, 2007; or -- Prior to Nov. 30, 2007, all obligations under the credit agreement have been paid in full. Mosaic has not been able to consistently generate free cash flow for debt reduction since the combination in October 2004. Without free cash flow to repay the necessary obligations, Mosaic could need to refinance at least $450 million of the senior notes before the end of November 2007. While such a refinancing could be successful, the extension of the maturity provides no permanent relief to leverage. Moreover, the ratings of certain issues could change depending upon how a refinancing is executed, specifically how collateral or guarantees may change. If Mosaic could not satisfy any of the options outlined in the 2008 Senior Notes Refinancing Condition and its lenders would not grant a waiver, Mosaic would be in default under its credit agreement and cross- acceleration and cross-default provisions in certain bond indentures may apply. The Rating Watch Evolving will be resolved once the 2008 Senior Notes Refinancing Condition is resolved. The Mosaic Company is one of the largest global suppliers of phosphate and potash fertilizers. Mosaic earned approximately $784.2 million in EBITDA on $5.4 billion in revenue TTM Feb. 28, 2006; the company had $2.7 billion in debt at that time. MIRANT CORP: Litigation Trust Gets More Time to Object to Claims ---------------------------------------------------------------- MC Asset Recovery, LLC, the designated litigation trust of Reorganized Mirant Corporation and its debtor-affiliates, obtained an order from the U.S. Bankruptcy Court for the Northern District of Texas extending the time within which it can file objections to 67 proofs of claim asserted by 34 claimants: Claimant Claim Numbers Extension Date -------- ------------- -------------- A.D. Correll 8435 Indefinite A.W. Dahlberg 8436 Indefinite Barney Rush 8427 Indefinite Carlos Ghosn 8432 Indefinite Couch White, LLP 5255-5258, 5286 & 5287 Indefinite Curtis A. Morgan 8437 Indefinite Daniel Streek 8426 Indefinite David J. Lesar 8431 Indefinite Douglas Linn Miller 8424 Indefinite Edwin Adams 8421 Indefinite Frederick D. Kuester 8419 Indefinite Gary J. Morsches 8438 Indefinite Harvey A. Wagner 8425 Indefinite James Ward 8417 Indefinite James F. McDonald 8429 Indefinite John Ragan 8423 Indefinite Loyd A. Warnock 8439 Indefinite Marce S. Fuller 8433 Indefinite Mike Olson, Tax Collector for Pasco County 5797 July 17, 2006 Niagara Mohawk Power Corporation 7726 July 7, 2006 Old Mongaup Corporation 8497, 8501, 8505, 8509, 8513, 8514 Indefinite Pacific Gas & Electric Company 6502 & 6505 July 30, 2006 Patricia Croissant 8496, 8499, and 8507 Indefinite Ray M. Robinson 8428 Indefinite Raymond Dunlap Hill 8418 Indefinite Robert F. McCullough 8430 Indefinite Stuart E. Eizenstat 8434 Indefinite Swinging Bridge, Inc. 8498, 8502, 8506, 8510 Indefinite The Shaw Group, Stone & 7073, 7068, Webster Inc., and 7065, 7071, Affiliated Companies and 7067 July 28, 2006 Troutman Sanders LLP 6058-6064 Dec. 30, 2007 United Water New York 5783 July 31, 2006 Vance N. Booker 8422 Indefinite William Croissant 8495, 8500, 8503, 8504, 8508, 8511, and 8512 Indefinite William Holden 8420 Indefinite About Mirant Corp. Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a confirmed Second Amended Plan on January 3, 2006. Thomas E. Lauria, Esq., at White & Case LLP, represented the Debtors in their successful restructuring. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service, Inc., 215/945-7000) * * * As reported in the Troubled Company Reporter on July 17, 2006, Moody's Investors Service downgraded the ratings of Mirant Corporation and its subsidiaries Mirant North America, LLC and Mirant Americas Generation, LLC. The Ba2 rating for Mirant Mid- Atlantic, LLC's secured pass through trust certificates was affirmed. Additionally, Mirant's Speculative Grade Liquidity rating was revised to SGL-2 from SGL-1. The rating outlook is stable for Mirant, MNA, MAG, and MIRMA. Moody's downgraded Mirant Americas Generation, LLC's Senior Unsecured Regular Bond/Debenture, to B3 from B2. Moody's also downgraded Mirant Corporation's Corporate Family Rating, to B2 from B1, and Speculative Grade Liquidity Rating, to SGL-2 from SGL-1. Mirant North America, LLC's Senior Secured Bank Credit Facility, was also downgraded to B1 from Ba3 and its Senior Unsecured Regular Bond/Debenture, to B2 from B1. As reported in the Troubled Company Reporter on July 13, 2006, Fitch Ratings placed the ratings of Mirant Corp., including the Issuer Default Rating of 'B+', and its subsidiaries on Rating Watch Negative following its announced plans to buy back stock and sell its Philippine and Caribbean assets. Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass- through certificates' 'BB+/Recovery Rating RR1'. Fitch also placed Mirant North America, Inc.'s Issuer Default Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior secured term loan's 'BB/RR1' rating, and Senior unsecured notes' 'BB-/RR1' rating on Rating Watch Negative. Mirant Americas Generation, LLC's Issuer Default Rating of 'B+' and Senior unsecured notes' 'B/RR5' rating was included as well. Standard & Poor's Ratings Services also placed the 'B+' corporate credit ratings on Mirant Corp. and its subsidiaries, Mirant North American LLC, Mirant Americas Generating LLC, and Mirant Mid- Atlantic LLC, on CreditWatch with negative implications. MIRANT CORP: Litigation Trust Battles Troutman Over Subpoena Power ------------------------------------------------------------------ MC Asset Recovery, LLC, is the litigation trust entity New Mirant Corporation established to own all rights, titles and interests to pursue claims against Troutman Sanders LLP, The Southern Company, and others. MCAR believes that Troutman has been and is using Mirant's confidential and privileged information to assist Southern to defend the action Mirant filed against Southern, now being pursued by MCAR. John A. Lee, Esq., at Andrews Kurth LLP, in Houston, Texas, asserts that if an investigation proves MCAR correct, Troutman's actions; -- would violate Georgia State Bar Rules of professional conduct; -- potentially prejudice MCAR's case against Southern; and -- could give rise to claims against Troutman. Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rule 2004, MCAR asks Judge Lynn to: (a) direct Troutman to expeditiously produce certain documents; and (b) authorize oral examination of Troutman's partners, members, counsel, associates and employees on certain topics. A list of the documents to be produced and the topics for the oral examination is available for free at: http://ResearchArchives.com/t/s?e07 Troutman Sanders Objects Troutman Sanders LLP asks Judge Lynn to deny MC Asset Recovery, LLC's discovery request because it: * was filed post-Plan confirmation; * was not pending on the Effective Date; * is not seeking to investigate prepetition causes of action; and * intimately relates to the defense of The Southern Company Causes of Action for which the reference was withdrawn and venue was transferred to the United States District Court in Atlanta. Hence, the Bankruptcy Court lacks the jurisdiction to grant MCAR's Rule 2004 Motion, Frank Hill, Esq., at Hill Gilstrap, P.C., in Fort Worth, Texas, asserts. In addition, the Court should abstain even if it has jurisdiction, Mr. Hill contends. MCAR's discovery, if it is to be sought at all, should be sought in its pending case against Southern to which Troutman's sought-after communications pertain, Mr. Hill says. Mr. Hill further argues that: -- the use of Rule 2004 of the Federal Rules of Bankruptcy Procedure is improper in the face of the pending Southern litigation; -- MCAR lacks standing to seek that discovery. MCAR's standing is limited to asserting designated avoidance actions, including its claim against Southern. MCAR does not have standing to assert postpetition or post- confirmation "ethics" concerns; and -- Southern has not waived privilege or work product protection. In the event that the Bankruptcy Court grants MCAR's request, Troutman reserves the position that any resulting subpoena must be served in Georgia under and pursuant to the geographical limits of Rule 65 of the Federal Rules of Civil Procedure. New Mirant Replies Rather than disclose the true nature and extent of its activities, Troutman has sought to side-step the jurisdiction of the Court by asserting "frivolous" standing and jurisdiction arguments, John A. Lee, Esq., at Andrews Kurth LLP, in Houston, Texas, argues. Given the core bankruptcy issues that appear to be implicated by Troutman's actions, including matters under the Crimes and Criminal Procedures Code, Mr. Lee asserts that the Bankruptcy Court is the only court with jurisdiction to hear and grant MCAR's Rule 2004 Motion. MCAR's investigation and an important potential estate cause of action could be badly compromised if the Bankruptcy Court: -- elects to abstain; and -- rules that the discovery be conducted in Georgia. Thus, MCAR asks Judge Lynn to approve its Rule 2004 request. Parties Agree to Discovery To resolve their dispute, MCAR and Troutman entered into an agreement governing the conduct of Rule 2004 examination. A full-text copy of the Agreement on MCAR's Motion to Conduct Rule 2004 Examination of Troutman Sanders is available for free at http://ResearchArchives.com/t/s?e08 In accordance with the terms of the Agreement, Judge Lynn directs Troutman to produce the documents and provide deposition testimony required. The Bankruptcy Court retains jurisdiction with respect to any dispute arising from the interpretation of the Agreement or from MCAR's or Troutman's compliance with its terms. About Mirant Corp. Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a confirmed Second Amended Plan on January 3, 2006. Thomas E. Lauria, Esq., at White & Case LLP, represented the Debtors in their successful restructuring. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue Nos. 95 & 100; Bankruptcy Creditors' Service, Inc., 215/945- 7000) * * * As reported in the Troubled Company Reporter on July 17, 2006, Moody's Investors Service downgraded the ratings of Mirant Corporation and its subsidiaries Mirant North America, LLC and Mirant Americas Generation, LLC. The Ba2 rating for Mirant Mid- Atlantic, LLC's secured pass through trust certificates was affirmed. Additionally, Mirant's Speculative Grade Liquidity rating was revised to SGL-2 from SGL-1. The rating outlook is stable for Mirant, MNA, MAG, and MIRMA. Moody's downgraded Mirant Americas Generation, LLC's Senior Unsecured Regular Bond/Debenture, to B3 from B2. Moody's also downgraded Mirant Corporation's Corporate Family Rating, to B2 from B1, and Speculative Grade Liquidity Rating, to SGL-2 from SGL-1. Mirant North America, LLC's Senior Secured Bank Credit Facility, was also downgraded to B1 from Ba3 and its Senior Unsecured Regular Bond/Debenture, to B2 from B1. As reported in the Troubled Company Reporter on July 13, 2006, Fitch Ratings placed the ratings of Mirant Corp., including the Issuer Default Rating of 'B+', and its subsidiaries on Rating Watch Negative following its announced plans to buy back stock and sell its Philippine and Caribbean assets. Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass- through certificates' 'BB+/Recovery Rating RR1'. Fitch also placed Mirant North America, Inc.'s Issuer Default Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior secured term loan's 'BB/RR1' rating, and Senior unsecured notes' 'BB-/RR1' rating on Rating Watch Negative. Mirant Americas Generation, LLC's Issuer Default Rating of 'B+' and Senior unsecured notes' 'B/RR5' rating was included as well. Standard & Poor's Ratings Services also placed the 'B+' corporate credit ratings on Mirant Corp. and its subsidiaries, Mirant North American LLC, Mirant Americas Generating LLC, and Mirant Mid- Atlantic LLC, on CreditWatch with negative implications. MIRANT CORP: North America Unit to Exchange $850 Mil. in Old Notes ------------------------------------------------------------------ Mirant North America, LLC, and its subsidiaries offer to exchange $850,000,000 of its 7.375% Senior Notes Due 2013, registered under the Securities Act of 1933, as amended, for $850,000,000 of its outstanding unregistered 7.375% Senior Notes Due 2013. The exchange offer will expire at 5:00 p.m., New York City time, on July 28, 2006, unless extended. J. William Holden, III, Mirant North's senior vice president, chief financial officer and treasurer, discloses in a regulatory filing with the Securities and Exchange Commission that the terms of the new notes will be substantially identical to the terms of the old notes that were issued on Dec. 23, 2005, except that the new notes will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights. Mr. Holden relates that the old notes were issued in reliance upon an available exemption from the registration requirements of the Securities Act. "We will pay interest on the new notes on each June 30 and Dec. 31, beginning Dec. 31, 2006," Mr. Holden says. The new notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain of Mirant North's current and future domestic restricted subsidiaries. Mirant North will exchange the new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. The company will not receive any proceeds from the exchange offer. A full-text copy of Mirant North's exchange offer prospectus is available for free at http://ResearchArchives.com/t/s?e04 About Mirant Corp. Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a confirmed Second Amended Plan on January 3, 2006. Thomas E. Lauria, Esq., at White & Case LLP, represented the Debtors in their successful restructuring. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service, Inc., 215/945-7000) * * * As reported in the Troubled Company Reporter on July 17, 2006, Moody's Investors Service downgraded the ratings of Mirant Corporation and its subsidiaries Mirant North America, LLC and Mirant Americas Generation, LLC. The Ba2 rating for Mirant Mid- Atlantic, LLC's secured pass through trust certificates was affirmed. Additionally, Mirant's Speculative Grade Liquidity rating was revised to SGL-2 from SGL-1. The rating outlook is stable for Mirant, MNA, MAG, and MIRMA. Moody's downgraded Mirant Americas Generation, LLC's Senior Unsecured Regular Bond/Debenture, to B3 from B2. Moody's also downgraded Mirant Corporation's Corporate Family Rating, to B2 from B1, and Speculative Grade Liquidity Rating, to SGL-2 from SGL-1. Mirant North America, LLC's Senior Secured Bank Credit Facility, was also downgraded to B1 from Ba3 and its Senior Unsecured Regular Bond/Debenture, to B2 from B1. As reported in the Troubled Company Reporter on July 13, 2006, Fitch Ratings placed the ratings of Mirant Corp., including the Issuer Default Rating of 'B+', and its subsidiaries on Rating Watch Negative following its announced plans to buy back stock and sell its Philippine and Caribbean assets. Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass- through certificates' 'BB+/Recovery Rating RR1'. Fitch also placed Mirant North America, Inc.'s Issuer Default Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior secured term loan's 'BB/RR1' rating, and Senior unsecured notes' 'BB-/RR1' rating on Rating Watch Negative. Mirant Americas Generation, LLC's Issuer Default Rating of 'B+' and Senior unsecured notes' 'B/RR5' rating was included as well. Standard & Poor's Ratings Services also placed the 'B+' corporate credit ratings on Mirant Corp. and its subsidiaries, Mirant North American LLC, Mirant Americas Generating LLC, and Mirant Mid- Atlantic LLC, on CreditWatch with negative implications. MSGI SECURITY: Low Equity Prompts Nasdaq Delisting Notice --------------------------------------------------------- MSGI Security Solutions, Inc., received a determination from the Listing Qualifications Staff of The Nasdaq Stock Market, Inc., indicating that, based upon the Company's non-compliance with Nasdaq Marketplace Rule 4310(c)(2)(B), which requires the Company to evidence a minimum of $2,500,000 in stockholders' equity, the Company's securities are subject to delisting from The Nasdaq Capital Market. In response to an earlier notice of non-compliance, the Company timely provided its plan to evidence compliance with the $2.5 million shareholders' equity requirement to the Listing Qualifications Staff on June 7, 2006. However, by letter dated July 11, 2006, the Nasdaq Staff indicated that it had not accepted the Company's plan to regain compliance. As a result, the Company plans to request a hearing before the Nasdaq Listing Qualifications Panel to seek continued listing pending its return to compliance. The Company's securities will remain listed on The Nasdaq Capital Market pending the issuance of the Panel's decision; however, there can be no assurance that the Panel will grant the Company's request for continued listing. The Company continues to move forward with its plan to regain compliance with the Nasdaq stockholders' equity requirement. Consistent with that plan, the Company is in active negotiations with prominent strategic investor candidates focused on the Homeland Security industry. The Company hopes to report the terms of the financing on a later date. About MSGI Security Headquartered in New York City, MSGI Security Solutions, Inc. (Nasdaq: MSGI) -- http://www.msgisecurity.com/-- provides proprietary security products and services to commercial and governmental organizations worldwide, including the U.S. Department of Homeland Security and U.S. Department of Justice, with a focus on cutting-edge encryption technologies for surveillance, intelligence monitoring, and data protection. From its offices in the U.S. and Europe, the company serves the needs of counter-terrorism, public safety, and law enforcement agencies. Going Concern Doubt As reported in the Troubled Company Reporter on Oct. 26, 2005, Amper, Politzner & Mattia P.C. expressed substantial doubt about MSGI Security Solutions, Inc.'s ability to continue as a going concern after it audited the Company's financial statements for the fiscal year ended June 30, 2005. The auditing firm points to the Company's recurring losses from operations; negative cash flow from operations; and significant deficit in working capital. MUSICLAND HOLDING: Trade Creditors Sell $77 Million Claims ---------------------------------------------------------- From May 16, 2006 to July 7, 2006, the Clerk of the United States Bankruptcy Court for the Southern District of New York recorded five claim transfers to: Transferee Creditor Claim Amount ---------- -------- ------------ Credit Suisse Twentieth Century - International. Fox LLC Cargill Financial Wilmington Trust $26,941,787 Services Int'l Inc. Company Cargill Financial Paramount Pictures 13,450,961 Services Int'l Inc. Home Video Div. Varde Investment Sony BMG Music 29,107,675 Partners, L.P. Entertainment Varde Investment EMI Music 8,080,779 Partners, L.P. North America 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) N-STAR REAL: Fitch Holds BB Rating on $15.9 Million Class D Notes ----------------------------------------------------------------- Fitch Ratings affirms nine classes of notes issued by N-Star Real Estate CDO III, Ltd.: -- $293,676,820 class A-1 at 'AAA'; -- $14,983,511 class A-2A at 'AA'; -- $4,994,504 class A-2B at 'AA'; -- $16,981,313 class B at 'A-'; -- $9,989,007 class C-1A at 'BBB+'; -- $5,993,404 class C-1B at 'BBB+'; -- $11,986,809 class C-2A at 'BBB'; -- $1,997,802 class C-2B at 'BBB'; -- $15,982,412 class D at 'BB'. N-Star III is a collateralized debt obligation, which closed March 10, 2005. The portfolio is composed of approximately 70.9% commercial mortgage-backed securities, 13.3% real estate investment trust securities, 9.3% corporate securities and 6.5% CDOs. NS Advisor, LLC selected the initial collateral and serves as the collateral administrator. The affirmations are due to stable performance of the transaction. The weighted average rating of the assets has remained stable at 'BBB-/BB+'. In addition, each of the four overcollateralization and interest coverage tests has remained stable. There are no defaulted assets in the portfolio. The ratings of the class A-1, A-2A and A-2B notes address the likelihood that investors will receive timely payments of interest, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. The ratings of the class B, C-1A, C-1B, C-2A, C-2B and D notes address the likelihood that investors will receive ultimate interest payments, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. Fitch will continue to monitor and review this transaction for future rating adjustments. NORTHWEST AIRLINES: Court Approves Sale of Six Aircraft to Omni --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York gave Northwest Airlines, Inc., and its debtor-affiliates permission to sell six aircraft to Omni Air International, Inc. The Pension Benefit Guaranty Corporation's limited objection has been resolved, as set forth on the record of the hearing. Upon the closing of the sale of each Aircraft, the Aircraft will be transferred, sold and delivered to Omni free and clear of all liens, claims or interests. With respect to proceeds of sale attributable to collateral on which the PBGC has a first priority, perfected security interest: (i) prior to the approval of a stipulation between the Debtors and the PBGC addressing the proceeds, the interests of the PBGC will attach to the proceeds of sale of the collateral with the same validity, priority, force and effect which they had against the collateral, subject to any claims and defenses the Debtors may possess with respect thereto; and (ii) following the approval of the stipulation, the proceeds will be governed by the stipulation, as it may be amended from time to time. About Northwest Airlines Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/ -- is the world's fourth largest airline with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and approximately 1,400 daily departures. Northwest is a member of SkyTeam, an airline alliance that offers customers one of the world's most extensive global networks. Northwest and its travel partners serve more than 900 cities in excess of 160 countries on six continents. The Company and 12 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in Washington represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the Debtors' chapter 11 cases. When the Debtors filed for protection from their creditors, they listed $14.4 billion in total assets and $17.9 billion in total debts. (Northwest Airlines Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000) NORTHWEST AIRLINES: Wants to Assume Amended Interline Agreement --------------------------------------------------------------- Northwest Airlines, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for authority to assume an Amended and Restated Interline Agreement dated as of September 1, 1989, with Air Canada and Hawaiian Airlines, Inc., and LAX TWO CORP. LAX TWO is a non-profit mutual benefit corporation organized and existing under the laws of the state of California. LAX TWO was formed by Northwest, Air Canada and Hawaiian to construct and operate Terminal 2 at Los Angeles International Airport and to provide certain terminal equipment and facilities. LAX TWO paid the costs of designing, constructing, and leasing the Terminal 2 facilities with the proceeds of bonds issued by the Regional Airports Improvement Corporation. LAX TWO allocates those costs, including payment of interest and principal on the RAIC Bonds, among the Contracting Airlines. Pan American World Airways, Inc., was also a signatory to the Interline Agreement. Pan Am subsequently filed for Chapter 11 and ceased operations, and is therefore no longer a Contracting Airline, Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, relates. Pursuant to the Interline Agreement, each of the Contracting Airlines receives preferential rights to use gates and equipment at Terminal 2 of the Airport, provided that it has not defaulted on its obligations under the Agreement. The net cost to the Contracting Airlines for use of the facilities is reduced by rent paid by non-contracting airlines for their use of the facilities, including aircraft gates. LAX TWO also generates revenue by charging for Federal Inspection Services in connection with United States customs regulations for international arrivals and departures. The FIS Revenue collected from non-contracting airlines is allocated to the Contracting Airlines based on their use of the facilities. The FIS Revenue, according to Mr. Petrick, is distributed primarily to Northwest Airlines because the other Contracting Airlines do not use the FIS at the Airport and they did not participate in the construction cost of the FIS portion of the facility. The Debtors find the Interline Agreement a valuable asset. It permits operational flexibility in Northwest Airlines' use of terminal facilities and equipment at the Airport that are necessary to the operation of Northwest's business in a cost effective manner, Mr. Petrick asserts. The Debtors have historically received from LAX TWO an annual net distribution of funds as a result of rent received by LAX TWO from non-contracting airlines and FIS Revenues. About Northwest Airlines Northwest Airlines Corporation (OTC: NWACQ) -- http://www.nwa.com/ -- is the world's fourth largest airline with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and approximately 1,400 daily departures. Northwest is a member of SkyTeam, an airline alliance that offers customers one of the world's most extensive global networks. Northwest and its travel partners serve more than 900 cities in excess of 160 countries on six continents. The Company and 12 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in Washington represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the Debtors' chapter 11 cases. When the Debtors filed for protection from their creditors, they listed $14.4 billion in total assets and $17.9 billion in total debts. (Northwest Airlines Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000) NTL INC: Unit Prices $550 Million Offering of 9-1/8% Senior Notes ----------------------------------------------------------------- NTL Incorporated finalized the terms of its senior notes offering. NTL's subsidiary, NTL Cable PLC, will issue $550 million of 9-1/8% U.S. dollar denominated ten-year notes. The notes will have minimum denominations of $100,000. NTL anticipates that completion of the offering will occur, today, July 25, 2006. The notes will rank pari passu with NTL Cable's outstanding dollar, sterling and euro notes. NTL Cable's subsidiary, NTL Investment Holdings Limited, received commitments for an additional GBP300 million in senior debt under a new Tranche C of its existing senior credit facility. Loans under the Tranche C facility will bear interest at LIBOR plus 2.75% and the principal amount of the Tranche C facility will be repayable in seven years. NTL expects that it will draw the amounts available under the Tranche C facility on Aug. 1, 2006. NTL will use the proceeds of the notes offering and the additional senior debt to fully repay NTL Cable's existing US$1.048 billion bridge facility. These transactions will complete the financing of the Telewest Global and Virgin Mobile transactions. About NTL Inc. 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. ONEIDA: Closing Arguments on Plan Today; No Plan Funding in Sight ----------------------------------------------------------------- Closing arguments to consider the confirmation of the pre-negotiated plan of reorganization filed by Oneida Ltd. and its debtor-affiliates is scheduled for today, July 25, 2006, just as the letter of intent between the Debtors and D. E. Shaw Laminar Portfolios, L.L.C. and Xerion Capital Partners LLC, both current Oneida shareholders, expired on Friday, July 21, 2006. No definitive agreement was signed by the expiration. 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. It was anticipated that the proposed transaction would be in the form of an offer to purchase 100% of the equity interest of Oneida through a plan funding agreement. Execution of a definitive agreement is subject to, among other things, confirming due diligence by the Buyers, standard regulatory approvals and other conditions, including confirmation of Oneida's plan of reorganization by the Bankruptcy Court. Should Oneida and the Buyers fail to reach a definitive agreement, Oneida would move forward to complete its original recapitalization plan, which is supported by its lenders, in a timely manner. About the Plan As reported in the Troubled Company Reporter on March 21, 2006, the proposed prenegotiated plan of reorganization provides, among other things, for the conversion of 100% of Oneida's Tranche B loan, representing approximately $100 million, into 100% of the equity of the newly reorganized company. The plan also includes a $170 million long-term credit facility that will refinance Oneida's Tranche A debt and provide the company with additional liquidity to continue to grow its business. Oneida's general unsecured creditors will not be impaired under the plan; however, existing common and preferred stockholders will not receive any distributions under the plan and their equity will be cancelled on the effective date of the plan. A full-text copy of the redlined Plan of Reorganization is available for a fee at: http://www.researcharchives.com/bin/download?id=060719040309 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. PARMALAT GROUP: Canadian Subsidiary Gets C$450 Mil. Refinancing --------------------------------------------------------------- Parmalat S.p.A.'s Canadian subsidiary Parmalat Dairy & Bakery Inc. successfully completed the refinancing of its debt through a five year syndicated loan for C$450,000,000 (approximately EUR318 million) as well as a revolving line of credit for C$100,000,000 (approximately EUR71 million). The "Lead Arrangers" for the transaction are the Bank of Nova Scotia and BNP Paribas. The latter is also the "Syndication Agent. The refinancing did not include the "participation notes" for approximately EUR43,000,000. The debt of the Canadian Subsidiary represents over 47% of the total gross consolidated debt of the Group. The refinancing has returned the company to market conditions, without the issuance of guarantees by Parmalat S.p.A., but with real guarantees exclusively on the part of the subsidiary PDBI. The amortization schedule has a five-year term with a residual at the end of such period of 75% of the principal and the possibility of early repayment without penalties. "Our current strong financial performance and business outlook provide us with the opportunity to now move to more competitive terms and conditions," said Nash Lakha, President and CEO of Parmalat Dairy & Bakery Inc. "This refinancing provides the company with a continued stable capital structure and the financial resources necessary to drive our business forward for the benefit of our customers, suppliers, employees and shareholders." About Parmalat Headquartered in Wallington, New Jersey, Parmalat USA Corporation -- http://www.parmalatusa.com/-- generates more than 7 billion euros in annual revenue. The Parmalat Group's 40-some brand product line includes milk, yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices and employs over 36,000 workers in 139 plants located in 31 countries on six continents. The Company filed for chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than $200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. (Parmalat Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service, Inc., 215/945-7000) PERSISTENCE CAPITAL: Court OKs Premium Payment Pact with EZ/HS -------------------------------------------------------------- The Honorable Kathleen Thompson of the U.S. Bankruptcy Court for the Central District of California in San Fernando authorized David L. Hahn, the Chapter 11 Trustee appointed in Persistence Capital LLC's case, to enter into a stipulation with EZ/HS, LLC. The stipulation also involves Persistence Family I, LLC, Persistence Friends I, LLC, Bruinbilt LLC and Personal Involvement Center, LLC. Each of the parties in the stipulation claim interests in certain life insurance policies, referred to as Pool 1 and Pool 2, issued by Transamerica Insurance Investment Group. The parties are currently in dispute over the extent of their respective interests in the policies. To keep the policies from lapsing prior to the settlement of their dispute, EZ/HS agreed to pay monthly premiums payments due on the policies pursuant to the stipulation. Pool 1 policies are payable monthly in the approximate amount of $193,851, while Pool 2 policies are payable monthly in the approximate amount of $193,345. Repayment of any Pool premium paid by EZ/HS is secured by a first priority lien on all of the parties' interest, including the Debtor's, on any future death benefits arising from Pool 1 policies. Repayment of any Pool 2 premium is secured by a first priority lien on all of the parties' interest in any post- stipulation benefits arising from Pool 2 policies that accrue after the date of the stipulation. Obligations arising from EZ/HS' payment of monthly premiums will accrue interest at a rate of 10% per annum. Headquartered in Westlake Village, California, Persistence Capital LLC -- http://persistencecapitalllc.com/-- filed a voluntary chapter 11 petition on Sept. 13, 2005 (Bankr. C.D. Calif. Case No. 05-16450). Lawrence R. Young, Esq., in Downey, California, represents the Debtor in its restructuring proceedings. When the Debtor filed for protection from its creditors, it listed $85,000,000 in total assets and $28,602,241 in total debts. PEXAGON TECH: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Pexagon Technology Inc. 20 Carter Drive Guilford, Connecticut 06437 Tel: (203) 458-3364 Bankruptcy Case No.: 06-31168 Type of Business: The Debtor sells outdoor equipment and supplies. Chapter 11 Petition Date: July 21, 2006 Court: District of Connecticut (New Haven) Judge: Albert S. Dabrowski Debtor's Counsel: James Berman, Esq. Zeisler and Zeisler, P.C. 558 Clinton Avenue, P.O. Box 3186 Bridgeport, Connecticut 06605 Tel: (203) 368-4234 Fax: (203) 367-9678 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 12 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Hitachi Global Storage Tech. $1,133,705 5600 Cottie Road San Jose, CA 95193 Parago $58,490 P.O. Box 678341 Dallas, TX 75267 Agilare $28,347 1023 Chestnut Street Redwood City, CA 94063 Continental Promotion Group $9,424 1120 West Warner Road Tempe, AZ 85284 Moore Walice-Andrews $6,631 151 Red Stone Road Manchester, CT 06040 Amtrex Global Logistics $6,106 Circuit Assembly $4,291 ProMark $3,409 Kroll-Ontrak $2,070 Sprint $81 Poland Springs $73 Federal Express $44 PLATFORM LEARNING: Gets Interim Court Nod to Use Cash Collateral ---------------------------------------------------------------- The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Platform Services, Inc., to use, on an interim basis, the cash collateral securing the repayment of the Debtor's indebtedness to Silicon Valley Bank, and its three subordinated creditors. The Debtor's subordinated creditors are: 1) Capital Resource Partners V, L.P.; 2) Stichting Pensioenfonds ABP; and 3) Stichting Pensioenfonds Voor de Gezondheid, Geestelijke En Maatschappelijke Belangen. Credit and Financing Agreements After the Debtor's initial success in providing its supplemental education and tutoring services nationwide, the Debtor saw a sharp decline in its revenues, and as such, decided to downsize its operations and take restructuring steps to continue its services for the 2005-2006 school year. To finance the Debtor's business and operations shortly after its start-up in 2003 up to the petition date, the Debtor relied principally on a working capital line of credit with Silicon Valley Bank and mezzanine financing from the subordinated creditors. Pursuant to a Loan Security Agreement on September 8, 2005, Silicon Valley provided the Debtor a working capital line of credit and an equipment line of credit for approximately $15,000,000. As of the petition date, the aggregate of the principal amount outstanding to Silicon Valley is $5,141,000. In addition, the Company entered into a Senior Subordinated Secured Note and Warrant Purchase Agreement with the subordinated creditors, providing mezzanine financing to the Debtor in excess of $10,000,000. As of its bankruptcy filing, the Debtor says that it owes its subordinated creditors an aggregate amount of $14,410,147. In accordance with the prepetition credit agreements and subordinated credit agreements, the Debtor's obligations to Silicon Valley and the subordinated creditors are secured by substantially all of the Debtor's assets. Judge Drain says that allowing the Debtor to use the subordinated creditors' cash collateral will minimize disruption of the Debtor's business operations and permit the Debtor to meet payroll and other operating expenses. Judge Drain says that the cash collateral may be used only to: (a) meet and satisfy the Debtor's ongoing operational and administrative expenses specifically set forth in the cash collateral budget; and (b) make adequate protection payments. A full-text copy of the Debtor's cash collateral budget is available for free at http://researcharchives.com/t/s?deb About Platform Learning Based in Broad Street, New York, Platform Learning Inc. -- http://www.platformlearning.com/-- provides comprehensive supplemental educational services through their Learn-to-Succeed tutoring program to students attending public schools that are "in need of improvement." The Debtor works together with parents, schools, community organizations, and local educators to implement their research-based program, which ensures that all children can become successful students by providing appropriate support, motivation and curriculum tailored to their individual needs. The Company filed for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case No. 06-11391). Andrew C. Gold, Esq., Eric W. Sleeper, Esq., Paul Rubin, Esq., David M. Bass, Esq., and John M. August, Esq., at Herrick, Feinstein LLP, represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $21,026,148, and total debts of $36,933,490. PLYMOUTH RUBBER: Gets Interim Approval of Employee Retention Plan ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, allows Plymouth Rubber Company, Inc., and its debtor-affiliate, Brite-Line Technologies, Inc., to make payments pursuant to their employee retention plan pending confirmation of the Plan, on an interim basis. Transition Plan The Debtors' proposed payment is in line with Plymouth's transition plan, which involves the eventual termination of its manufacturing operations in Canton, Massachusetts and the purchase of products now manufactured in Canton from its partly owned joint venture in China. Victor Bass, Esq., at Burns & Levinson, LLP, in Boston, Massachusetts, points out that the Debtors' Employee Retention Plan is not a typical Key Employee Retention Plan, rather, it provides benefits only to the manufacturing employees whose jobs are to be eliminated in the transition. According to Mr. Bass, the Employee Retention Plan was designed to allow the Debtors to maintain operations and services to customers during the transition and to create an incentive for its affected employees. While the Employee Retention Plan was highly successful prepetition in that the Debtor was able to retain the vast majority of its employees, Mr. Bass relates that employees have become increasingly concerned postpetition about whether the Plan will be implemented given the uncertainty of the Debtor's cases. Without a reasonable expectation of receiving the benefits previously proposed under the Employee Retention Plan, Mr. Bass argues that Plymouth's employees would have a strong incentive to seek and take alternative employment, and the Debtors' reorganization could be severely compromised by the premature departure of even a relatively small additional number of its employees. Projected Payments The Payments are anticipated to be made in two phases. The Debtors project $2,841,676 in total payments for wages and benefits to 173 hourly employees and 47 salaried employees divided approximately 50% in phase one and 50% in phase two. The maximum payment to any hourly employee is projected to be $51,948 and retention payments to these employees will have a median of $7,882 for a period of 11 weeks, and a mean of $10,528 over a period of 13.3 weeks. Retention payments to salaried employees are projected to have a median of $15,851 for 14.7 weeks, and a mean of $21,711 for 20.6 weeks. The maximum payment to any salaried employee is projected to be $100,316 for one year to the director, maintenance and engineering employees. Unaffected Employees Brite-Line's operations and employees as well as Plymouth's remaining 57 non-manufacturing employees will be unaffected by the transition. About Plymouth Rubber 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. PSI TECHNOLOGIES: Receives Delisting Notice from NASDAQ ------------------------------------------------------- PSi Technologies Holdings, Inc., has received a Nasdaq Staff Determination letter indicating that the Company failed to submit Form 20-F for the period ended June 30, 2006, as required by Marketplace Rule 4320(e)(12), and that its securities are, therefore, subject to delisting from The Nasdaq Small Cap Market. On June 30, 2006, the Company filed a Form 12b-25 with the U.S. Securities and Exchange Commission that indicated the Company expects to file its Form 20-F no later than 45 days after June 30, 2006. The Company will request a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination that will stay the delisting action pending the issuance of a final decision by the Panel. The Company also received a Nasdaq Staff Deficiency letter on July 17, 2006, indicating that the Company fails to comply with the minimum bid price requirement for continued listing set forth in Marketplace Rule 4320(e)(2)(E)(i). The Company will be provided 180 calendar days, or until January 16, 2007, to regain compliance with the minimum bid price requirement of $1.00 per American Depositary Share of the Company for a minimum of 10 consecutive business days. If the minimum bid price requirement has not been met by January 16, 2007, Nasdaq Staff will provide the Company with an additional 180-calendar day compliance period only if the Company meets certain other listing criteria. About PSi Tech PSi Technologies (NASDAQ: PSIT) -- http://www.psitechnologies.com -- is an independent semiconductor assembly and test service provider to the power semiconductor market. The Company provides comprehensive package design, assembly and test services for power semiconductors used in telecommunications and networking systems, computers and computer peripherals, consumer electronics, electronic office equipment, automotive systems and industrial products. QUANG TRAN: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Quang Q. Tran Thu T. Pham dba Captain Quang 12810 Blankton Lane Sugarland, Texas 77478 Bankruptcy Case No.: 06-33311 Chapter 11 Petition Date: July 21, 2006 Court: Southern District of Texas (Houston) Judge: Karen K. Brown Debtors' Counsel: Julie Mitchell Koenig, Esq. Tow and Koenig PLLC 10077 Grogans Mill Road, Suite 145 The Woodlands, Texas 77380 Tel: (281) 681-9100 Fax: (281) 681-1441 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtors did not file a list of their 20 largest unsecured creditors. RACCOON BOAT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Raccoon Boat Rental, Inc. dba Raccoon Reef dba Tiki Hut 8730 East U.S. Highway 36 Rockville, Indiana 47872 Tel: (724) 899-4130 Bankruptcy Case No.: 06-80536 Type of Business: The Debtor leases boats and yachts. Chapter 11 Petition Date: July 21, 2006 Court: Southern District of Indiana (Terre Haute) Judge: Frank J. Otte Debtor's Counsel: Michael Allen, Esq. Allen & Troemel 9000 Keystone Crossing, Suite 1000 Indianapolis, Indiana 46240 Tel: (317) 580-2576 Total Assets: $1,150,555 Total Debts: $1,648,920 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Business Loan Center Business Debt $900,000 645 Madison Avenue New York, NY 10022 Eric J. Anderson, Esq. 8396 Mississippi Street Merrillville, IN 46410 Tel: (219) 769-2323 Old National Bank Judgment $160,000 1 Main Street Indianapolis, IN 46204 Indiana Department of Revenue Tax Debt $145,000 100 North Senate Indianapolis, IN 46204 Internal Revenue Service Tax Debt $95,000 Cincinnati, OH 45999-0039 Darrell Grimes, Rev. Agent Tel: (317) 889-2657 Zurich North America Trade Debt $25,000 3910 Keswick Road, 5th Floor Baltimore, MD 21211 Katherine Worthington Business Loan $20,000 Westland Co-op Inc. Trade Debt $18,000 Eby Brown Trade Debt $15,000 Elma Myers Business Loan $10,000 Tim & Chris Alkire Business Loan $10,000 Parke County Treasurer Property Tax $9,300 Dell Financial Services Trade Debt $8,000 George S. May Co. Trade Debt $6,706 Marjorie Hays Business Loan $6,500 Jacobs & Fine Trade Debt $5,575 Jim Hanner, Esq. Trade Debt $5,200 First Financial Trade Debt $5,000 Branson Insurance Trade Debt $4,500 Spelbro Inc. Trade Debt $1,700 Taylor & Blackburn Trade Debt $1,893 RAMP SERIES: S&P's Rating on Two Class Certificates Tumbles to D ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on the class M-I-3 and M-II-3 certificates issued by RAMP Series 2002-RS1 Trust to 'D' from 'CCC'. In addition, the rating on class M-I-2 remains on CreditWatch with negative implications, where it was placed on Feb. 27, 2006. Lastly, the ratings on three other classes from the same securitization are affirmed. The lowered ratings reflect: -- The depletion of overcollateralization in both the fixed- rate and adjustable-rate groups, resulting in cumulative principal write-downs of $572,431 and $189,265 to classes M-I-3 and M-II-3, respectively; -- Realized losses that consistently outpace excess interest cash flow; -- Serious delinquencies (90-plus days, foreclosure, and REO) that have averaged 15.46% for the fixed-rate group and 41.76% for the adjustable-rate group over the past six months; and -- Loss projections that indicate additional principal write- downs to the certificates. Standard & Poor's will continue to monitor the performance of the transaction to ensure that the ratings assigned to the other classes, including the rating on CreditWatch negative, accurately reflect the risks associated with this security. The affirmations reflect sufficient levels of credit support to maintain the current ratings, despite the high level of delinquencies. To date, cumulative realized losses, as a percentage of the original pool balance, total 2.86% ($9,255,922) for the fixed-rate group and 6.71% ($4,593,561) for the adjustable-rate group. Credit support for the transaction is provided by subordination and excess interest cash flow, and formerly by overcollateralization. The collateral for this transaction consists of fixed- and adjustable-rate, first- or second-lien loans secured primarily by one- to four-four family residential properties. Ratings Lowered RAMP Series 2002-RS1 Trust Mortgage asset-backed pass-through certificates series 2002-RS1 Rating ------ Class To From ----- -- ---- M-I-3 D CCC M-II-3 D CCC Rating Remaining on Creditwatch Negative Mortgage asset-backed pass-through certificates series 2002-RS1 Class Rating ----- ------ M-I-2 BBB-/Watch Neg Ratings Affirmed RAMP Series 2002-RS1 Trust Mortgage asset-backed pass-through certificates series 2002-RS1 Class Rating ----- ------ A-I-5*, M-II-1 AAA M-I-1 AA M-II-2 A- * Denotes bond-insured class rating that reflects the financial strength of the bond insurer. ROBERT RYAN: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Robert F. Ryan, Jr. Julie K. Ryan 208 South 3rd Street Delavan, Wisconsin 53115-1704 Bankruptcy Case No.: 06-23933 Chapter 11 Petition Date: July 21, 2006 Court: Eastern District of Wisconsin (Milwaukee) Debtors' Counsel: Mark Bromley, Esq. W5838 Greening Road Whitewater, Wisconsin 53190-4026 Tel: (262) 495-8530 Fax: (262) 495-8532 Total Assets: $1,558,765 Total Debts: $1,429,281 Debtors' 18 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Thorpe, Compton & Christian $31,158 P.O. Box 386 Delavan, WI 53115-0386 Household Bank $18,020 P.O Box 19360 Portland, OR 97280-0360 Ace Construction $8,800 121 Park PI Delavan, WI 53115-1113 Internal Revenue Service $7,921 Central Insolvency Operation P.O. Box 21126 Philadelphia, PA 19114-0325 Dr. M.L. Connolly, DDS $6,837 6200 North Hiawatha Avenue Chicago, IL 60646-4309 Aurora Health Care $5,898 GMAC $5,850 Aftermath, Inc. $4,293 Wisconsin Department of Revenue $4,168 American National Bank of Beaver Dam $3,046 MRC Receivables Corp. $2,956 Delavan Ace Hardware $1,785 Sallie Mae 3rd Pty. Lsc. $1,778 Komfort Heat & Cool $1,575 Encore Creations $1,471 Keefe Real Estate $1,200 WE Energies $1,162 Nei Turner Media $1,111 SILICON GRAPHICS: Court Gives Nod on Compensation Procedures ------------------------------------------------------------ At Silicon Graphics, Inc., and its debtor-affiliates' behest, Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York established uniform procedures for the payment and reimbursement of various court-approved professionals on a monthly basis, on terms comparable to procedures established in other large Chapter 11 cases. The Court directed the Debtors to include all payments to professionals on their monthly operating reports, detailed so as to state the amount paid to each professional. As reported in the Troubled Company Reporter on May 31, 2006, the Debtors proposed that: (a) Each Professional seeking payment will serve a monthly statement, on or before the 30th day of each month after the month payment is sought, on: * Silicon Graphics, Inc., * Weil, Gotshal & Manges LLP, * the attorneys for the Official Committee of Unsecured Creditors; and * the Office of the United States Trustee. (b) The monthly statement does not need to be filed with the Court and a copy does not have to be delivered to the presiding bankruptcy judge's chambers. (c) For Professionals who bill based on time, each monthly fee statement must contain a list of the individuals who provided services during the statement period, their billing rates, the aggregate hours spent, a reasonably detailed breakdown of the disbursements incurred and contemporaneously maintained time entries. (d) The Notice Parties will have 15 days to review a statement. If a Party objects to the payment or reimbursement, it must, by no later than 35 days after the end of the month for which compensation is sought, serve a written notice of objection containing the nature of the objection, upon: * the Professional whose statement is objected to; and * the Notice Parties. (e) At the expiration of the 35-day period, and in the absence of objection, the Debtors will promptly pay 80% of the undisputed fees and 100% of the undisputed expenses in each monthly statement. (f) If the Debtors receive an objection to a fee statement, they will withhold payment on that objected portion of the fee statement and promptly pay the remainder of the fees and disbursements. (g) If the parties to an objection are able to resolve their dispute, then the Debtors will promptly pay that portion of the fee statement, which is no longer subject to an objection. (h) All unresolved objections will be preserved and presented to the Court at the next interim or final fee application hearing. (i) An objection will not prejudice the objecting party's right to object to any fee application made to the Court in accordance with the Bankruptcy Code on any ground. (j) Every 120 days, but no more than every 150 days, each of the Professionals will serve and file an application for interim or final Court approval and allowance of the compensation and reimbursement of expenses requested. (k) At least 30 days prior to the fee application hearing, the Debtors' attorneys will notify the Court, the U.S. Trustee and all retained professionals, of the time, date and location of the fee hearing, the period covered by the fee applications, and the objection deadline. (l) Any Professional who fails to file an application seeking approval of compensation and expenses previously paid when due: * will be ineligible to receive further monthly payments of fees until further Court order; and * may be required to disgorge any fees paid since the retention or the last fee application, whichever is later. (m) The pendency of an application or a Court order that payment of compensation or reimbursement of expenses was improper as to a particular statement will not disqualify a Professional from the future payment of compensation or reimbursement of expenses. (n) Neither the payment of, nor the failure to pay, monthly compensation and reimbursement will have any effect on the Court's interim or final allowance of compensation and reimbursement of any Professional. (o) The attorneys for the Creditors Committee may collect and submit statements of expenses, with supporting evidence of payment, from members of the Committee the person represents. However, the Committee attorneys must ensure that the reimbursement requests comply with the Court's Administrative Orders dated June 24, 1991, and April 21, 1995. About Silicon Graphics Headquartered in Mountain View, California, Silicon Graphics, Inc. (OTC: SGID) -- http://www.sgi.com/-- offers high-performance computing. SGI helps customers solve their computing challenges, whether it's sharing images to aid in brain surgery, finding oil more efficiently, studying global climate, providing technologies for homeland security and defense, enabling the transition from analog to digital broadcasting, or helping enterprises manage large data. The Debtor and 13 of its affiliates filed for chapter 11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977 through 06-10990). Gary Holtzer, Esq., and Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed total assets of $369,416,815 and total debts of $664,268,602. (Silicon Graphics Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000) SMARTIRE SYSTEMS: Amends Form 10-K for FY Ended July 31, 2005 ------------------------------------------------------------- SmarTire Systems Inc. amended its Form 10-KSB for the year ended July 31, 2005, previously filed on Feb. 27, 2006, to correct errors related to its accounting for the extinguishment of certain convertible debentures. After extensive discussions with the Staff of the Securities and Exchange Commission, the Company amended the conversion price used in the calculation of the accounting gain to reflect that of the closing bid price of its common stock on the date of extinguishment of its $2.5 million, 5% convertible debentures. The effect of the change in methodology for accounting for the (non-cash) gain on extinguishment of debt on the Company's consolidated statement of operations for the year ended July 31, 2005, was a decrease in the gain on settlement of convertible debt of $1,828,357 which resulted in a corresponding increase in net loss of $1,828,357 and a reduction in the charge to retained earnings for the settlement. The correction increased the Company's additional paid in capital and accumulated deficit of $6,324, respectively, as of July 31, 2005. In its amended Statement of Operations, the Company reported a $16,120,218 net loss on $1,463,460 of revenues. The company's balance sheet at July 31, 2005 showed $33,284,543 in total assets, $5,781,918 in total liabilities, convertible debentures of $17,118,667 and stockholders' equity of $10,383,957. Going Concern In an addendum to its audit report, KPMG pointed to the Company's uncertainty in meeting its current operating and capital expense requirements after auditing the Company 's financial statements for the fiscal years ended July 31, 2005 and 2004. Headquartered in Richmond, British Columbia, Canada, SmarTire Systems Inc. develops and markets technically advanced tire pressure monitoring systems for the transportation and automotive industries that monitor tire pressure and tire temperature. Its TPMSs are designed for improved vehicle safety, performance, reliability and fuel efficiency. The Company has three wholly owned subsidiaries: SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe Limited. SOLUTIA INC: Wants to Extend Deadline to Remove Actions to Nov. 3 ----------------------------------------------------------------- Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend their deadline to remove civil actions to Nov. 3, 2006. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, asserts that the Debtors need more time to assess their numerous civil actions pending in state or federal court. Mr. Henes assures the Court that the rights of any party to the civil actions will not be prejudiced by the extension since the parties can seek to have the actions remanded. The Debtors reserve their right to seek further extensions of the time within which they may remove civil actions. Objections to the Debtors' request are due today, July 25, 2006. Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/ -- with its subsidiaries, make and sell a variety of high- performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., at Kirkland & Ellis. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. (Solutia Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000) SOLUTIA INC: Official Panel Wants Saul Ewing as Conflicts Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Solutia Inc. and its debtor-affiliates' chapter 11 cases, asks authority from the U.S. Bankruptcy Court for the Southern District of New York to retain Saul Ewing LLP as its conflicts counsel, nunc pro tunc to June 13, 2006. Ira S. Dizengoff, Esq., a partner at Akin Gump Strauss Hauer & Feld LLP, explains that his firm currently represents certain creditors and other parties-in-interest in matters unrelated to the Debtors' Chapter 11 cases. The Creditors Committee believes it needs to retain a special conflicts counsel to represent its interests vis-a-vis the Akin Gump-represented parties or to otherwise investigate or commence any appropriate causes of actions against them. Akin Gump disclosed that it was retained as counsel of the creditors committee of Calpine Corp. The Debtors are currently involved in arbitration proceedings to resolve Calpine's claims against their estates. The Creditors Committee has engaged Saul Ewing to advise and represent it with respect to matters involving Calpine as well as any other matters related to the Debtors' Chapter 11 cases in which Akin Gump has a conflict. To the extent that Akin Gump is conflicted from providing these services, Saul Ewing will: a) advise the Creditors Committee with respect to its rights, duties and powers in the Debtors' Chapter 11 cases; b) assist and advise the Committee in its consultations with the Debtors relative to the administration of the Chapter 11 cases; c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of their business operations; e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning, among other things, the assumption or rejection of certain non- residential real property leases and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; f) assist and advise the Committee as to its communications to creditors regarding significant matters in the Debtors' Chapter 11 cases; g) represent the Committee at all hearings and other proceedings; h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety; i) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of its interests and objectives; j) prepare, on the Committee's behalf, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments; and k) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with its powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The attorneys and paralegals primarily responsible for representing the Creditors Committee are: Name Title Hourly Rate ----- ----------- ----------- Edward J. Haye Special Counsel $375 Bruce V. Miller Special Counsel 435 J. Kate Stickles Partner 375 Jeremy W. Ryan Associate 315 Monica A. Molitor Paralegal 155 Other professionals who will also represent the Creditors Committee will be paid at these hourly rates: Partners $335 - 650 Special Counsel 250 - 440 Associates 175 - 320 Paraprofessionals 95 - 215 Edward J. Haye, a member of Saul Ewing, attests that the firm does not represent or hold any interest adverse to the Creditors Committee or the Debtors and their estates, creditors or equity security holders. He says that the firm is a "disinterested person" as that term is defined in Sections 101(14) and 1107(b) of the Bankruptcy Code. About Solutia Inc. Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/ -- with its subsidiaries, make and sell a variety of high- performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., at Kirkland & Ellis. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. (Solutia Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000) SOUNDVIEW HOME: S&P's Rating on Class M-2 Certs. Tumbles to D ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class M-2 certificates issued by Soundview Home Equity Loan Trust 2001-1 to 'D' from 'CCC'. Concurrently, ratings are affirmed on three other classes from the same transaction. The rating on class M-2 is lowered as a result of the $47,965 and $107,284 principal write-downs realized by the class during the April 2006 and June 2006 remittance periods, respectively. These two write-downs caused losses that completely eroded the principal balance of the subordinate B class. Support for the M-2 class, originally rated 'A', was provided by excess spread, limited amounts of overcollateralization, and subordination of a defaulted class. Overcollateralization did build sporadically, but not substantially during the months when excess interest exceeded monthly net losses. In reviewing the transaction's performance to date, overcollateralization occasionally accumulated during some months, but subsequent substantial losses quickly depleted the most subordinate class' balance shortly thereafter. As of the June 2006 distribution date, cumulative realized losses were 6.69% of the original pool balance, while total delinquencies were 35.58%. Serious delinquencies (90-plus-days, foreclosure, and REO) were 17.23%. While the mortgage pool has paid down to approximately 9.93%, monthly net losses have substantially outpaced excess interest over the past 12 months. During this period, average monthly net losses totaled $125,976, while average monthly excess interest amounted to $43,266. Additionally, net losses continue to erode available support. Given the delinquency status and performance trend, Standard & Poor's expects collateral performance to continue causing losses that will outpace excess interest. The transaction will continue to be monitored closely. Despite the collateral performance, the affirmations on the three remaining classes reflect adequate actual and projected credit support provided by subordination and, to a lesser extent, excess interest and overcollateralization, if they were to rebuild. The collateral consists primarily of 30-year, fixed- and adjustable-rate subprime mortgage loans secured by one- to four- family residential properties. Rating Lowered Soundview Home Equity Loan Trust 2001-1 Rating ------ Class To From ----- -- ---- M-2 D CCC Ratings Affirmed Soundview Home Equity Loan Trust 2001-1 Class Rating ----- ------ A-IO, A AAA M-1 AA STONE ENERGY: Completes $189 Mil. Preferential Rights Acquisition ----------------------------------------------------------------- Stone Energy Corporation reported that the preferential rights acquisition of additional working interests to depths of 20,000 feet in Mississippi Canyon Blocks 108 and 109 was completed on July 14, 2006. The acquisition cost, net of purchase price adjustments, totaled approximately $189.3 million, which was financed with proceeds from the recent $225 million senior floating rate notes issuance. Based on Stone's Dec. 31, 2005 reserve report, the acquisition added estimated proved reserves of 57 billion cubic feet of gas equivalent in the acquisition. Production associated with the acquired interests was approximately 25 million cubic feet of gas equivalent per day before the platform was shut-in due to pipeline damage from Hurricane Katrina. Repairs to the pipeline facilities are ongoing and production is expected to resume in the fourth quarter of 2006. Stone now has a 100% working interest in Block 109 and a 24.8% working interest in Block 108 and will be the operator of both blocks. In conjunction with the closing of the preferential rights acquisition, Stone secured an increase in the borrowing base of its Bank Credit Facility to $325 million of which $76.1 million is currently available, with $192 million drawn and $58.9 million committed to Letters of Credit. About Stone Headquartered in Lafayette, Louisiana, Stone Energy Corporation (NYSE:SGY) -- http://www.stoneenergy.com/-- is an independent oil and gas company and is engaged in the acquisition and subsequent exploration, development, operation and production of oil and gas properties located in the conventional shelf of the Gulf of Mexico, deep shelf of the GOM, deep water of the GOM, Rocky Mountain Basins and the Wiliston Basin. * * * As reported in the Troubled Company Reporter on June 23, 2006, Moody's Investors Service assigned a B3 rating to Stone Energy Corporation's proposed $225 million senior unsecured floating rate notes offering due 2010 and kept the company's B2 Corporate Family Rating and Caa1 Senior Subordinated Notes ratings under review direction uncertain. Moody's does not rate Stone's $300 million senior secured revolving credit facility. STRUCTURED ADJUSTABLE: Moody's Slashes Rating on Class M-3 Certs. ----------------------------------------------------------------- Moody's Investors Service has downgraded a certificate from a transaction issued by Structured Adjustable Rate Mortgage Loan Trust 2005-5. The transaction currently has no overcollateralization and the M3 class has experienced a realized loss. Complete rating action is: Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-5 Downgrade: Class M-3, Downgraded to Caa2 from Baa3 TENET HEALTHCARE: Selling New Orleans Hospitals to Ochsner Health ----------------------------------------------------------------- Subsidiaries of Tenet Healthcare Corporation (NYSE:THC) signed a definitive agreement to sell three acute care hospitals to the Ochsner Health System of New Orleans. The hospitals are: -- Kenner Regional Medical Center, Kenner, Louisiana: 203 beds -- Meadowcrest Hospital, Gretna, Louisiana: 207 beds -- Memorial Medical Center, New Orleans, Louisiana: 317 beds Tenet will not disclose the estimated sale proceeds until the transaction is complete because certain aspects of the contemplated transaction structure are confidential. Tenet expects to use the proceeds for general corporate purposes. Tenet believes that selling the three hospitals to a local New Orleans operator with a long history of providing care to the area would be in the best interests of the community and would help speed the return of services. Several area hospitals have been closed since Hurricane Katrina, including Memorial Medical Center. Political and community leaders in Louisiana have asked health care providers to work together to develop solutions to meet the future needs of the area. As part of the agreement with Ochsner, the renovation of the New Orleans Surgical Heart Institute facility on the Memorial campus is continuing and is expected to open as a surgical hospital this fall. Under the agreement, Ochsner has committed to offer employment to substantially all current employees who are in good standing at the three hospitals. The sale is expected to be completed by Aug. 31, 2006, and is subject to customary regulatory approvals. Tenet disclosed on June 29 that these three hospitals were among 11 hospitals identified for sale as part of a strategy to enhance the company's future profitability, expand capital investments in its remaining 57 hospitals and help fund the company's broad settlement with the federal government. This is the first sale agreement announcement that is part of that initiative. About Ochsner Health Ochsner Health System -- http://www.ochsner.org/-- is a non- profit, academic, multi-specialty, healthcare delivery system dedicated to patient care, research and education. The system includes three acute care hospitals, a sub-acute facility, and 25 clinics located throughout Southeast Louisiana. Ochsner employs over 7,000 employees, 600 physicians in 80 medical specialties and subspecialties and conducts over 750 ongoing clinical research trials annually. About Tenet Healthcare Based in Dallas, Texas Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- through its subsidiaries, owns and operates acute care hospitals and related health care services. Tenet's hospitals aim to provide the best possible care to every patient who comes through their doors, with a clear focus on quality and service. * * * As reported in the Troubled Company Reporter on July 4, 2006, In light of the announcement of the settlement of investigations being conducted by the Department of Justice and a number of State Attorneys into Medicare outlier payments, Fitch Ratings affirmed 'B-' issuer default rating and 'B-/RR4' senior unsecured debt recovery rating for Tenet Healthcare Corp., with a Negative Rating Outlook. THAXTON GROUP: Court Extends Lease Decision Period to November 30 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended until Nov. 30, 2006, the period within which The Thaxton Group and its debtor-affiliates can assume, assume and assign, or reject unexpired nonresidential real property leases. The Debtors disclose that they have reviewed and analyzed real property leases in connection with their going-forward business plan. As of June 2006, the Debtors are party to approximately 193 unexpired leases. The Debtors remind the Court that they have focused their time negotiating and drafting their proposed plan and discussed the course of action with the parties-in-interest. The Debtors need additional time to evaluate the leases in the context of their plan. The Debtors also argue that if the extension isn't granted, then they would be compelled to either: a. assume large, long-term liabilities which would create substantial administrative expense claims, or b. forfeit leases which would otherwise have given additional value to the estates. A list of the Debtors' unexpired nonresidential property leases is available for free at http://ResearchArchives.com/t/s?66c Headquartered in Lancaster, South Carolina, The Thaxton Group, Inc., is a diversified consumer financial services company. The Company filed for Chapter 11 protection on October 17, 2003 (Bankr. Del. Case No. 03-13183). Daniel B. Butz, Esq., Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, represent the Debtors in their restructuring efforts. Alan Kolod, Esq., at Moses & Singer LLP, represents the Offical Committee of Unsecured Creditors. As of Dec. 31, 2005, the Debtors reported assets totaling $98,889,297 and debts totaling $175,693,613. THAXTON GROUP: Has Until November 30 to Remove Prepetition Actions ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware extended, until Nov. 30, 2006, the period within which The Thaxton Group, Inc., and its debtor-affiliates can file notices of removal with respect to prepetition actions pursuant to Bankruptcy Rule 9027. Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, explains that the Debtors' key management personnel have spent most of their time focusing on their operational restructuring and business plan of the Southern Management business. As a result, the Debtors have concentrated their efforts in negotiating and preparing a chapter 11 plan including a reorganized Southern Management business. Mr. Dehney adds that Debtors have devoted substantial resources to marketing and selling their underperforming or non-core business units. To date, the Debtors have managed to consummate the sale of substantially all of their TICO consumer loan portfolios. Mr. Dehney relates that the Debtors have also sold their insurance agency business and commercial lending division. The Debtors believe that extension of the removal period will enable them to make informed decisions about whether or not to remove prepetition actions pending in state courts to the District of Delaware for continued litigation. Headquartered in Lancaster, South Carolina, The Thaxton Group, Inc., is a diversified consumer financial services company. The Company filed for Chapter 11 protection on October 17, 2003 (Bankr. Del. Case No. 03-13183). Daniel B. Butz, Esq., Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, represent the Debtors in their restructuring efforts. Alan Kolod, Esq., at Moses & Singer LLP, represents the Offical Committee of Unsecured Creditors. As of Dec. 31, 2005, the Debtors reported assets totaling $98,889,297 and debts totaling $175,693,613. TRC COS: Inks New $50 Million Credit Facility with Wells Fargo -------------------------------------------------------------- TRC Companies, Inc., entered into a secured credit agreement with Wells Fargo Foothill, part of Wells Fargo & Company, for a $50 million revolving credit facility. The new credit facility, which extends through July 2011, replaces the Company's existing credit facility administered by Wachovia Bank, National Association. TRC used $38 million of the amounts available under the new facility to repay all amounts outstanding under the Company's revolving credit facility with Wachovia. TRC also entered into a loan agreement with Federal Partners, a significant stockholder of the Company, under which Federal Partners has loaned the Company $5 million. The loan is for three years and is subordinated to the rights of Wells Fargo Foothill under the credit facility. "These transactions enhance our financial flexibility as we continue to execute our strategic plan," Chris Vincze, Chief Executive Officer, said. "We appreciate the confidence shown by Wells Fargo Foothill and Federal Partners in TRC's new management team and our vision for the Company's future." "We are pleased to provide TRC with this new, flexible senior credit facility and to support the company's strategic initiatives," Wells Fargo Foothill Vice President Peter Ulmer said. About Wells Fargo Foothill Wells Fargo Foothill (NYSE:WFC) -- http://www.wffoothill.com/-- provides senior secured financing to middle-market companies across the United States and Canada, offering flexible, innovative credit facilities from $10 million to $750 million and more. It is part of Wells Fargo & Company -- http://www.wellsfargo.com/-- a diversified financial services company with $500 billion in assets, providing banking, insurance, investments, mortgage and consumer finance to more than 23 million customers from more than 6,200 stores and the Internet. About TRC Companies Headquartered in Windsor, Connecticut, TRC Companies Inc. (NYSE:TRR) -- http://www.TRCsolutions.com/-- is a customer- focused company that creates and implements sophisticated and innovative solutions to the challenges facing America's environmental, infrastructure, power, and transportation markets. The Company also provides technical, financial, risk management, and construction services to commercial and government customers across the country. Credit Facility Default As reported in the Troubled Company Reporter on July 4, 2006, TRC Companies, Inc., defaulted on its credit facility and is currently operating under a forbearance agreement. The Company's credit facilities have contained covenants and in the future are expected to contain covenants, which, among other things, require it to maintain minimum coverage ratio requirements, maximum leverage ratio requirements, and minimum current assets to total liabilities ratio requirements. At June 30, 2005, the Company failed to comply with these covenants and was required to enter into forbearance agreements with its lenders, and is currently operating under a forbearance agreement. Any future failure to comply with the covenants under its credit facilities could result in further events of default, which, if not cured or waived, could trigger prepayment obligations. UNICO INC: HJ Associates Raises Going Concern Doubt --------------------------------------------------- HJ Associates & Consultants, LLP, expressed substantial doubt about Unico, Incorporated's ability to continue as a going concern after auditing the Company's financial statements for the years ended Feb. 28, 2006 and 2005. The auditing firm pointed to the Company's recurring losses from operations and stockholders' deficit. Unico incurred a $1,773,264 net loss for the year ended Feb. 28, 2006, attributable to ongoing operations. For the year ended Feb. 28, 2005, the Company incurred a loss of $7,345,820. In fiscal year 2006, Unico generated $26,202 of revenues from the sale of concentrates. The Company did not report any revenues in the prior year. The Company's stockholders' deficit increased $1,235,201 in the year ended Feb. 28, 2006, from a deficit of $4,045,223 as of Feb. 28, 2005, to a deficit of $5,280,424 as of Feb. 28, 2006. The Company has accumulated $24,459,162 of net operating losses through Feb. 28, which may used to reduce taxes in future years through 2026. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry-forwards. A full-text copy of the Company's annual report is available for free at http://researcharchives.com/t/s?e36 "We are pleased to have the annual report filed and continue to be enthusiastic about the future of Unico as it moves to build revenues from its subsidiary operations," said Mark A. Lopez, chief executive officer. "This annual report clearly presented challenges for our accounting staff and independent auditors due to the withdrawal of Unico's election to be regulated as a business development company or BDC. As an operating company, Unico needed to present consolidated financial information for its subsidiary companies on a retrospective basis, including those periods of the fiscal year when the company operated as an investment fund. "The annual report reflects several positive developments for the company including the settlement of any and all pending legal issues and a significant reduction in the company's payables. Unico now looks forward to the progress of operations in its subsidiaries for this fiscal year, and we expect to update shareholders on recent events at the Deer Trail Mine and processing facility in the very near future," added Mr. Lopez. Convertible Debentures From September 2004 through March 2005, Unico issued convertible debentures aggregating approximately $625,000 to Reef Holding, Ltd. and approximately $467,500 to Kentan Limited Corp. that were unpaid, and in default, as of February 9, 2006. The holders of the convertible debentures had assigned portions of the Debentures to Blue Marble Investments, Outboard Investments, Umbrella Holdings and Yanzu, Inc. Because Unico, Incorporated failed to pay the Debentures when due, a total of ten lawsuits were filed by these Debenture holders against Unico in the Twelfth Circuit (State) Court in Florida (Case Nos. 2006-CA-003385-NC, 2006-CA-001230-NC, 2006-CA-001825- NC, 2006-CA-003067-NC, 2006-CA-001229-NC, 2006-CA-002111-NC, 2006- CA-002597-NC, 2006-CA-003068-NC, 2006-CA-004264-NC and 2006-CA- 003851-NC). The Debentures provided that the principal amount and accrued interest were convertible, at the option of the holders of the Debentures, into Unico's common stock at a price per share equal to 50% of the closing bid price of Unico's common stock as quoted on the OTC Bulletin Board on the immediately preceding trading day prior to the notice of conversion. Unico agreed to settle each action by issuing shares of its common stock to the plaintiffs using a valuation of approximately 14% to 20% of the then existing bid price of Unico common stock. From February 9, 2006 until May 12, 2006, in connection with the exercise of conversion rights by the holders of the Debentures and pursuant to the litigation settlements, Unico issued an aggregate of 4,400,668,559 shares of its common stock. About Unico Unico, Incorporated (OTCBB: UNCN) -- http://www.uncn.com/-- is a publicly traded natural resource company in the precious metals mining sector focused on the exploration, development and production of gold, silver, lead, zinc, and copper concentrates at its three mine properties: the Deer Trail Mine, the Bromide Basin Mine and the Silver Bell Mine. UNITED SURGICAL: Moody's Ups Rating on $150 Mil. Sr. Notes to Ba3 ----------------------------------------------------------------- Moody's Investors Service assigned a rating of Ba2 to the proposed $200 million term loan B for USP Domestic Holdings, Inc., which is a wholly-owned subsidiary of United Surgical Partners International, Inc., the ultimate parent company. Concurrently, Moody's upgraded the corporate family rating of United Surgical Partners Holdings, Inc. to Ba2 from B1 and moved it to Holdings. Moody's also upgraded the rating on the $150 million senior subordinated notes due 2011 at USPH to Ba3 from B3. The rating outlook for Holdings has been changed to stable, concluding a review of the company's ratings for possible upgrade initiated on Feb. 6, 2006. The proceeds of the term loan B will be used to finance the announced tender for the $150 million senior subordinated notes, reduce current revolver outstandings and pay fees and expenses related to the financing. Moody's took these rating actions: Assigned these proposed ratings: USP Domestic Holdings, Inc. - $200 million senior secured term loan B, due 2013, Ba2 - Corporate Family Rating, Ba2 - Outlook stable Upgraded these ratings: United Surgical Partners Holdings, Inc. - $150 million guaranteed senior subordinated notes due 2011, Ba3 The sub note rating will be withdrawn upon the successful conclusion of the tender offer. The assignment of a Ba2 rating to the proposed, $200 million senior secured term loan and the upgrade in the Corporate Family Rating to Ba2 from B1 reflects the improved financial profile of the company both on a standalone basis and on a consolidated basis including the recent Surgis acquisition. More specifically, the ratings primarily reflect these factors: 1) strong cash flow generation capabilities and correspondingly moderate leverage; 2) strong interest coverage; and 3) a sound business model. The company has established a sound operating track record that has proven the effectiveness of its business model. The model is dominated by three-way partnerships in which ownership in a center or group of centers is shared with a leading not-for-profit hospital group as well as physician-owners. NFP involvement shares risk, raises more capital and provides access to new physician partners and preferred site locations, thereby enhancing growth capabilities. United Surgical's model also utilizes a multi-specialty approach with facilities that are larger than most of its competitors. Its focus in orthopedics and pain management result in favorable reimbursement levels and low government payor risk. The stable ratings outlook reflects Moody's expectation that United Surgical will continue to increase top-line growth and improve EBITDA margins by expanding the number of surgical centers opened per year. Moody's believes that the company will maintain a disciplined approach to balance sheet strength as it assimilates the Surgis acquisition. Base growth is expected to continue at a rate of 5% or more per year, exclusive of acquisitions. The ratings could come under upward rating pressure if free cash flow to adjusted debt improves to a sustainable level above 25%. Downgrade pressure could also occur if the company encounters difficulties in assimilating the Surgis acquisition, resulting in a deterioration of free cash flow to debt to a level within the range of 10% to 15%. The ratings could also be downgraded if the company deviates from a disciplined financial policy regarding balance sheet, cash flow and debt repayment objectives. United Surgical Partners International, which is headquartered in Dallas, Texas, currently maintains ownership interests or operates 128 surgical facilities. Of the company's 125 domestic surgery centers, 68 are jointly owned with not-for-profit healthcare systems. United Surgical also operates three facilities in the United Kingdom. USP DOMESTIC: Moody's Rates Proposed $200 Mil. Senior Loan at Ba2 ----------------------------------------------------------------- Moody's Investors Service assigned a rating of Ba2 to the proposed $200 million term loan B for USP Domestic Holdings, Inc., which is a wholly-owned subsidiary of United Surgical Partners International, Inc., the ultimate parent company. Concurrently, Moody's upgraded the corporate family rating of United Surgical Partners Holdings, Inc. to Ba2 from B1 and moved it to Holdings. Moody's also upgraded the rating on the $150 million senior subordinated notes due 2011 at USPH to Ba3 from B3. The rating outlook for Holdings has been changed to stable, concluding a review of the company's ratings for possible upgrade initiated on February 6, 2006. The proceeds of the term loan B will be used to finance the announced tender for the $150 million senior subordinated notes, reduce current revolver outstandings and pay fees and expenses related to the financing. Moody's took these rating actions: Assigned these proposed ratings: USP Domestic Holdings, Inc. - $200 million senior secured term loan B, due 2013, Ba2 - Corporate Family Rating, Ba2 - Outlook stable Upgraded these ratings: United Surgical Partners Holdings, Inc. - $150 million guaranteed senior subordinated notes due 2011, Ba3 The sub note rating will be withdrawn upon the successful conclusion of the tender offer. The assignment of a Ba2 rating to the proposed, $200 million senior secured term loan and the upgrade in the Corporate Family Rating to Ba2 from B1 reflects the improved financial profile of the company both on a standalone basis and on a consolidated basis including the recent Surgis acquisition. More specifically, the ratings primarily reflect these factors: 1) strong cash flow generation capabilities and correspondingly moderate leverage; 2) strong interest coverage; and 3) a sound business model. The company has established a sound operating track record that has proven the effectiveness of its business model. The model is dominated by three-way partnerships in which ownership in a center or group of centers is shared with a leading not-for-profit hospital group as well as physician-owners. NFP involvement shares risk, raises more capital and provides access to new physician partners and preferred site locations, thereby enhancing growth capabilities. United Surgical's model also utilizes a multi-specialty approach with facilities that are larger than most of its competitors. Its focus in orthopedics and pain management result in favorable reimbursement levels and low government payor risk. The stable ratings outlook reflects Moody's expectation that United Surgical will continue to increase top-line growth and improve EBITDA margins by expanding the number of surgical centers opened per year. Moody's believes that the company will maintain a disciplined approach to balance sheet strength as it assimilates the Surgis acquisition. Base growth is expected to continue at a rate of 5% or more per year, exclusive of acquisitions. The ratings could come under upward rating pressure if free cash flow to adjusted debt improves to a sustainable level above 25%. Downgrade pressure could also occur if the company encounters difficulties in assimilating the Surgis acquisition, resulting in a deterioration of free cash flow to debt to a level within the range of 10% to 15%. The ratings could also be downgraded if the company deviates from a disciplined financial policy regarding balance sheet, cash flow and debt repayment objectives. United Surgical Partners International, which is headquartered in Dallas, Texas, currently maintains ownership interests or operates 128 surgical facilities. Of the company's 125 domestic surgery centers, 68 are jointly owned with not-for-profit healthcare systems. United Surgical also operates three facilities in the United Kingdom. VARIG S.A.: Preliminary Injunction Continued to September 14 ------------------------------------------------------------ The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York continues the Preliminary Injunction in effect in VARIG S.A. and its debtor affiliates' case through and including Sept. 14, 2006, subject to these conditions: a. The Foreign Debtors' implementation of the Contingency Plan for the return of leased any aircraft, engines or other equipment; b. Qualified and authorized lessor representatives being provided access to the Aircraft to monitor the: -- maintenance of the Aircraft; and -- process of returning the Aircraft pursuant to the Contingency Plan, if applicable; c. The Foreign Debtors' obligation not to remove or permit the removal of parts from the Aircraft other than for maintenance reasons or for purposes of returning parts to their proper airframe in accordance with the Contingency Plan; and d. The Foreign Debtors' compliance with judicial relief granted by other United States courts with respect to the return of Aircraft. The Bankruptcy Court directs the Foreign Debtors to continue to use their best efforts to promptly implement the Contingency Plan, including by removing from commercial service and grounding the Aircraft within 10 days of the earlier of: * July 21, 2006; or * receipt of a formal written demand for the return by: Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York 10036 Attn: Rick B. Antonoff, Esq., unless the lessor or secured party has (i) otherwise obtained judicial relief with respect to the return of the Aircraft, in which case, the other judicial relief will supersede the Preliminary Injunction Order; (ii) agreed to other treatment of the Aircraft; or (iii) not formally demanded the return of the Aircraft by serving a written demand. The Court will hold a hearing on Sept. 13 at 10:00 a.m., to consider: -- a further extension the Preliminary Injunction; or -- the entry of a Permanent Injunction. 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. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000) VARIG S.A.: Will Appoint New Chief Executive Officer this Week -------------------------------------------------------------- VARIG S.A. is set to announce a new chief executive officer to replace Marcelo Bottini this week, Bloomberg News reports, citing O Estado de Sao Paulo. Bloomberg says Maria Silvia Bastos Marques has been offered the CEO position at the airline. Ms. Marques, Estado noted, is a partner at investment firm MS & CR2 Financas Corporativas in Rio de Janeiro, Brazil. She is the former chief executive officer of Cia. Siderurgica Nacional, Brazil's third-largest steelmaker, Estado said. 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. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000) VICTORY HEALTH: Moody's Withdraws Ba2 Rating in $40.6 Mil. Bonds ---------------------------------------------------------------- Moody's Investors Service has withdrawn the Ba2 rating assigned to approximately $40.6 million of outstanding Series 1997A Bonds issued by Victory Health Services (IL) (VHS) through the Illinois Health Facilities Authority. On or about July 1, 2006, VHS sold its two acute care hospitals to Community Health Systems. Proceeds from the sale have been escrowed in an amount that the Bond Trustee has determined is sufficient to pay the principal and interest due on Aug. 15, 2007 and to redeem the remaining outstanding bonds on Aug. 15, 2007 at a redemption price of 101% of the principal amount. VHS has no other publicly rated debt outstanding. WINDOW ROCK: Confirmation Hearing Scheduled for August 9 -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California set August 9, 2006, to consider confirmation of Window Rock Enterprises Inc.'s Third Amended Plan of Reorganization. The Court gave the Debtor authority to solicit acceptances for the Plan after approving the Debtor's Second Amended Disclosure Statement on June 30, 2006. Creditors have until July 28, 2006, to file written objections to and cast votes on the Debtor's Plan. Written objections must be received on or before 4:00 p.m. of July 28 by: (a) Debtor's counsel Robert E. Opera, Esq. Winthrop Couchot Professional Corporation 660 Newport Center Drive, Fourth Floor Newport Beach, CA 92660 (b) Counsel to the Official Committee of Unsecured Creditors Scoot F. Gautier, Esq. Peitzman, Weg & Kempinsky LLP 10100 Santa Monica Boulevard, Suite 1450 Los Angeles, CA 90067 (c) United States Trustee Michael Hauser, Esq. 411 West Fourth St., Suite 941 Santa Ana, CA 92701 The Debtor will file by Aug. 3, 2006: (a) a confirmation brief; (b) ballot tally; and (c) reply to any objections. Terms of the Plan The Plan classifies claims into seven classes. Allowed priority unsecured claims will be paid in full. The legal, equitable and contractual rights of interest holders, will not be altered or modified under the Plan. Ventana Group LLC's $500,000 allowed secured claim will be paid in full through six monthly installments commencing on the first day of the full month after the effective date of the plan. Ventana Group will retain the liens encumbering its collateral and will reconvey the lender liens after full payment of its allowed secured claim. Other allowed secured claims, at the Debtor's discretion, will be paid through three options: Option 1: Class 2 claims shall be paid in full through 24 equal monthly installments equal to their claim, plus interest calculated at the rate of 2.5% over the prime rate of interest as published in the Wall Street Journal on the Effective Date. Creditor's class 2 allowed secured claim will continue to be secured by its existing lien encumbering its collateral. Upon full payment, the creditor's lien shall be released and the Debtor will retain title to such collateral free and clear of the creditor's lien. Any deficiency will be treated as a general unsecured claim. Option 2: Class 2 creditor's collateral will be returned to the creditor on the Effective Date in full satisfaction of the creditor's allowed secured claim. Any deficiency will be treated as a general unsecured claim. Option 3: Holders of class 2 allowed secured claim can demand or receive accelerated payment of such claim after the occurrence of a default. Allowed secured claims for taxes, will receive cash installment payments in equal quarterly installments of principal and interest, and will be in an amount sufficient to fully amortize an allowed secured claim over a period of 5 years from and after the petition date. The outstanding and unpaid amount of each allowed secured claim will bear interest, commencing on the Effective Date and continuing until the allowed secured claim is paid in full, at the lesser of: (a) the interest rate available on ninety-day U.S. treasuries as of the Effective Date; or (b) the rate provided by Section 6621(a) of the Internal Revenue Code on the Effective Date. Allowed general unsecured claims will be paid through two payments: (a) Initial Distribution: Holders of allowed general unsecured claims will receive an amount equal to a pro rata share of a cash fund to be established by the Debtor in an amount equal to the aggregate of: * $8 million; and * any net recoveries received by the Debtor prior to the confirmation date. (b) Final Distribution: Holders of allowed general unsecured claims will receive an amount equal to a pro rata share of a cash fund to be established by the reorganized Debtor in an amount equal to the aggregate of: * any net recoveries received by the reorganized Debtor on or after the confirmation date; * any amount of De Minimis Distributions; * any unclaimed property with respect to class 5 claims released to the reorganized Debtor; and * any cash deposited into the disputed claims reserve with respect to a class 5 disputed claim that is released to the reorganized Debtor. Under the Plan, allowed subordinated unsecured claims, will be paid in full in 20 equal annual installment payments. A copy of the Redlined Second Amended Disclosure Statement is available for a fee at: http://www.researcharchives.com/bin/download?id=060724223036 About Window Rock Headquartered in Brea, California, Window Rock Enterprises Inc. -- http://windowrock.net/-- manufactures and sells all-natural dietary and nutritional supplements. The Debtor is also producing its own TV, radio and print advertising campaigns for nutritional and dietary supplements and has distribution in over 40,000 Food Drug Mass Clubs as well as Health and Fitness Channels. The Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr. C.D. Calif. Case No. 05-50048). Robert E. Opera, Esq., Winthrop Couchot, PC represents the Debtor in its restructuring efforts. The Official Committee of Unsecured Creditors selected Peiztman, Weg & Kempinsky, LLP, as its counsel. When the Debtor filed for protection from its creditors, it listed estimated assets of $10 million to $50 million and estimated debts of more than $100 million. YUKOS OIL: CEO Steven Theede Steps Down, Expects Liquidation ------------------------------------------------------------ OAO Yukos Oil Co. CEO Steven Theede resigned after court-appointed bankruptcy manager Eduard Rebgun recommended the liquidation of the Moscow-based oil firm. Mr. Theede, who will leave his post on Aug. 1, said there was "nothing left" he could do to prevent the company's liquidation, Andrew E. Kramer writes for The New York Times, citing Mr. Theede's letter to the board released hours before a bankruptcy hearing in Moscow. Mr. Theede revealed that Mr. Rebgun's report values the company's assets at RUB450 billion (US$16.89 billion). "Based upon these figures, Mr. Rebgun concludes that the financial rehabilitation of Yukos is not possible due to the insolvency he finds in his analysis," Mr. Theede said. "However, based upon the analysis performed thus far by Yukos, Yukos is solvent and Mr. Rebgun's claim and asset summaries are flawed." According to Mr. Theede, Mr. Rebgun asserts that there are approximately RUB500 billion (US$18.76 billion) in claims against the company. "This figure does not comport with the claim information recently provided to Yukos by Mr. Rebgun showing that US$16.98 billion of claims have been admitted by the Moscow Arbitration Court, which is actually less than the claims that Yukos had assumed it would have to pay in its June 1, 2006 Plan Outline, and significantly less than the value of Yukos' assets," Mr. Theede continued. Mr. Theede insists that a Yukos representative was barred from obtaining a copy of Mr. Rebgun's report, thus speculating as to what Mr. Rebgun's methodology in calculating Yukos' asset value. "This figure is materially in error and significantly below the fair market value of Yukos' assets, particularly given the rising price of oil and natural gas in world markets," Mr. Theede said. "Recent market events show that Yukos' approximately US$30 billion valuation of its business is a conservative estimate. Since Yukos proposed its Plan Outline, the market price for crude oil has continued to rise and is now over $75 per barrel." Gregory L. White of The Wall Street Journal reports that Mr. Rebgun dismissed Mr. Theede's comments as "emotional". Mr. Rebgun said he will make the details of his analysis public tomorrow, July 26, the WSJ relates. Yukos creditors will reconvene tomorrow, July 25, to decide whether to recommend the company's liquidation or accept a Yukos- backed recovery plan. About Yukos Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an open joint stock company existing under the laws of the Russian Federation. Yukos is involved in energy industry substantially through its ownership of its various subsidiaries, which own or are otherwise entitled to enjoy certain rights to oil and gas production, refining and marketing assets. The Company filed for Chapter 11 protection Dec. 14, 2004 (Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark. A few days later, the Government sold its main production unit Yugansk, to a little-known firm Baikalfinansgroup for US$9.35 billion, as payment for US$27.5 billion in tax arrears for 2000- 2003. Yugansk eventually was bought by state-owned Rosneft, which is now claiming more than US$12 billion from Yukos. On March 10, a 14-bank consortium led by Societe Generale filed a bankruptcy suit in the Moscow Arbitration Court in an attempt to recover the remainder of a US$1 billion debt under outstanding loan agreements. The banks, however, sold the claim to Rosneft, prompting the Court to replace them with the state- owned oil company as plaintiff. On April 13, court-appointed external manager Eduard Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y. Case No. 06- 10775), in an attempt to halt the sale of Yukos' 53.7% ownership interest in Lithuanian AB Mazeikiu Nafta. On May 26, Yukos signed a US$1.49 billion Share Sale and Purchase Agreement with PKN Orlen S.A., Poland's largest oil refiner, for its Mazeikiu ownership stake. The move was made a day after the Manhattan Court lifted an order barring Yukos from selling its controlling stake in the Lithuanian oil refinery. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Shareholders Total Working Equity Assets Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------------ ------- -------- Abraxas Petro ABP (22) 125 (6) AFC Enterprises AFCE (44) 176 31 Alaska Comm Sys ALSK (29) 550 12 Alliance Imaging AIQ (29) 683 19 AMR Corp. AMR (1,272) 29,918 (1,924) Atherogenics Inc. AGIX (114) 227 182 Bally Total Fitn BFT (1,430) 452 (430) Biomarin Pharmac BMRN 46 488 322 Blount International BLT (134) 462 129 CableVision System CVC (2,468) 12,832 2,643 CCC Information CCCG (95) 112 34 Centennial Comm CYCL (1,069) 1,409 32 Cenveo Inc CVO (56) 1,045 157 Choice Hotels CHH (148) 274 (68) Cincinnati Bell CBB (727) 1,888 33 Clorox Co. CLX (427) 3,622 (258) Columbia Laborat CBRX 11 43 24 Compass Minerals CMP (59) 702 171 Crown Holdings I CCK (124) 7,287 174 Crown Media HL CRWN (165) 1,229 93 Deluxe Corp DLX (71) 1,394 (264) Domino's Pizza DPZ (609) 395 4 Echostar Comm DISH (690) 8,935 1,438 Emeritus Corp. ESC (105) 725 (19) Emisphere Tech EMIS (26) 13 (11) Encysive Pharm ENCY (38) 119 82 Foster Wheeler FWLT (239) 2,032 (52) Gencorp Inc. GY (88) 990 (28) Graftech International GTI (175) 919 286 H&E Equipment HEES 204 667 13 I2 Technologies ITWO (65) 195 (20) ICOS Corp ICOS (51) 248 121 IMAX Corp IMAX (25) 238 33 Incyte Corp. INCY (38) 399 189 Indevus Pharma IDEV (134) 86 50 J Crew Group Inc. JCG (489) 353 97 Koppers Holdings KOP (100) 556 150 Kulicke & Soffa KLIC 46 399 204 Labopharm Inc. DDS (8) 46 9 Level 3 Comm. Inc. LVLT (546) 8,284 713 Ligand Pharm LGND (212) 289 (144) Lodgenet Entertainment LNET (66) 262 15 Maxxam Inc. MXM (661) 1,048 101 Maytag Corp. MYG (187) 2,954 150 McDermott Int'l MDR 50 3,160 277 McMoran Exploration MMR (21) 434 (38) Movie Gallery MOVI (171) 1,248 (843) NPS Pharm Inc. NPSP (129) 287 212 New River Pharma NRPH 3 96 82 Omnova Solutions OMN (6) 366 67 ON Semiconductor ONNN (224) 1,211 251 Qwest Communication Q (3,060) 21,126 (923) Riviera Holdings RIV (30) 219 7 Rural/Metro Corp. RURL (93) 302 50 Sepracor Inc. SEPR (109) 1,277 928 St. John Knits Inc. SJKI (52) 213 80 Sulphco Inc. SUF 31 42 32 Sun Healthcare SUNH 1 531 (46) Sun-Times Media SVN (198) 1,038 (271) Tivo Inc. TIVO (33) 143 19 USG Corp. USG (496) 6,522 1,956 Vertrue Inc. VTRU (24) 466 (78) Weight Watchers WTW (42) 856 (69) WR Grace & Co. GRA (548) 3,506 881 ********* 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 ***