T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 14, 2007, Vol. 11, No. 62 Headlines ADVANCED MICRO: Poor Performance Cues Moody's to Cut Rating to B1 AINSWORTH LUMBER: Reports $78.1 Million Net Loss in 4th Qtr. 2006 AMERENCIPS: Moody's Cuts Issuer Rating to Ba1 from Baa3 AMERICAN CAMSHAFT: Committee Retains Mesirow as Financial Advisor AMERICAN CELLULAR: Makes Further Amendments to Sr. Notes Offering AMERICAN TISSUE: Trustee Wants Giuliano Miller as Accountant AMERICAN TISSUE: Trustee Hires Gambino as Private Investigator AMTROL INC: Wants Until June 18 to Remove Prepetition Actions ANALYTICAL SURVEYS: Posts $332,000 Net Loss in Qtr. Ended Dec. 31 ANGELA EVANS: Case Summary & Seven Largest Unsecured Creditors ASBURY AUTOMOTIVE: Moody's Rates Proposed $150MM Sr. Notes at B3 ATTACHMATE CORP: Fitch Rates Proposed $500 Mil. Facility at B BEAR STEARNS: Moody's Rates Class M-10 Certificates at Ba1 BELL MICROPRODUCTS: Lenders Waive SEC 10-Q Filing Until May 31 BELL MICROPRODUCTS: Has Until May 22 to Comply with Nasdaq Rules BOSTON SCIENTIFIC: Amends Corporate Governance Guidelines CALPINE CORP: Can Convert $5 Billion Financing to Exit Facility CAPRIUS INC: Posts $787,275 Mil. Net Loss in Qtr. Ended Dec. 31 CATHOLIC CHURCH: Davenport Gives Verified Statements from 3 Agents CATHOLIC CHURCH: Portland Estimation Proceeding Starts CELERO TECH: Ch. 7 Trustee Hires Citizen as Computer Professional CHENIERE ENERGY: 2006 Annual Net Loss Increases to $145.8 Million CILCORP INC: Moody's Pares Senior Debt's Rating to Ba2 from Ba1 CITATION CORP: Files Chapter 22 to Implement Debt-to-Equity Plan CITATION CORP: Case Summary & 20 Largest Unsecured Creditors CLECO CORP: Net Income Decreases to $74.5 Million in 2006 CMS ENERGY: Fitch Raises Preferred Stock's Rating to B from B- CNH GLOBAL: Good Performance Prompts Moody's Stable Outlook COLEMAN CABLE: Copperfield Deal Prompts Moody's to Review Ratings COLLINS & AIKMAN: Executive Vice President Maryann Wright Resigns COLLINS & AIKMAN: Three Parties Object to Examiner Appointment COLORADO-COLONIE: Voluntary Chapter 11 Case Summary COMMUNICATIONS CORP: Will Sell Some Television Stations to Lenders CONMED CORP: Incurs $12.5 Million Net Loss in Year Ended Dec. 31 CONSOLIDATED CONTAINER: Increases Cash Payment for Senior Notes CONSUMERS ENERGY: Fitch Lifts Senior Debt's Rating to BBB- from BB CWABS ASSET: Moody's Assigns Ba1 Rating to Class B Certificates DAIMLERCHRYSLER: CAW Local 1285 Members Votes for New Agreement DANA CORP: Court Okays Rejection of 9 Equipment & Consulting Pacts DANA CORP: Court Approves George Koch Settlement Agreement DARRELL GRAHAM: Case Summary & 20 Largest Unsecured Creditors DELPHI CORP: Discloses Claims Transfers Totaling More Than $200MM DELPHI CORP: Judge Rosen Grants Shareholders Access to Delphi Docs DOLLAR GENERAL: Inks $7.3 Billion Merger Pact with Kohlberg Kravis DOLLAR GENERAL: Buyout Cues Fitch to Cut Sr. Notes' Rating to B+ DOLLAR GENERAL: Buyout Cues Moody's to Review Ratings DOLLAR GENERAL: Buyout Prompts S&P to Cut Ratings to BB+ from BBB- DRESSER INC: Moody's Puts Ratings on Review for Possible Downgrade DS WATERS: Moody's Cuts Corporate Family Rating to B3 from B2 DUNKIN' BRANDS: S&P Withdraws B- Corporate Credit Rating DURA AUTOMOTIVE: Creditors Must File Proofs of Claim by May 1 DURA AUTOMOTIVE: Wants Lease-Decision Period Extended to May 28 DYNEGY HOLDINGS: Fitch May Put BB Rating on Proposed Sr. Facility E&A ENTERPRISES: Case Summary & Largest Unsecured Creditor EMI GROUP: Warner Music May Attempt Fresh Takeover Offer ENERGY PARTNERS: Moody's Cuts Corp. Family Rating to B3 from B2 ENTERGY NEW ORLEANS: Wants Stanley Flanagan as Special Counsel ENTERGY NEW ORLEANS: Wants $17.6 Million Claims Disallowed EURONET WORLDWIDE: Moody's Rates Proposed $265 Million Debt at Ba2 EVERGREEN ELDER: Case Summary & 20 Largest Unsecured Creditors FORD MOTOR: Aston Martin CEO Vows to Make It World's Number One FRANKLIN TIMBER: Case Summary & 20 Largest Unsecured Creditors FREEPORT-MCMORAN: Offers $6 Bil. Notes to Fund Phelps Dodge Buy FREEPORT-MCMORAN: Fitch Rates $11 Billion Loans at BB GENERAL CABLE: Launches $285 Million Senior Notes Offering GENERAL MOTORS: To Pay $1 Billion in Settlement Charges to GMAC GRANT PRIDECO: Earns $140.1 Million in Quarter Ended December 31 GREAT LAKES: S&P Lifts Corporate Credit Rating to B from CCC+ GREENPARK GROUP: Case Summary & 11 Largest Unsecured Creditors HEALTH NET: Good Performance Prompts S&P to Upgrade Ratings HERBALIFE LTD: Increases Net Income to $143 Million in Year 2006 HOME PRODUCTS: Panel Hires Giuliani Capital as Financial Advisor INTEGRATED ELECTRICAL: Names C. Haas as Supply Chain Management VP INT'L RECTIFIER: Fitch Lifts Issuer Default Rating to BB from BB- JP MORGAN: S&P Puts Default Rating on Class M Certificates JANI KASSU: Voluntary Chapter 11 Case Summary JORDAN RIVER: Case Summary & 16 Largest Unsecured Creditors JULIANNA REALTY: Case Summary & Two Largest Unsecured Creditors KARA OF DOVER: Case Summary & 20 Largest Unsecured Creditors KAYDON CORP: Earns $69.5 Million in Year Ended December 31 KING PHARMACEUTICALS: Earns $289 Million in Year Ended December 31 KODY BONIN: Voluntary Chapter 11 Case Summary LIBERTY MEDIA: Earns $840 Million in Year Ended December 31 LYDRIS MANAGEMENT: Voluntary Chapter 11 Case Summary MAGNA CUM LATTE: Case Summary & 18 Largest Unsecured Creditors MANITOWOC COMPANY: Earns $43.9 Million in Quarter Ended Dec. 31 MEDIFACTS INT'L: Sells Clinical Research Business for $2.1 Million MIRANT CORP: Earns $1.3 Billion for Quarter Ended December 31 MOUNT EVEREST: Case Summary & 20 Largest Unsecured Creditors NATIONAL RETAIL: Moody's Holds Preferred Stocks' Ratings at Ba1 NELLSON NUTRACEUTICAL: Fremont & 2nd-Lien Lenders Pact Denied NELLSON NUTRACEUTICAL: Has Until March 26 to File Chapter 11 Plan NEW CENTURY: Attorney's Office and SEC Set Separate Company Probe NEW CENTURY: Says Loan Obligation to Credit Suisse is $1.4 Billion NEW CENTURY: DB Structured Ends Financing Despite Amended Pact NEW CENTURY: More Lenders Terminate Financing Commitments NEWCOMM WIRELESS: Has Until July 2 to Remove Civil Actions O GENTRY WALSH: Case Summary & 20 Largest Unsecured Creditors ON TOP COMMS: Seeks to Obtain $50,000 in DIP Financing ORECK CORP: S&P Pares Corporate Credit Rating to B- from B+ OUR LADY OF MERCY: Montefiore Offers $9 Million Purchase Price PHELPS DODGE: Freeport Offers $6 Billion Notes to Fund Phelps Buy PHELPS DODGE: Fitch Cuts 7.375% Notes' Rating to BB- from BBB PINNACLE FOODS: S&P Junks Rating on Proposed $650 Mil. Sr. Notes PLY GEM: Moody's Rates $105 Million First-Lien Loan at B1 QUIKSILVER INC: Poor Quarter Result Cues S&P's Negative Watch RADIOSHACK CORP: Moody's Downgrades Corporate Family Rating to Ba1 REFCO INC: Ch. 7 Trustee Wants Lease-Decision Deadline Extended REFCO INC: Plan Administrators Want May 11 Removal Period Deadline REXNORD LLC: Posts $4.5 Million Net Loss in Quarter Ended Dec. 30 SEPRACOR INC: Earns $99.1 Million in Quarter Ended December 31 SIERRA HEALTH: UnitedHealth Deal Cues S&P's Positive CreditWatch SMURFIT-STONE: Moody's Cuts Senior Unsecured Notes' Rating to B3 SMURFIT-STONE: S&P Junks Rating on Proposed $675 Mil. Senior Notes SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1 SOUTHERN UNION: Earns $64.1 Million in Year Ended December 31 S.T.N. Properties: Case Summary & Largest Unsecured Creditor SUN HEALTHCARE: Moody's Places Corporate Family Rating at B1 SUN HEALTHCARE: S&P Junks Rating on $200 Mil. Subordinated Notes TAKE-TWO: Post $21.5 Mil. Net Loss in First Quarter Ended Jan. 31 TOWER AUTOMOTIVE: Amended General Motors Pact Filed Under Seal TOWER AUTOMOTIVE: Stutman Treister OK'd as Panel Conflicts Counsel TRW AUTOMOTIVE: Fitch Rates Senior Subordinated Notes at B+ TRW AUTOMOTIVE: Moody's Rates New Senior Notes at Ba3 TV INC: Case Summary & 20 Largest Unsecured Creditors TWL CORP: Fiscal Second Quarter Net Loss Rises to $4.3 Million TXU CORP: Probe Unveils Manipulation of Electricity Prices UNICAPITAL: Fitch Withdraws Junk Ratings on 4 Certificate Classes WAMU MORTGAGE: Moody's Rates Class B-12 Certificates at Ba1 WARNER MUSIC: May Attempt Fresh Takeover Offer for EMI Group WARP 9: December 31 Balance Sheet Upside-Down by $1.1 Million WCI COMMUNITIES: Carl Icahn Intends to Make $22 per Share Offer WCI COMMUNITIES: Issues Statement Regarding Carl Icahn's Offer WHERIFY WIRELESS: Dec. 31 Balance Sheet Upside-Down by $20.7 Mil. WISE METALS: Weak Earnings Prompt S&P's Developing Outlook YUKOS OIL: More Asset Auctions to Be Announced This Week * Upcoming Meetings, Conferences and Seminars ********* ADVANCED MICRO: Poor Performance Cues Moody's to Cut Rating to B1 ----------------------------------------------------------------- Moody's Investors Service lowered AMD's corporate family rating to B1 from Ba3. The outlook is stable. The downgrade reflects AMD's weaker than expected operating performance in the last two quarters and Moody's expectations that the next couple of quarters will remain very challenging as a result of Intel's strong competitive pressure as well as some level of excess inventory at both AMD and Intel. As a result, Moody's expects a continued aggressive pricing environment over the near term, especially in the server market, an area that had been a key driver to AMD's improved operating results during 2006. The company recently pre-announced weaker than expected first quarter results that we believe reflect the sector's challenges on both a unit as well as on an average selling price basis. Although the company's position in the server, desktop and notebook business segments remains good, with its overall microprocessor unit market share is near an all time high of about 25%, AMD is at least a quarter away from providing its customers with products at the next technology/performance node, a level where Intel is now comfortably positioned. Therefore, notwithstanding AMD's continued expansion into and penetration of OEM customers, with Dell being the most notable new customer in 2006, Moody's believes that AMD will be at a cost and product disadvantage until it introduces and ramps more advanced products toward the middle of 2007. Moody's had commented last October that AMD's ratings could come under pressure if: * AMD's profitability or market share were to materially erode for more than two consecutive quarters, * the company's currently good liquidity profile were to erode materially, thus impacting AMD's ability to make necessary investments in technology and manufacturing capacity, or * AMD did not make progress in reducing leverage as measured by balance sheet debt to EBITDA to approximately 1.2x by the end of fiscal 2007. With the prospect of lower than previously anticipated revenue combined with the high fixed cost nature of its business, Moody's expects that operating profitability and cash flow generation will be negatively impacted. As a result, Moody's anticipates that AMD will be more challenged than previously anticipated to internally fund the build out of its 300 millimeter production capacity, which is essential to AMD keeping pace with manufacturing cost reduction and process node advances, while at the same time maintaining strong balance sheet liquidity and reducing debt levels. Elements that support AMD's stable outlook include: * the overall strength of AMD's product portfolio and roadmap, which Moody's believes should result in the maintenance of market share or even some expansion as personal computer manufacturers seek to better balance their sources of microprocessor supply; * AMD's broader and deeper penetration of OEM customers, and * the favorable intermediate term prospects for the ATI acquisition in enhancing AMD's competitive position in the broader and faster growing consumer electronics space, further diversifying the company's revenue base. Notwithstanding the lower corporate family rating, the ratings on the secured $390 million notes and secured term loan remain at Ba3, reflecting their superior position in AMD's capital structure. As Moody's commented last year, to the extent that secured debt declines to below $2.5 billion, the security package benefiting the $390 million senior note holders would be released. Absent any other change, such collateral release would cause the then unsecured senior note rating to decline by up to two notches from its existing Ba3 level, reflecting its more junior position in AMD's capital structure. Ratings revised: * Corporate Family Rating to B1 from Ba3 * $390 million senior secured note due August 2012 at Ba3, LGD3, 38% from 47% * $2.5 billion senior secured term loan due 2013 at Ba3, LGD3, 38% from 47% * Probability-of-default rating to B1 from Ba3 AMD's ratings or outlook could come under downward pressure to the extent that product launches are delayed, if it experiences operating losses in the second half of 2007, or if cash levels fall below $1 billion. Alternatively, upwards rating pressure could emerge if AMD is able to make progress towards sustainable free cash flow from operations, which would enhance financial flexibility that is critical in the capital intensive and volatile microprocessor segment. Advanced Micro Devices, Inc., headquartered in Sunnyvale, California, designs and manufactures microprocessors and other semiconductor products. AINSWORTH LUMBER: Reports $78.1 Million Net Loss in 4th Qtr. 2006 ----------------------------------------------------------------- Ainsworth Lumber Co. Ltd. reported a net loss of $78.1 million for the fourth quarter of 2006 and a net loss of $108 million for the year 2006. This compares to net income of $19.9 million for the fourth quarter of 2005 and net income of $153.2 million. for the year 2005. OSB prices were substantially lower in 2006 compared to 2005. The benchmark North Central OSB price in 2006 averaged $218 per msf compared to $316 per msf in 2005. The decline in prices reflects significantly weakened demand for OSB as U.S. housing starts fell to a seasonally adjusted annual rate of 1.8 million in 2006 compared to 2.1 million in 2005. New home construction steadily decreased throughout 2006, from a seasonally adjusted annual rate of 2.1 million in the first quarter to 1.6 million in the fourth quarter of 2006. OSB shipment volume was 15% lower in 2006 compared to 2005, reflecting market-related mill curtailments, a permanent closure of one of its Minnesota-based production lines, and extended maintenance downtime. Total 2006 sales decreased by $421.1 million compared to the prior year as a result of the combined effect of lower sales prices and reduced shipment volume. The permanent closure of one of two production lines at its Bemidji, Minnesota OSB facility in August 2006 resulted in a capital asset write-down of $55.3 million and related severance costs of $5.9 million, which amounts were charged against income in the year. The company's Cook and Grand Rapids, Minnesota OSB mills have been down since late September, due to a combination of low OSB prices and high operating costs. These curtailments are expected to be temporary. The net loss for the fourth quarter and the year was also impacted by the movement of the Canadian dollar relative to the US dollar. The effect of foreign exchange rate fluctuations on its long-term debt led to a $36.2 million increase in 2006 net loss compared to 2005. Adjusted EBITDA was $49.3 million in 2006, a decline of $314.4 million compared to the prior year. The reduction in profit margins was primarily due to lower OSB sales realizations and production volume decline. Adjusted EBITDA for the fourth quarter was also impacted by the stronger Canadian dollar and by $10.7 million in inventory write-downs on logs and spare parts. Cash provided by operating activities was lower in 2006 compared to 2005 as a result of the decrease in net income. A full-text copy the company regulatory filing Form 6K is available for free at http://ResearchArchives.com/t/s?1b3d About Ainsworth Lumber Ainsworth Lumber Co., Ltd., a British Columbia corporation headquartered in Vancouver, Canada, is a publicly traded integrated OSB producer that also manufactures specialty overlaid plywood and finger-jointed lumber. Ainsworth have a 13% market share in OSB after purchasing Potlatch. OSB sales represent approximately 97% of total revenues. * * * Standard & Poor's Ratings Services lowered the long-term corporate credit and senior unsecured debt ratings on Vancouver, B.C.-based Ainsworth Lumber Co. Ltd. to 'CCC+' from 'B'. AMERENCIPS: Moody's Cuts Issuer Rating to Ba1 from Baa3 ------------------------------------------------------- Moody's Investors Service downgraded these ratings: * Ameren Corporation -- Issuer Rating to Baa2 from Baa1 * Union Electric Company dba AmerenUE -- Issuer Rating to Baa1 from A3 * Central Illinois Public Service Company dba AmerenCIPS -- Issuer Rating to Ba1 from Baa3 * CILCORP Inc. -- senior unsecured to Ba2 from Ba1; * Central Illinois Light Company's dba AmerenCILCO -- Issuer Rating to Ba1 from Baa2 * Illinois Power Company dba AmerenIP -- Issuer Rating to Ba1 from Baa3 A Corporate Family Rating of Ba1 and a Probability of Default Rating of Ba1 was assigned to CILCORP. The ratings of Ameren, Central Illinois Public Service, CILCORP, Central Illinois Light, and Illinois Power remain on review for possible further downgrade. Moody's placed Ameren's Prime-2 short-term rating for commercial paper on review for possible downgrade. The ratings of Union Electric are no longer on review, although the rating outlook is negative. The rating of AmerenEnergy Generating Company is unchanged and remains on review for possible downgrade. The downgrade of the ratings of Ameren, Central Illinois Public Service, CILCORP, Central Illinois Light, and Illinois Power is prompted by the passage of rate freeze legislation by both the Illinois House and by a committee of the Illinois Senate last week and the growing support for a rate freeze in both chambers. On March 6, 2007, the Illinois House approved, by an overwhelming 92-5 majority, legislation supporting the roll back of electric rates to 2006 levels and the enactment of a three year rate freeze through 2010. While rate freeze legislation had up until now not had widespread support in the Senate and the President of the Senate had voiced his opposition to a rate freeze, on March 8, 2007, the Senate Environment and Energy Committee voted by a unanimous 11-0 vote to support a bill specific to Ameren that would roll back rates to 2006 levels and freeze rates for at least six months. This bill is likely to be introduced into the entire Senate shortly. "Although an acceptable rate phase-in solution may still be possible, the increasing support for a rate freeze and the continued political intervention in the utility regulatory process in Illinois has increased credit risk for investors and is no longer supportive of investment grade senior unsecured ratings", said Michael G. Haggarty, Vice President and Senior Credit Officer. Moody's believes that future distribution rate increase requests may be met with less constructive responses from state regulators due to the ongoing controversy over Ameren's relatively high rate increases. The ratings remain on review for possible further downgrade since the passage and enactment of rate freeze legislation could result in additional downgrades of the ratings of Ameren's Illinois utility subsidiaries well into speculative grade. The downgrade of the ratings of Union Electric is prompted by higher costs at that utility, lower financial metrics, and a continued challenging regulatory environment in Missouri, most recently illustrated by the Missouri Public Service Commission staff's recommendation that Union Electric's annual electric revenues be reduced by between $136 and $168 million, compared to the utility's request for a $360 million rate increase. Although the MPSC is not expected to rule on the case until later this year and may come to a more constructive decision than the staff recommendation, the large differential between the staff recommendation and utility's request makes it unlikely that AmerenUE will obtain sufficient rate relief to maintain financial ratios consistent with its former rating category. "The ratings downgrade reflects increased cost pressures at Union Electric, including for environmental compliance, coal and coal transportation costs, transmission and distribution system and other energy infrastructure investments, and other expenses, that are unlikely to be offset by sufficiently higher rates", said Haggarty. The lower rating also reflects Moody's expectation that Ameren may have to rely more on Union Electric for upstreamed dividends if rate freeze legislation is passed and enacted in Illinois, severely restricting dividends from the other Ameren utility subsidiaries. The rating outlook of Union Electric is negative due to anticipated continued cost pressures at the utility, the uncertain outcome of the utility's pending Missouri rate case, the ongoing uncertainty with regard to its affiliate utilities in Illinois and their ability of Ameren's Illinois subsidiaries to provide dividends to the parent going forward. The downgrade of parent company Ameren considers the challenging political and regulatory environment facing the company in both of its jurisdictions and the importance of the three Illinois utility businesses to its consolidated financial profile. The Illinois utilities make up nearly half of Ameren's total utility business and any material financial deterioration of those subsidiaries is expected to severely limit upstreamed dividends to the parent, which will increase the reliance of the parent on Union Electric to meet parent company interest and dividend obligations. Ratings downgraded and remaining under review for possible downgrade include: * Ameren's senior unsecured debt and Issuer Rating to Baa2 from Baa1; * Central Illinois Public Service Company's senior secured to Baa3 from Baa2, Issuer Rating to Ba1 from Baa3, and preferred stock to Ba3 from Ba2; * Illinois Power Company's senior secured debt to Baa3 from Baa2, Issuer Rating to Ba1 from Baa3, and preferred stock to Ba3 from Ba2. Ratings downgraded and assigned a negative outlook include: * Union Electric Company's senior secured debt to A3 from A2, Issuer Rating to Baa1 from A3, and preferred stock to Baa3 from Baa2. Ratings downgraded/assessments assigned: * CILCORP, Inc.'s senior unsecured debt to Ba2, LGD5, 80% from Ba1; * Central Illinois Light Company's senior secured debt to Baa2, LGD2, 13% from Baa1; and Issuer Rating to Ba1 from Baa2; Ratings affirmed/assessments assigned: * Central Illinois Light Company's preferred stock at Ba1, LGD4, 54%. Ratings assigned: * CILCORP Corporate Family Rating at Ba1; * CILCORP Probability of Default Rating at Ba1; Ratings placed under review: * Ameren's Prime-2 short-term rating for commercial paper. Ameren Corporation is a public utility holding company headquartered in St. Louis, Missouri. It is the parent company of Union Electric Company, Central Illinois Public Service Company, CILCORP Inc., Central Illinois Light Company, Illinois Power Company, and AmerenEnergy Generating Company. AMERICAN CAMSHAFT: Committee Retains Mesirow as Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of American Camshaft Specialties, Inc. and its debtor-affiliates, obtained permission from the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Mesirow Financial Consulting, LLC as financial advisors to the Committee, nunc pro tunc to Jan. 9, 2007. Mesirow Financial is expected to: a) assist in the review of reports or filings required by the Bankruptcy Court or the office or the U.S. Trustee including schedules of assets and liabilities, statements of financial affairs and monthly operating reports; b) review the Debtor's financial information including analyses of cash receipts and disbursements, financial statements items and proposed transactions for which Bankruptcy Court approval is sought; c) review and analyze the reports regarding cash collateral and any debtor-in-possession financing arrangements and budgets; d) evaluate potential employee retention and severance plans; e) assist in the identifying and implementing potential cost containment opportunities; f) assist in the identifying and implementing asset redeployment opportunities; g) analyze the assumption and rejection issues regarding executory contracts and leases; h) review and analyze the Debtor's proposed business plans including the business and financial condition of the Debtor; i) assist in evaluating reorganization strategy and alternatives available to the creditors; j) review and critique the Debtor's financial projections and assumptions; k) prepare the enterprise, asset and liquidation valuations; l) assist in monitoring, evaluating and enhancing any sales process undertaken by the Debtors; m) assist in the preparation of documents for confirmation; n) advice and assist the Trustee in negotiations and meetings with the Debtors and bank lenders; o) advice and assist on the tax consequences of proposed plans of reorganization; p) assist in the claims resolution procedures including analyses of creditors claims by type and entity; q) provide litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions; and r) provide other functions to assist the Trustee or its Counsel in connection with the Chapter 11 cases. Ben Pickering, Managing Director of Mesirow Financial tells the Court that the Firm's professionals bill: Professionals Hourly Rate ------------- ----------- Senior Managing Director $620 - $690 Managing Director $620 - $690 Senior Vice President $530 - $590 Vice President $430 - $490 Senior Associate $330 - $390 Associate $190 - $290 Paraprofessional $150 Mr. Pickering assures the Court that the Firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About American Camshaft Based in Beijing, China, American Camshaft Specialties Inc. -- http://www.asimco.com/-- is located at the southwest corner of M- 45 and U.S. 31, includes two plants -- ACS Grand Haven, which is solely owned by Asimco Technologies, and a joint venture between Nippon Piston Ring and ACS Inc. Asimco Technologies produces a wide range of power train, chassis and diesel fuel injection products for light duty and commercial vehicle applications. Asimco assembles semi-fully finished cast, steel and assembled camshafts. Aside from its U.S. operations, Asimco has 18 manufacturing facilities and 52 sales offices in China and one regional office in Europe and Japan. Asimco's major customers are automotive-based, such as DaimlerChrysler, Ford, GM, Cummins and CAT. American Camshaft and three other U.S. affiliates filed for chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case No. 06-58298). Christopher A. Grosman, Esq., and Robert A. Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors. When the Debtors filed for protection from their creditors they listed estimated assets and debts between $10 million and $50 million. AMERICAN CELLULAR: Makes Further Amendments to Sr. Notes Offering ----------------------------------------------------------------- American Cellular Corporation, a wholly owned subsidiary of Dobson Communications Corporation, has further amended the terms and conditions of its tender offer for its 10% Senior Notes due 2011 (CUSIP No. 025058AG3; ISIN No. US 025058AG34) and related consent solicitation. The tender offer is subject to the terms and conditions set forth in the company's Offer to Purchase and Consent Solicitation Statement dated Feb. 15, 2007, as supplemented by supplements dated March 6, 2007 and March 12, 2007. The primary purpose of the consent solicitation is now to amend the terms of the Notes and the related indenture to: (i) remove the requirement in the restricted payments covenant for the company to maintain a debt to cash flow ratio of no greater than 5 to 1, (ii) permit the company to redeem an aggregate principal amount of $18.1 million of its 9.5% Senior Subordinated Notes due 2009, (iii) increase the general restricted payments basket from $20 million to $35 million in the aggregate, and (iv) permit the company to replace its existing $250 million senior secured credit facility with a new $1.05 billion senior secured credit facility. Except for amendments to the restrictive covenants concerning restricted payments and the incurrence of indebtedness, the restrictive covenants contained in the terms of the Notes and related indenture would not be deleted as originally contemplated by the consent solicitation. Previously, the primary purpose of the consent solicitation was to amend the terms of the Notes and the related indenture to remove substantially all of the restrictive covenants. The company also amended the definition of the minimum tender condition for the tender offer to mean there having been validly tendered prior to the Expiration Time not less than a majority, rather than not less than 75%, of the aggregate principal amount of the Notes outstanding under the related indenture, excluding Notes owned by the company or any affiliate. Likewise, the company amended the definition of requisite consents to mean consents from the holders of not less than a majority, rather than not less than 75%, of the aggregate principal amount of the Notes outstanding under the related indenture, excluding Notes owned by the company or any affiliate. As reported in the Troubled Company Reporter on March 8, 2007, the company is offering to purchase $675 million in aggregate principal amount of the Notes. The company plans on replacing its existing $250 million senior secured credit facility with a new $1.05 billion senior secured credit facility, and using borrowings under the new senior secured credit facility to (i) repurchase the Notes that are validly tendered and not validly withdrawn and accepted for payment in the tender offer, and (ii) repay all outstanding amounts under the existing senior secured credit facility. The company also reserves the right, in its sole discretion, to purchase more than $675 million aggregate principal amount of the Notes in the tender offer. In the event holders tender more Notes than the Company is offering to purchase, the company will accept for purchase Notes in the aggregate principal amount the company is offering to purchase on a pro rata basis among the tendering holders, rounding each tendering holder's pro rata amount of Notes downward to the nearest $1,000 and subject to the requirement that Notes be issued in minimum denominations of $1,000. The further amended tender offer and consent solicitation will expire at 12:00 midnight, New York City time, on Monday, March 19, 2007, unless extended. Any holder who has validly tendered and not validly withdrawn Notes pursuant to the original tender offer and consent solicitation will be deemed to have validly tendered in the further amended tender offer and consent solicitation without any further action by such holder. For Notes that are withdrawn and subsequently re-tendered by a holder prior to March 13, 2007, the consideration will be the Tender Offer Consideration, $1,035.56 for each $1,000 principal amount of such Notes, plus accrued interest to the applicable settlement date. The company has engaged Morgan Stanley & Co. Incorporated as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Persons with questions regarding the tender offer or the consent solicitation should be directed to Morgan Stanley toll-free at (800) 624-1808 or collect at (212) 761-5384 (attention: Tate Forrester). Requests for documents should be directed to Bondholder Communications Group, the Information and Tender Agent for the tender offer and consent solicitation, at (212) 809-2663, attention: Denise Conway. About American Cellular Corp. American Cellular Corp. provides wireless communications services in rural and suburban United States. American Cellular Corporation and ACC Holdings, LLC are owned by Dobson Communications Corp. -- http://www.dobson.net/-- (Nasdaq:DCEL). * * * As reported in the Troubled Company Reporter on March 8, 2007, Standard & Poor's Ratings Services assigned a 'B-' rating, the same as the corporate credit rating, and '3' recovery rating to American Cellular Corp.'s proposed $850 million senior secured credit facilities, indicating expectations for a meaningful (50%-80%) recovery of principal in the event of a payment default. AMERICAN TISSUE: Trustee Wants Giuliano Miller as Accountant ------------------------------------------------------------ Christine C. Shubert, the Chapter 7 Trustee for American Tissue Inc. and its debtor-affiliates, asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Giuliano, Miller & Company, LLC, as her accountant. The firm will prepare and file federal and state income tax returns. The trustee believes that it would be cost effective and beneficial to the Debtor to employ the firm for this limited task. The firm's professionals compensation rates are: Designation Hourly Rate ----------- ----------- Senior Partners $375 Managers $230 - $285 Senior Accountants $165 - $200 Staff Accountants/Paraprofessionals $105 Alfred T. Giuliano, CPA, assures the Court that his firm does not hold any interest adverse and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Giuliano can be reached at: Alfred T. Giuliano, CPA Willow Ridge Executive Office Park 750 Route 73 South, Suite 110 Marlton, New Jersey 08053 Tel: (856) 596 7000 Fax: (856) 596 8688 http://www.giulianomiller.com/ American Tissue Inc. is an integrated manufacturer of tissue products and pulp and paper in North America, with a comprehensive product line that includes jumbo tissue rolls for converting and converted tissue products for end-use. The company filed for Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No. 01-10370). On April 22, 2004, the Court converted the Debtors cases into a chapter 7 liquidation proceeding. Christine C. Shubert, serves as Chapter 7 Trustee for the Debtors' estates. Bernard George Conaway, Esq., at Fox Rothschild LLP, represents the Chapter 7 Trustee. Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young & Jones, represents the Debtors. Dmitry Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets and debts of more than $100 million. AMERICAN TISSUE: Trustee Hires Gambino as Private Investigator -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware gave Christine C. Shubert, the Chapter 7 Trustee for American Tissue Inc. and its debtor-affiliates, permission to employ Gambino Information Services Inc., as her private investigators, nunc pro tunc to Nov. 23, 2006. As reported in the Troubled Company Reporter on Feb. 12, 2007, the Trustee didn't disclosed the firm's scope of work so as not to jeopardize the investigation. Michele A. Gambino, president of the firm, told the Court that her firm charges $100 per hour. In addition, the firm's hourly rate on holidays and short notices is $400. Ms. Gambino assured the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Ms. Gambino can be reached at: Michele A. Gambino President 300 Northern Blvd., Suite 27 Great Neck, NY 11021 Tel: (516) 482-0300 Fax: (516) 482-0063 http://www.4privateinvestigators.com/ American Tissue Inc. is an integrated manufacturer of tissue products and pulp and paper in North America, with a comprehensive product line that includes jumbo tissue rolls for converting and converted tissue products for end-use. The company filed for Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No. 01-10370). On April 22, 2004, the Court converted the Debtors cases into a chapter 7 liquidation proceeding. Christine C. Shubert, serves as Chapter 7 Trustee for the Debtors' estates. Bernard George Conaway, Esq., at Fox Rothschild LLP, represents the Chapter 7 Trustee. Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young & Jones, represents the Debtors. Dmitry Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets and debts of more than $100 million. AMTROL INC: Wants Until June 18 to Remove Prepetition Actions ------------------------------------------------------------- Amtrol Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to extend their deadline to file notices of removal with respect to prepetition civil actions to June 18, 2007. The Debtors also ask the Court to extend their deadline to file notices of removal with respect to postpetition civil actions to the later of June 18, 2007, and the period specified in Rule 9027 of the Federal Rules of Bankruptcy Procedure. Since their bankruptcy filing, the Debtors have devoted most of their time to transition into chapter 11 and establish a bar date for claims against their estates. The Debtors are also preparing their schedules of assets and liabilities and statements of financial affairs. The Debtors have not had the time to determine if a Notice of Removal of any action would benefit their estates and creditors. The Debtors want more time to make fully informed decisions concerning the removal of any civil actions. Headquartered in West Warwick, Rhode Island, Amtrol Inc. -- http://www.amtrol.com/-- manufactures and markets water storage and pressure control products, water heaters and cylinders. The company's major products include pressure tanks used in well water, hydronic heating and potable hot water applications, indirect-fired water heaters, and both LPG and disposable refrigerant gas cylinders. The company and three of its affiliates filed for chapter 11 protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No. 06-11446). Douglas Gray, Esq., Stuart J. Brown, Esq., and William E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP, represent the Debtors. The Debtors' financial advisor is Miller Buckfire & Co., LLC. Kara Hammond Coyle, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Official Committee of Unsecured Creditors. As of Apr. 1, 2006, the Debtors' consolidated financial condition showed $229,270,000 in total assets and $235,802,000 in total debts. The Debtors' exclusive period to file a chapter 11 reorganization plan expires on April 17, 2007. ANALYTICAL SURVEYS: Posts $332,000 Net Loss in Qtr. Ended Dec. 31 ----------------------------------------------------------------- Analytical Surveys, Inc. reported a $332,000 net loss on $243,000 of total revenues for the three-month period ended Dec. 31, 2006, compared to a net loss of $43,000 on $1,360,000 of total revenues in the same prior year period, as indicated in its quarterly financial statements for the three-month period ended Dec. 31, 2006. The company's GIS service revenues were earned from only two customers during the three months ended Dec. 31, 2006, totaling $240,000 for as compared to $1,360,000 for the same period in fiscal 2006, a decrease of approximately $1,120,000. This 82.3% decrease was a result of the completion of long-term contracts that were not replaced with new contracts and the assignment of certain contracts pursuant to the sale of its Wisconsin-based production center in the fourth quarter of fiscal 2006. The level of new contract signings has steadily decreased in recent fiscal years, and, as a result, revenues have decreased. The company did not generate any significant revenue from its oil and gas investments during the three months ended Dec. 31, 2006. The company's net loss variance was due to the low level of revenue offset by the lower level of expense in the fiscal 2007 quarter. At Dec. 31, 2006, the company's balance sheet showed $4,155,000 in total assets, $1,707,000 in total liabilities, and $2,448,000 in stockholders' equity, compared to total assets of $5,037,000, total liabilities of $2,501,000, and a stockholders' equity of $2,536,000 at Sept. 30, 2006. The company's accumulated deficit widened from $34,066,000 at Sept. 30, 2006, to $34,403,000 in the current quarter. The company's December 31 balance sheet also showed strained liquidity with $1,654,000 in total current assets available to pay $1,698,000 in total current liabilities coming due within the next 12 months. The company's principal source of liquidity has consisted of cash flow from operations supplemented by secured lines-of-credit and other borrowings. The company does not have a line of credit and there is no assurance that we will be able to obtain additional borrowings. A full-text copy of the company's financial statements for the quarterly period ended Dec. 31, 2006, is available for free at http://researcharchives.com/t/s?1b35 Going Concern Doubt As reported in the Troubled Company Reporter on Jan. 19, 2007, Pannell Kerr Forster of Texas P.C. in Houston, Texas, raised substantial doubt about Analytical Surveys Inc.'s ability to continue as a going concern after auditing its consolidated financial statements for the year ended Sept. 30, 2006, and 2005. The auditor pointed to the company's significant operating losses in 2006 and prior years and need of external financing in place to fund working capital requirements. To address the going concern issue, the company's management implemented financial and operational plans designed to improve operating efficiencies, reduce overhead and accelerate cash from our GIS service contracts, reduce and eliminate cash losses, and position the company for profitable operations. The management has reduced the company's general and administrative expenses by reducing occupancy costs, streamlining its executive team, and eliminating, senior and middle management teams. About Analytical Surveys Based in San Antonio, Tex., Analytical Surveys Inc. (Nasdaq: ANLT) -- http://www.asienergy.com/-- provides utility-industry data collection, creation, and management services for the geographic information systems markets. The company has recently transitioned its focus toward the development of oil and gas exploration and production opportunities. ASI's Energy Division is focused on high-quality exploratory and developmental drilling opportunities, as well as purchase of proven reserves with upside potential attributable to behind-pipe reserves, infill drilling, deeper reservoirs, and field extension opportunities. ANGELA EVANS: Case Summary & Seven Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Angela Evans 25 Chapel Ridge Court Pittsburgh, PA 15238 Bankruptcy Case No.: 07-21280 Type of Business: The Debtor filed for chapter 11 protection on November 30, 2005 (Bankr. W.D. Pa. Case No. 05-50251). Chapter 11 Petition Date: March 1, 2007 Court: Western District of Pennsylvania (Pittsburgh) Judge: Bernard Markovitz Debtor's Counsel: John P. Lacher, Esq. Robert O. Lampl, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's Seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Taxes (Lien Filed) $1,000,000 School District Secured: Philadelphia, PA 19255 $150,000 Providian Business Debt $10,000 P.O. Box 9007 Pleasanton, CA 94566 Saks Consumer Debt $7,305 c/o Financial Credit Services P.O. Box 1211 Palatine, IL 60078 Robert Young Legal Fees $2,000 Allegheny County Real Estate Taxes Unknown Treasurer's Office Secured: $150,000 Indiana Township Tax Office Real Estate Taxes Unknown Secured: $150,000 Fox Chapel Area Real Estate Taxes Unknown School District Secured: $150,000 ASBURY AUTOMOTIVE: Moody's Rates Proposed $150MM Sr. Notes at B3 ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Asbury Automotive Group's proposed $150 million senior subordinated notes and affirmed existing ratings. The outlook has been revised to positive from stable. The net proceeds from the subordinated notes together with an unrated $100 million convertible note are expected to be used to repay the 9% $250 million senior subordinated notes; the B3 rating on such notes will be withdrawn upon repayment. Kevin Cassidy, Vice President/Sr. Analyst at Moody's said that "the positive outlook reflects the company's improving credit profile evidenced by improving credit metrics, conservative financial policies and moderating acquisition activity." The B3 ratings for the senior subordinated facilities reflect both the overall probability of default of the company, to which Moody's assigns a PDR of B1, and a loss given default of LGD 5. The B3 ratings also reflect the significant amount of secured debt ahead of the subordinated notes in the capital structure. The subordinated notes benefit from the full guarantees of existing and future subsidiaries. These ratings were affected by this action: Rating assigned: * $150 Million senior subordinated notes at B3, LGD5, 84% Ratings affirmed: * $200 Million senior subordinated notes at B3, LGD5, 84% * Corporate family rating at B1 * Probability of default rating at B1 Asbury Automotive Group. Inc. operates 114 franchises representing 33 automotive brands through the United States. Sales were $5.7 billion for the year ended Dec. 31, 2006. ATTACHMATE CORP: Fitch Rates Proposed $500 Mil. Facility at B ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Seattle, Washington-based Attachmate Corp., and revised its outlook to stable from negative. The outlook revision reflects the company's successful cost-cutting efforts and improved profitability. "At the same time, we assigned our 'B' bank loan rating and '2' recovery rating to the company's proposed new $500 million first- lien credit facility, indicating that lenders can expect substantial (80-100%) recovery of principal in the event of payment default," said Standard & Poor's credit analyst David Tsui. Standard & Poor's assigned its 'CCC+' bank loan rating and '5' recovery rating to the proposed $275 million second-lien term loan, indicating that lenders can expect negligible (0-25%) recovery of principal in the event of payment default. All ratings are based on preliminary offering statements and are subject to review upon final documentation. Funds will be used to refinance existing debt and to fund a $280 million dividend to its parent. The ratings reflect Attachmate's narrow product portfolio in mature markets, a short operating history at current profitability levels, and increasing leverage because of the proposed, debt- financed dividend. These factors partly are offset by good market share in its niche market of host access and integration software solutions and successful cost cutting efforts in its consolidation strategy. Attachmate is a software services provider specializing in host access and integration solutions and security and performance management. Revenues were about $370 million for the 12 months ended Dec. 31, 2006. BEAR STEARNS: Moody's Rates Class M-10 Certificates at Ba1 ---------------------------------------------------------- Moody's Investors Service has assigned an Aaa rating to the senior certificates issued by Bear Stearns Asset Backed Securities I Trust 2007-1, and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by adjustable-rate and fixed-rate, closed-end, subprime residential mortgage loans acquired by EMC Mortgage Corporation and Master Funding, LLC. The collateral was originated by Fieldstone Mortgage Company. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, overcollateralization, excess spread, and a swap agreement. Moody's expects collateral losses to range from 5.35% to 5.85%. EMC Mortgage Corporation will service the loans in the deal and will also act as master servicer. Moody's has assigned EMC its top servicer quality rating of SQ1 as a primary servicer of subprime residential mortgage loans. These are the rating actions: * Bear Stearns Asset Backed Securities I Trust 2007-FS1 * Asset-Backed Certificates, Series 2007-FS1 Class I-A-1, Assigned Aaa Class I-A-2, Assigned Aaa Class I-A-3, Assigned Aaa Class I-A-4, Assigned Aaa Class II-A, Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A3 Class M-7, Assigned Baa1 Class M-8, Assigned Baa2 Class M-9, Assigned Baa3 Class M-10,Assigned Ba1 BELL MICROPRODUCTS: Lenders Waive SEC 10-Q Filing Until May 31 -------------------------------------------------------------- Bell Microproducts, Inc. received waivers last Thursday in relation to the delivery of certain of its quarterly information and documentation until May 31, 2007, under credit agreements with Wachovia Capital Finance Corp., Wachovia Bank, National Association, and the Teachers' Retirement Systems of Alabama. On March 7, 2007, the company management provided general update of its business at the Raymond James Institutional Investors Conference. Consistent with a business update provided in January, it indicated that revenue for 2006 was about $3.4 billion, including revenue in the fourth quarter of 2006 of about $1 billion. About Bell Microproducts Headquartered in San Jose, California, Bell Microproducts, Inc. (Nasdaq: BELM) -- http://www.bellmicro.com/-- is an international, value-added distributor of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services. Bell is a Fortune 1000 company that has operations in Argentina, Brazil, Chile and Mexico. BELL MICROPRODUCTS: Has Until May 22 to Comply with Nasdaq Rules ---------------------------------------------------------------- Bell Microproducts, Inc., has received a written notice that the NASDAQ Listing Qualifications Panel had granted the company's request for continued listing on The NASDAQ Stock Market. It was given until May 22, 2007, to become current in its Securities and Exchange Commission filings. However, the company said it may not be possible to complete its SEC filings prior to May 22, 2007, and, if necessary, will petition the NASDAQ Listing and Hearings Review Council for an additional extension. The company is currently completing a review of its stock option accounting practices and restatements of prior period financials. About Bell Microproducts Headquartered in San Jose, California, Bell Microproducts, Inc. (Nasdaq: BELM) -- http://www.bellmicro.com/-- is an international, value-added distributor of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services. Bell is a Fortune 1000 company that has operations in Argentina, Brazil, Chile and Mexico. BOSTON SCIENTIFIC: Amends Corporate Governance Guidelines --------------------------------------------------------- Boston Scientific Corporation disclosed several enhancements related to the governance of the company. "Boston Scientific is committed to constantly improving its corporate governance," Pete Nicholas, Chairman of the Board, said. "As a company, we believe in strong corporate governance practices, which build trust and credibility with investors. We will continue to review our corporate governance practices in an ongoing effort to increase the value of our company and manage our business in the best interests of our shareholders." Majority Voting Standard for Director Elections The company's Board of Directors has amended Boston Scientific's Corporate Governance Guidelines to adopt a majority-voting standard for the election of directors in uncontested elections. Under the new standard, any director nominee not elected by a majority of votes cast will be required to tender his or her resignation to the Board's governance committee following the shareholder vote. The governance committee will then consider the tendered resignation and recommend acceptance or rejection. The board will act on the governance committee's recommendation no later than 90 days following the date of the shareholders' meeting at which the election occurred and will publicly announce whether it accepted or rejected the resignation offer and the reasoning behind its decision. Board Recommendation The Board is also recommending that shareholders approve at this year's annual meeting of stockholders on May 8 an amendment to the company's Certificate of Incorporation and Bylaws that would declassify Boston Scientific's Board of Directors and cause each director to be elected annually for a one-year term. Boston Scientific directors are currently elected to three-year terms. If the company's stockholders approve annual elections, current company directors will be permitted to serve out their existing terms and will be eligible for election to one-year terms thereafter. Stock Ownership Guidelines for Company Executives The Board has also adopted stock ownership guidelines that require its executives to have a significant personal investment in Boston Scientific through their ownership of company shares. The company set its minimum executive stock ownership guidelines: * Chief Executive Officer (CEO) (240,000 shares), * Executive Vice Presidents (EVP) (75,000 shares), and * Senior Vice Presidents (SVP) (20,000 shares). The value of these shares approximate five times the CEO's base salary, three times the EVP's base salary, and one times the SVP's base salary. The executives are expected to attain their ownership target within five years from the date the guidelines were adopted or the date of their appointment as an executive officer, whichever is later. About Boston Scientific Headquartered in Natick, Massachusetts, Boston Scientific Corporation (NYSE: BSX) -- http://www.bostonscientific.com/-- develops, manufactures and markets medical devices used in a broad range of interventional medical specialties. * * * As reported in the Troubled Company Reporter on Feb. 6, 2007, Moody's Investors Service affirmed Boston Scientific Corporation's Ba1 subordinated shelf rating and Ba2 preferred stock rating. CALPINE CORP: Can Convert $5 Billion Financing to Exit Facility --------------------------------------------------------------- The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for the Southern District of New York authorized Calpine Corp. and its debtor-affiliates to convert the Replacement Financing into an exit facility agreement upon satisfaction or waiver of the conditions precedent to effectiveness for a conversion. As reported, Judge Lifland authorized the Debtors to obtain replacement financing of up to $5,000,000,000, pursuant to a credit facility with Credit Suisse Securities, LLC, Goldman Sachs Credit Partners, L.P., J.P. Morgan Securities, Inc., and Deutsche Bank Securities, Inc., as joint lead arrangers and joint bookrunners. Credit Suisse is the administrative agent of the Replacement Financing. The Replacement Financing will be used for all purposes, including to: (a) irrevocably repay in full all loans and other obligations outstanding under the Existing DIP Facility Documents; (b) repay and redeem the CalGen Secured Debt; (c) if the Debtors choose, pay and satisfy the CalGen Makewhole Payment, if any; (d) refinance certain subsidiary secured debt, secured lease obligations and existing preferred securities on the terms and subject to the conditions in the DIP Documents; (e) fund distributions to holders of prepetition unsecured claims under a plan of reorganization; (f) provide working capital for the Debtors and, to the extent permitted under the DIP Documents, their subsidiaries and for other general corporate purposes; and (g) pay interest, fees and expenses in accordance with the Replacement Financing Order. The Court permits the Debtors to incur overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house fund transfers provided to the Debtors, Credit Suisse, Goldman Sachs, J.P. Morgan, and Deutsche Bank, and Eligible Permitted Commodity Hedge Agreements and other hedging obligations permitted pursuant under the Replacement Financing Agreement. Credit Suisse, Goldman Sachs, J.P. Morgan and Deutsche Bank will not be required to incur overdrafts to the Debtors or to enter into any Swap Agreements with the Debtors. No further Court approval will be required for the aggregate commitments under the Replacement Financing to be increased to up to $7,000,000,000 in connection with the Debtors' incurrence of Incremental Term Loans, provided that prior written notice will be provided to the Official Committee of Unsecured Creditors, the Official Committee of Equity Security Holders and the Unofficial Committee of Second Lien Debtholders. Pursuant to Section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations will constitute allowed claims against the Debtors with priority over all administrative expenses, diminution claims and all other claims against the Debtors. The Allowed Claims will be payable from, and have recourse to, all of the Debtors' property and all of their proceeds subject only to the payment of the Carve Out. As security for the DIP Obligations, the Debtors grant certain security interests and liens to the Collateral Agent for its own benefit and the benefit of the Collateral Agent and the Replacement Financing Lenders only in the event of the occurrence and during the continuance of an Event of Default or a Default, subject to the payment of the Carve Out: 1. A valid, binding, continuing, enforceable, fully perfected first priority senior security interest in and lien on all of the Debtors' property that as of the Petition Date was not subject to valid, perfected and no-avoidable liens, provided that no Debtor will be required to pledge to the Collateral Agent: -- more than 65% of the voting capital stock of its direct foreign subsidiaries or any of the capital stock or interests of its indirect foreign subsidiaries if adverse tax consequences would result to the Borrower from that pledge; -- the capital stock of non-debtors Calpine Pasadena Cogeneration, Inc., and Calpine Texas Cogeneration, Inc.; -- the capital stock of Debtors Androscoggin Energy, LLC; Bethpage Energy Center 3, LLC; Calpine Canada Energy Finance ULC; Calpine Canada Energy Ltd.; and non-debtors Calpine Merchant Services Company, Inc.; Calpine Newark, LLC; Calpine Parlin, LLC; and CPN Insurance Corporation; -- the stock of any subsidiary that is not a Debtor owned by any subsidiary that becomes a Debtor after the Closing Date; and -- any of the assets of Debtors O.L.S. Energy-Agnews, Inc.; Broad River Energy LLC; South Point Energy Center LLC; Calpine Greenleaf Holdings, Inc.; Calpine Greenleaf, Inc.; or Calpine Monterey Cogeneration, Inc. 2. A valid, binding, continuing, enforceable, fully perfected security interests in and liens on all of the Debtors' property, junior to the valid, perfected and unavoidable liens. 3. A valid, binding, continuing, enforceable fully perfected priming security interest in and lien on all of the Debtors' property that is subject to the replacement liens granted pursuant to and under the Final Cash Collateral Order, senior to those replacement liens. 4. Valid, binding, continuing, enforceable, fully perfected first priority senior security interests in and liens on all of the property of Debtor CalGen Holdings, Inc.; provided that until the date of entry of a final order with respect to the Disputed CalGen Claims, the liens granted to the Collateral Agent on the CalGen Property will rank junior to the liens related to the CalGen Secured Debt. The DIP Liens will not be subject or subordinate to: (i) any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates under Section 551; or (ii) any liens arising after the Petition Date. A full-text copy of the 41-page Replacement Financing Order is available for free at: http://ResearchArchives.com/t/s?1b51 About Calpine Corporation Headquartered in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company previously produced a portion of its fuel consumption requirements from its own natural gas reserves. However, in July 2005, the company sold substantially all of its remaining domestic oil and gas assets to Rosetta Resources Inc. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. The Debtors' exclusive period to file chapter 11 plan of reorganization expires on June 20, 2007. (Calpine Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). Calpine Corp. has until June 20, 2007, to file a plan, and until Aug. 20, 2007, to solicit acceptances of that plan. CAPRIUS INC: Posts $787,275 Mil. Net Loss in Qtr. Ended Dec. 31 --------------------------------------------------------------- Caprius, Inc. reported a $787,275 net loss on $508,424 of total revenues for the quarterly period ended Dec. 31, 2006, compared to a net loss of $693,438 on $240,888 of total revenues in the same prior year period, in its quarterly financial statements for the three-month period ended Dec. 31, 2006. Revenues generated from MCM product sales totaled $470,293 for the three months ended Dec. 31, 2006 as compared to $217,282 for the quarter ended Dec. 31, 2005. This increase in sales is attributed to the company's expanded penetration into several markets that the company has been developing for its products. Consulting and royalty income from the TDM Business, which was sold in 2002, totaled $38,131 for the three months ended Dec. 31, 2006 as compared to $23,606 for the quarter ended Dec. 31, 2005. At Dec. 31, 2006, the company's balance sheet showed $2,287,854 in total assets, $871,376 in total liabilities, and $1,416,478 in stockholders' equity, compared to total assets of $2,777,020, total liabilities of $617,529, and a stockholders' equity of $2,159,491 at Sept. 30, 2006. The company's accumulated deficit widened from $77,573,234 at Sept. 30, 2006, to $78,360,509 at Dec. 31, 2006. A full-text copy of the company's financial statements for the quarterly period ended Dec. 31, 2006, is available for free at http://researcharchives.com/t/s?1b38 Going Concern Doubt Marcum & Kliegman LLP, at New York City, raised substantial doubt about Caprius, Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2006. The auditor pointed to the company's recurring losses from operations. The company continues to incur significant operating losses. In addition, the company is a defendant in an action seeking damages in excess of $400,000. In order to fund the additional cash requirements, the company continues to pursue efforts to identify additional funds through various funding options, including sale of our royalty income stream and equity offerings. Stock Placement Completion & Appointments As reported in the Troubled Company Reporter on Mar. 6, 2007, Caprius Inc. completed a private placement for $2.5 million of a newly created Series E Preferred Stock initially convertible into 6,250,000 shares of Common Stock on Mar. 1, 2007. The company said that the warrants to purchase an additional 3,125,000 shares, at an exercise price of $0.50 per share, to four institutional investors including Special Situations Fund, a company's principal stockholder. The company also announced that as of Feb. 23, 2007, Dwight Morgan also assumed the position of Chairman. Additionally, the company has appointed Roger W. Miller to the Board of Directors to fill to a vacancy created by the resignation of Dr. Jeffrey L. Hymes. About Caprius Inc. Caprius, Inc. (OTCBB: CAPS) -- http://www.caprius.com/-- is a manufacturer of proprietary equipment for the on-site disinfection and disposal of infectious medical waste through its subsidiary, M.C.M. Environmental Technologies, Inc. CATHOLIC CHURCH: Davenport Gives Verified Statements from 3 Agents ------------------------------------------------------------------ To address the objection of Habbo G. Fokkena, the U.S. Trustee for Region 12, the Diocese of Davenport presents verified statements supporting the Diocese's application to employ three real estate agents to sell its surplus properties. The Statements are signed by Sophina Dirck of Mel Foster Co., Inc.; Matt Schwind of Ruhl & Ruhl Realtors, Inc.; and Andy Doyle of Ruhl & Ruhl Commercial Company. The Agents assert that they and their companies, among other things: (a) are eligible under the Bankruptcy Code for employment for the purpose set forth in the Application; (b) do not hold or represent interest adverse to the bankruptcy estate and Davenport; (c) are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code; and (d) have not shared or agreed to share compensation for services, other than the employees and associates of their companies. Commissions payable to other cooperating brokers, who are procuring cause of the sale pursuant to the applicable rules, are generally 40% if the gross commission. U.S. Trustee's Objection The U.S. Trustee for Region 12, asked the U.S. Bankruptcy Court for the Southern District of Iowa to deny the Diocese of Davenport's application to employ the three real estate agents. He said that there were inconsistencies that need to be resolved with respect to the contracts and documents presented by the Agents. Among the issues that Mr. Fokkena pointed out are: (a) the request is not supported by the required affidavit of disinterestedness from the prospective Agents; (b) none of the contracts presented to the Court have been executed by the Diocese; and (c) there is inconsistency between the contract and the request. Specifically, one contract: -- reflects that "the commission will be 7% of the sale price or $1,000, whichever is greater." The filed request pegged the Agents' commission at 7% of the sale price; -- provides for a one-year listing period commencing Dec. 28, 2006, but there is no request for nunc pro tunc employment or support for the need to have the contract be retroactive to that date; -- has a provision for "like kind exchange," but an exchange is not requested and it is contrary to the concept of reorganization outlined by the Diocese; and -- seeks consent and authorization for a dual agency relationship between the Diocese and some unnamed purchaser, however, as a Diocese professional, the Agents' loyalty lies solely with the debtor-in- possession and should not be subject to the conflicts inherent in dual representation. For these reasons, Mr. Fokkena asked the Court to deny the request, unless (i) the required and signed affidavit of disinterestedness accompanies the request, (ii) the commission for the sale will be uniformly limited to 7% of the sale price, (iii) the contracts will not commence prior to the request's filing date, (iv) there will be no approval for negotiation or consideration of like kind exchanges, and (v) the employment of the Agents will be limited to Davenport only. About the Diocese of Davenport The Diocese of Davenport in Iowa filed for chapter 11 protection (Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006. Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the Davenport Diocese in its restructuring efforts. Hamid R. Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang Zhiel Young Jones & Weintraub LLP represent the Official Committee of Unsecured Creditors. In its schedules of assets and liabilities, the Davenport Diocese reported $4,492,809 in assets and $1,650,439 in liabilities. Davenport's exclusive period to file a plan expired on Feb. 7, 2007. Its exclusive period to solicit acceptances of its plan will expire on April 8, 2007. (Catholic Church Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Portland Estimation Proceeding Starts ------------------------------------------------------ The Honorable Robert E. Jones of the U.S. District Court for the District of Oregon rules that the estimation proceeding commence in open court on March 13, 2007, before an advisory jury. Judge Jones notes that although the Gag Order issued by Judges Hogan and Velure remains in effect, the proceedings will be reported. However, claimants with pending trials will be excluded from the courtroom, and "all witnesses to testify will be included under Rule 615 of the Federal Rules of Evidence." Judge Jones directs plaintiffs to present up to two expert and two lay witnesses, whom the "defense" can cross-examine. Rebuttals will be brief, by live testimony or written summary, he adds. The defense may elect to call any witness whose testimony is relevant to the defense of the issues to be presented to the jury. Two cases will be tried per day, but the parties are not restricted to allocating one-half day to each case, Judge Jones says. The Federal Rules of Evidence will not apply, but counsel is expected to present reliable and relevant evidence to the Court. He adds that the deliberations will not exceed one hour and the jury need not be unanimous. The verdicts will not be revealed to the public until the end of all the proceedings, but may be discussed among the lawyers and clients without disclosure to anyone else. According to Judge Jones, the estimation trial will be conducted on the issue of compensatory damages and defenses. Requests for punitive damages will be on written submissions, and will be decided solely by the Court. All findings and conclusions, including the final estimation of the claims in the proceeding, will be made public after the completion of all jury matters and examination of materials submitted, Judge Jones says. Judge Jones sets the estimation trial for Ronald Rouse, holder of Claim No. 261, and Sherry (Shelly) Ervin on March 23, 2007. The trial for five incarcerated claimants will be on March 26, 2007, through video teleconferencing: Claimant Claim No. -------- --------- Larry Lydell Bell, Sr. 213 William Charles Sanders - Frank Voth 262 & 324 Richard Coultas 476 Frederick Turner 278 Judge Jones notes that the five claimants may have fellow inmates as legal advisors to assist them during the trial. Estimation-Related Requests Declared Moot Prior to Judge Jones' ruling, Claimant M.M., holder of Claim No. 317, asked the U.S. Bankruptcy Court for the District of Oregon to make the estimation hearings open to the public, asserting that the Court unintentionally replicates the exact dynamic of secrecy of the Catholic Church that allowed child sexual abuse to flourish and damage children for decades. In addition, the Oregonian Publishing Company, publisher of the daily newspaper, The Oregonian, and its reporter, Ashbel Green, sought the Court's permission to intervene in the estimation proceeding, and to allow public access to all documents related to the hearing. In accordance with Judge Jones' ruling of opening to the public the estimation hearing, Honorable Elizabeth L. Perris of the U.S. Bankruptcy Court for the District of Oregon finds the requests of Claimant M.M., the Oregonian Publishing Company, and Ashbel Green, as moot. 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. The Court approved the Debtor's disclosure statement explaining its Second Amended Joint Plan of Reorganization on Feb. 27, 2007. (Catholic Church Bankruptcy News, Issue No. 83; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/ or 215/945-7000). CELERO TECH: Ch. 7 Trustee Hires Citizen as Computer Professional ----------------------------------------------------------------- Terry P. Dershaw, Esq., the Trustee appointed in Celero Technologies, Inc.'s Chapter 7 liquidation proceeding, obtained permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Citizen Holding Company, as his computer software professional. The firm is expected to market and sell the software contained in the Debtor's computer servers, which were retrieved from its former place of business in State College, Pennsylvania. The software has two programs (i) SimShop, and (ii) Career Point. Edward J. DiDonato, Esq., tells the Court that the firm will receive 10% of the sale price of the software, plus expenses. To the best of the Trustee's knowledge the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Based in Philadelphia, Pennsylvania, Celero Technologies, Inc., filed for chapter 11 protection on August 22, 2005 (Bankr. E.D. Pa. Case No. 05-31273). Amy E. Vulpio, Esq., Michelle A. Schultz, Esq., and Robert A. Kargen, Esq., at White and Williams LLP represent the Debtor. When the company filed for protection from its creditors, it listed $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The Court converted the chapter 11 case to a chapter 7 liquidation proceeding on February 22, 2006. The Court appointed Terry P. Dershaw, Esq., as Chapter 7 trustee. Edward J. Didonato, Esq., at Fox Rothschild LLP, represents the Chapter 7 trustee. CHENIERE ENERGY: 2006 Annual Net Loss Increases to $145.8 Million ----------------------------------------------------------------- Cheniere Energy, Inc. reported a net loss of $145.85 million for the year ended Dec. 31, 2006, as compared with a net loss of $29.53 million for the year ended Dec. 31, 2005. Total revenues for the year 2006 were $2.37 million, as compared with total revenues of $3 million a year earlier. The company incurred total operating costs and expenses of $78.24 million in 2006, as compared with $55.56 million in 2005. Loss from operations in 2006 was $75.87 million, as compared with $52.56 million in 2005. In 2006, the company also incurred loss on early extinguishments of debt of $43.15 million, derivative loss of $20 million and interest expense of $53.96 million. It had zero loss on early extinguishments of debt, derivative gain of $837,000, and an interest expense of $17.52 million in 2005. As of Dec. 31, 2006, the company had total assets of $2.6 billion and total liabilities of $2.46 billion, resulting to total stockholders' equity of $143.24 million. It also reported an accumulated deficit of $247.14 million in 2006, as compared with $101.28 million in 2005. As of Dec. 31, 2006, the company had a working capital of $767 million, of which $355.8 million was restricted cash, and contractual obligations of $3.57 billion. A full-text copy of the company's annual report is available for free at http://ResearchArchives.com/t/s?1b48 About Cheniere Energy, Inc. Based in Houston, Texas, Cheniere Energy, Inc. (AMEX: LNG) -- http://www.cheniere.com/-- operates a network of three, 100-percent owned, onshore LNG receiving terminals, and related natural gas pipelines, along the Gulf Coast of the U.S. The company is in the early stages of developing a business to market LNG and natural gas. To a limited extent, it is also engaged in oil and natural gas exploration and development activities in the Gulf of Mexico. The company operates four business segments, LNG receiving terminal; natural gas pipeline; LNG and natural gas marketing; and oil and gas exploration and development. * * * Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Cheniere Energy, Inc. and affirmed its 'BB' rating on the $600 million term B bank loan at Cheniere LNG Holdings LLC, an indirectly owned, 100% subsidiary of Cheniere Energy. The outlook is stable. CILCORP INC: Moody's Pares Senior Debt's Rating to Ba2 from Ba1 --------------------------------------------------------------- Moody's Investors Service downgraded these ratings: * Ameren Corporation -- Issuer Rating to Baa2 from Baa1 * Union Electric Company dba AmerenUE -- Issuer Rating to Baa1 from A3 * Central Illinois Public Service Company dab AmerenCIPS -- Issuer Rating to Ba1 from Baa3 * CILCORP Inc. -- senior unsecured to Ba2 from Ba1; * Central Illinois Light Company's dba AmerenCILCO -- Issuer Rating to Ba1 from Baa2 * Illinois Power Company dba AmerenIP -- Issuer Rating to Ba1 from Baa3 A Corporate Family Rating of Ba1 and a Probability of Default Rating of Ba1 was assigned to CILCORP. The ratings of Ameren, Central Illinois Public Service, CILCORP, Central Illinois Light, and Illinois Power remain on review for possible further downgrade. Moody's placed Ameren's Prime-2 short-term rating for commercial paper on review for possible downgrade. The ratings of Union Electric are no longer on review, although the rating outlook is negative. The rating of AmerenEnergy Generating Company is unchanged and remains on review for possible downgrade. The downgrade of the ratings of Ameren, Central Illinois Public Service, CILCORP, Central Illinois Light, and Illinois Power is prompted by the passage of rate freeze legislation by both the Illinois House and by a committee of the Illinois Senate last week and the growing support for a rate freeze in both chambers. On March 6, 2007, the Illinois House approved, by an overwhelming 92-5 majority, legislation supporting the roll back of electric rates to 2006 levels and the enactment of a three year rate freeze through 2010. While rate freeze legislation had up until now not had widespread support in the Senate and the President of the Senate had voiced his opposition to a rate freeze, on March 8, 2007, the Senate Environment and Energy Committee voted by a unanimous 11-0 vote to support a bill specific to Ameren that would roll back rates to 2006 levels and freeze rates for at least six months. This bill is likely to be introduced into the entire Senate shortly. "Although an acceptable rate phase-in solution may still be possible, the increasing support for a rate freeze and the continued political intervention in the utility regulatory process in Illinois has increased credit risk for investors and is no longer supportive of investment grade senior unsecured ratings", said Michael G. Haggarty, Vice President and Senior Credit Officer. Moody's believes that future distribution rate increase requests may be met with less constructive responses from state regulators due to the ongoing controversy over Ameren's relatively high rate increases. The ratings remain on review for possible further downgrade since the passage and enactment of rate freeze legislation could result in additional downgrades of the ratings of Ameren's Illinois utility subsidiaries well into speculative grade. The downgrade of the ratings of Union Electric is prompted by higher costs at that utility, lower financial metrics, and a continued challenging regulatory environment in Missouri, most recently illustrated by the Missouri Public Service Commission staff's recommendation that Union Electric's annual electric revenues be reduced by between $136 and $168 million, compared to the utility's request for a $360 million rate increase. Although the MPSC is not expected to rule on the case until later this year and may come to a more constructive decision than the staff recommendation, the large differential between the staff recommendation and utility's request makes it unlikely that AmerenUE will obtain sufficient rate relief to maintain financial ratios consistent with its former rating category. "The ratings downgrade reflects increased cost pressures at Union Electric, including for environmental compliance, coal and coal transportation costs, transmission and distribution system and other energy infrastructure investments, and other expenses, that are unlikely to be offset by sufficiently higher rates", said Haggarty. The lower rating also reflects Moody's expectation that Ameren may have to rely more on Union Electric for upstreamed dividends if rate freeze legislation is passed and enacted in Illinois, severely restricting dividends from the other Ameren utility subsidiaries. The rating outlook of Union Electric is negative due to anticipated continued cost pressures at the utility, the uncertain outcome of the utility's pending Missouri rate case, the ongoing uncertainty with regard to its affiliate utilities in Illinois and their ability of Ameren's Illinois subsidiaries to provide dividends to the parent going forward. The downgrade of parent company Ameren considers the challenging political and regulatory environment facing the company in both of its jurisdictions and the importance of the three Illinois utility businesses to its consolidated financial profile. The Illinois utilities make up nearly half of Ameren's total utility business and any material financial deterioration of those subsidiaries is expected to severely limit upstreamed dividends to the parent, which will increase the reliance of the parent on Union Electric to meet parent company interest and dividend obligations. Ratings downgraded and remaining under review for possible downgrade include: * Ameren's senior unsecured debt and Issuer Rating to Baa2 from Baa1; * Central Illinois Public Service Company's senior secured to Baa3 from Baa2, Issuer Rating to Ba1 from Baa3, and preferred stock to Ba3 from Ba2; * Illinois Power Company's senior secured debt to Baa3 from Baa2, Issuer Rating to Ba1 from Baa3, and preferred stock to Ba3 from Ba2. Ratings downgraded and assigned a negative outlook include: * Union Electric Company's senior secured debt to A3 from A2, Issuer Rating to Baa1 from A3, and preferred stock to Baa3 from Baa2. Ratings downgraded/assessments assigned: * CILCORP, Inc.'s senior unsecured debt to Ba2, LGD5, 80% from Ba1; * Central Illinois Light Company's senior secured debt to Baa2, LGD2, 13% from Baa1; and Issuer Rating to Ba1 from Baa2; Ratings affirmed/assessments assigned: * Central Illinois Light Company's preferred stock at Ba1, LGD4, 54%. Ratings assigned: * CILCORP Corporate Family Rating at Ba1; * CILCORP Probability of Default Rating at Ba1; Ratings placed under review: * Ameren's Prime-2 short-term rating for commercial paper. Ameren Corporation is a public utility holding company headquartered in St. Louis, Missouri. It is the parent company of Union Electric Company, Central Illinois Public Service Company, CILCORP Inc., Central Illinois Light Company, Illinois Power Company, and AmerenEnergy Generating Company. CITATION CORP: Files Chapter 22 to Implement Debt-to-Equity Plan ---------------------------------------------------------------- Citation Corp. filed Monday its for chapter 11 protection with the U.S. Bankruptcy Court for the Northern District of Alabama. This is the company's second bankruptcy along. The company and 19 of its affiliates previously filed for bankruptcy on Sept. 18, 2004. As previously reported in the Troubled Company Reporter, Citation emerged from its first bankruptcy in late May 2005 with a confirmed chapter 11 plan that aimed to wipe $340 million of debt from the company's balance sheet and trim debt obligations from $550 million to $210 million. In its second filing, nine of its affiliates were included. Under its second filing, the company plans to convert $160 million of debt into shares, the Birmingham News reports. Another $30 million of debt will be payable in 2013. Birmingham News relates that according to Citation, 95% of creditors and investors had approved its plan. The bankruptcy filing was done in order to obtain participation from the remaining 5%. Headquartered in Birmingham, Alabama, Citation Corporation -- http://www.citation.net/-- designs, develops and manufactures cast, forged and machined components for the capital and durable goods industries, including the automotive and industrial markets. Citation uses aluminum, steel, gray iron, and ductile iron as the raw materials in its various manufacturing processes. The Debtors previously filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No. 04-08130). Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at Burr & Forman LLP, represented the Debtors in their first bankruptcy. Judge Tamara O. Mitchell confirmed the company's Second Amended Joint Plan of Reorganization on May 18, 2005. CITATION CORP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Citation Corporation 2700 Corporate Drive, Suite 100 Birmingham, AL 35242 Bankruptcy Case No.: 07-01153 Debtor-affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Citation Foundry Corporation 07-01154 Citation Camden Casting Center, Inc. 07-01155 Skokie Castings, Inc. 07-01156 Interstate Southwest Ltd. 07-01157 Citation Wisconsin Forging, LLC 07-01158 Texas Foundries Ltd 07-01159 TSC Texas, LLC 07-01160 ISW Texas Corporation 07-01161 Texas Steel Corporation 07-01162 Type of Business: The Debtors design, develop and manufacture cast, forged and machined components for the capital and durable goods industries, including the automotive and industrial markets. Citation uses aluminum, steel, gray iron, and ductile iron as the raw materials in its various manufacturing processes. See http://www.citation.net/ This is the second time the Debtors filed for bankruptcy. Citation Corp. and 19 of its debtor-affiliates filed for chapter 11 protection between Sept. 18, 2004 and Dec. 7, 2004 (Bankr. N.D. Ala. Case No. 04-08130 through 04-10781). Chapter 11 Petition Date: March 12, 2007 Court: Northern District of Alabama (Birmingham) Judge: Tamara O. Mitchell Debtors' Counsel: Caroline A. Reckler, Esq. Josef S. Athanas, Esq. Latham & Watkins LLP 233 South Wacker Drive, Suite 5800 Chicago, IL 60606 Tel: (312) 876-7700 Fax: (312) 993-9767 -- and -- Marc P. Solomon, Esq. Michael Leo Hall, Esq. Burr & Forman, LLP 3100 SouthTrust Tower 420 North 20th Street Birmingham, AL 35203 Tel: (205) 251-3000 Fax: (205) 458-5100 Estimated Assets: More than $100 Million Estimated Debts: More than $100 Million Debtors' Consolidated List of their 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Citation Corporation $10,000,000 General Unsecured Trust Hasbrouck Haynes, Jr. Two North 20th Street, Suite 550 Birmingham, AL 35203 David Joseph Company $1,661,848 Donna Buckmaster P.O. Box 632960 Cincinnati, OH 45263 DXP $1,365,122 Heather Hernandez P.O. Box 201791 Dallas, TX 75320-1791 Beck Aluminum Alloys $1,055,047 Jim Verage P.O. Box 785011 Philadelphia, PA 19178-5011 Champion Energy Services LLC $597,932 Wells Fargo Bank Routing 121000248 1221 McKinney Street, Suite 3010 Houston, TX 77010 Levand Steel & Supply Corporation