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/raid1/www/Hosts/bankrupt/TCR_Public/070924.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 24, 2007, Vol. 11, No. 226 Headlines AAR CORP: Earns $15.2 Million in First Quarter Ended August 31 ACERMED INC: Case Summary & 20 Largest Unsecured Creditors ADELPHIA COMMS: Selling HQ for Less than Estimated Value AGILYSYS INC: 'Dutch Auction' Tender Offer Closes at $18.18/Share AMERICAN HOME: Committee Selects Blank Rome as Co-Counsel AMERICAN HOME: Citigroup and Deloitte Sued Over Share Issues ARION INSURANCE: Court Grants Injunctive Relief ATLANTIS PLASTICS: Moody's Junks Rating on $120 Mil. Senior Loan ATLAS PIPELINE: Moody's Rates $1.13 Billion Loans at Ba3 BARNERT HOSPITAL: Has Until October 1 to File Schedules & SOFA BARNERT HOSPITAL: U.S. Trustee Appoints Seven-Member Committee BEAR STEARNS: Cayman Court Allows Funds' Liquidation to Proceed BEAR STEARNS: Moody's Affirms Low-B Ratings on Six Certificates BEAR STEARNS: Moody's Rates Class IV-A-3 Notes at Ba2 BLOCK COMMS: Moody's Lifts Rating on $150 Mil. Senior Notes to B1 BOMBAY CO: Provides Update on $115 Million GE DIP Financing BRAND NEW: Voluntary Chapter 11 Case Summary CAPITAL AUTO: Fitch Rates $5.4 Million Class D Notes at BB CAPITAL AUTO: S&P Rates $5 Mil. Class D Notes at BB CHUEY'S NUMERO: Case Summary & 16 Largest Unsecured Creditors CKE RESTAURANTS: Earns $9.4 Million in Twelve Weeks Ended Aug. 13 CMP KC: Moody's Withdraws Ratings Due to Business Reasons COACH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors COTT CORP: Expects Lower 2007 Outlook Due to Volume Declines CREDIT SUISSE: Moody's Junks Rating on $19 Mil. Class N Certs. DANA CORP: To Pay $1,250,000 to Anthony Wayne School District ENHANCED MORTGAGE: Fitch Withdraws Class A-3 Notes' C Rating GAINEY CORP: S&P Lowers Long-Term Corporate Credit Rating to B+ GE CAPITAL: Moody's Junks Ratings on $18.3 Million Cert. Classes GEM SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors GENERAL COMMUNICATION: Inks Acquisition Pact with Alaska Wireless GIDEON ABRAHAM: Voluntary Chapter 11 Case Summary GUITAR CENTER: Stockholders Okay Bain Capital Merger Agreement HANOVER COMPRESSOR: Moody's Withdraws Ratings After UCI Merger HORIZON AIRCRAFT: Case Summary & Two Largest Unsecured Creditors HYDRO SPA: Case Summary & 20 Largest Unsecured Creditors JACOB DRESSLER: Voluntary Chapter 11 Case Summary JAG MEDIA: Extends Merger Deal Termination Date to November 7 KEITH SEWELL: Voluntary Chapter 11 Case Summary KLEEN RITE: Voluntary Chapter 11 Case Summary KRISPY KREME: Board Approves Officer Indemnification Agreement KXD TECHNOLOGY: Files Schedules of Assets and Liabilities KXD TECHNOLOGY: Court Converts Case to Chapter 7 Liquidation LEVI STRAUSS: Launches Tender Offer for $525MM of 12.25% Sr. Notes LORUS THERAPEUTICS: Dr. Denis Burger Elected as Board Chairman MAGNA INTERNATIONAL: Plan of Arrangement Effective on Sept. 20 MFY LLC: Auction of Membership Interests To Be Held Wednesday MILLER PETROLEUM: July 31 Balance Sheet Upside-Down by $1.3 Mil. MOVIE GALLERY: S&P Lowers Corporate Credit Rating to D NASDAQ STOCK: Inks Pacts with Borse Dubai on LSE Stake Sale NASDAQ STOCK: Submits Investment Deals for CFI's Consideration NASDAQ STOCK: Moody's Reviews Ba3 Corporate Family Rating NASDAQ STOCK: S&P Puts BB Counterparty Credit Rating on Watch NEW CENTURY: Residential Mortgage to Buy Loans for $23,330,000 NEW CENTURY: Sec. 341 Meeting of Creditors to Resume Oct. 10 NORANDA ALUMINUM: Posts $10.6 Mil. Net Loss in Qtr. Ended June 30 NORTHERN ORION: Agrees with Yamana Gold's Offering Amendments ONE COMMUNICATIONS: S&P Revises Outlook to Negative PIER 1: Posts $43.4 Million Net Loss in Quarter Ended September 1 PLATINUM PROPERTIES: Voluntary Chapter 11 Case Summary POGO PRODUCING: Completes Redemption of $200 Mil. Senior Notes POWERCOLD CORP: Michael J. Willms Resigns from Board PRIMA CAPITAL: Fitch Affirms Low-B Ratings on Three Cert. Classes QUAKER FABRIC: U.S. Trustee Appoints Five-Member Creditors' Panel QUAKER FABRIC: Courts Okays Sale to Gordon Brothers for $27 Mil. QUAKER FABRIC: Sells Bleachery Pond Property for $2.6 Million QUANTA SERVICES: Expands Credit Facility to $475 Million RAFAELLA APPAREL: S&P Revises Outlook to Negative RH DONNELLEY: Fitch Rates $1 Billion Senior Notes at B- RH DONNELLEY: S&P Holds B Rating on $1 Billion Senior Notes RISKMETRICS GROUP: S&P Reviews B Corporate Credit Rating ROUGE INDUSTRIES: Wants Until November 19 to File Chapter 11 Plan ROWE COS: Trustee Wants Case Converted to Chapter 7 Liquidation ROWE COS: Plan Confirmation Hearing Scheduled on October 19 RURAL/METRO CORP: Unable to File Form 10-K for Year Ended June 30 RURAL/METRO CORP: May Face Default Due to Non-Filing of Form 10-K RURAL/METRO CORP: Informs Nasdaq on Non-Filing of Form 10-K SCHOONER COMMERCIAL: Moody's Holds Low-B Ratings on Six Certs. SELECT MEDICAL: Earns $21 Million in Quarter Ended June 30 SHIFT NETWORKS: CCAA Protection Extend Further to October 1 SIMMONS BEDDING: S&P Lifts $565 Mil. Secured Loan Rating to BB- SP NEWSPRINT: Weak Cash Flows Prompt Moody's to Downgrade Ratings SPARTA COMMERCIAL: July 31 Balance Sheet Upside-Down by $2.2 Mil. STERIGENICS INT'L: Moody's Chips Corporate Family Rating to B3 STRUCTURED ASSET: Moody's Affirms Low-B Ratings on 2 Cert. Classes TARGA RESOURCES: Selling Natural Gas Assets for $705 Million TIER TWO: Case Summary & 20 Largest Unsecured Creditors TRANSDIGM GROUP: Appoints Mervin Dunn as Board Member TRUESTAR BARNETT: Section 341(a) Meeting Scheduled on October 10 TRUESTAR BARNETT: Court Approves Bieging Shapiro as Counsel UNIVERSAL COMPRESSION: Moody's Withdraws Ratings After HCC Merger VALCOM INC: Description on Dealings is Misleading, POW! Says VISION DEVELOPMENT: Case Summary & 37 Largest Unsecured Creditors * S&P Lowers Ratings on 36 Classes Issued by CSFB ABS * S&P Takes Rating Actions on ACE Securities Certificates * Alvarez & Marsal Launches Technology Asset Management Services * Bloomberg to Host Bankruptcy & Hedge Funds Seminar Tomorrow * BOND PRICING: For the Week of Sept. 17 – Sept. 22, 2007 ********* AAR CORP: Earns $15.2 Million in First Quarter Ended August 31 -------------------------------------------------------------- AAR Corp. reported net income of $15.2 million in the three months ended Aug. 31, 2007, compared to net income of $11.8 million in the same period last year. The company reported fiscal 2008 first quarter net sales of $306.0 million and income from continuing operations of $15.3 million. Sales grew 27% from $240.2 million last year, and income from continuing operations increased 25% from $12.2 million in the prior year. AAR achieved double-digit sales growth in all four of the company's operating segments. Sales to commercial customers increased 26%, and sales to defense customers grew 30%, year-over- year. The 26% increase in sales to commercial customers was driven by strength in supply chain programs and aftermarket parts sales, increased heavy maintenance activity, including the acquisition of Reebaire, and continued momentum in the aircraft sales and leasing business. During the quarter, the company launched an additional line of heavy maintenance for Southwest Airlines at its Indianapolis Maintenance Center. In addition, the company nearly doubled the size of its aircraft fleet through the acquisition of eighteen 737-400 aircraft and one 747-400 aircraft with joint venture partners. The 30% growth in sales to defense customers was attributable to robust demand for mobility systems products, the acquisition of Brown International in April 2007 and strength in performance- based logistics programs. AAR was awarded a $162.0 million contract for specialized shipping/storage containers, shelters and accessories to support several branches of the U.S. military and federal civilian agencies. In addition, the company received a $31.0 million order to provide specialized shelters to the U.S. Army and was selected by the U.S. Army to provide 25 cargo handling systems for CH-47 (Chinook) helicopters. Shipments on these new contracts will commence during the second quarter. Gross profit margin was 18.5% for the first quarter compared to 17.9% last year, excluding impairment charges recorded during the first quarter of fiscal 2007. Selling, general and administrative expenses increased $4.8 million year-over-year, reflecting the impact of acquisitions and increased spending to support growth, as well as investments in operational improvement initiatives across the company. Selling, general and administrative expenses declined to 10.0% of sales from 10.7%. Net interest expense increased $400,000 year-over-year related to investments made in the business, including acquisitions and aircraft purchases. The effective income tax rate increased to 34.0% during the first quarter from 30.0% a year ago due to the expiration of certain tax benefits. "We are pleased with the strong sales growth we generated in the first quarter, and fiscal 2008 is off to a solid start," said David P. Storch, chairman and chief executive officer of AAR CORP. "We believe that our top line momentum combined with the margin improvement initiatives underway will contribute to margin expansion going forward. Further, our banks recognize the company's significant achievements and agreed to an increase in our revolving credit facility from $140.0 million to $250.0 million as we explore new opportunities for growth, increasing our market presence and improving our operating results." The company reported that as of Aug. 31, 2007, it had $1.08 billion in total assets and $509.4 million in total stockholders' equity. Information on total liabilities was not provided. About AAR Corp. Headquartered in Wood Dale, Illinois, AAR Corp. (NYSE: AIR) -- http://www.aarcorp.com/-- provides products and value-added services to the worldwide aerospace and defense industry. With facilities and sales locations around the world, AAR uses its close-to-the-customer business model to serve aviation and defense customers through four operating segments: Aviation Supply Chain; Maintenance, Repair and Overhaul; Structures and Systems and Aircraft Sales and Leasing. * * * Moody's upgraded AAR Corporation's corporate family rating and senior notes to Ba3 from B1 on December 2006, in response to improving financial performance resulting form the strong commercial and defense aviation supply and repair environment. ACERMED INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: AcerMed, Inc. 135 Technology Drive, Suite 200 Irvine, CA 92618 Bankruptcy Case No.: 07-13005 Type of business: A privately held company, the Debtor develops and markets Electronic Medical Records, Practice Management and scheduling software. It also delivers other solutions and services to automate the workflow of medical practices, including clinical, financial and administrative tasks. See http://www.acermed.com/ Chapter 11 Petition Date: September 20, 2007 Court: Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Paul S. Nash, Esq. 38 Technology Drive, Suite 250 Irvine, CA 92618-2301 Tel: (949) 727-9041 Total Assets: $1,165,089 Total Debts: $3,603,580 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Medinformatix, Inc. trade debt $849,376 c/o McGonigle, Esq. 233 Wilshire Boulevard, 7th Floor Santa Monica, CA 90401 Stadling Yocca Carlson trade debt $815,574 & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6441 Gulf Coast Orthopedics trade debt $500,000 4541 North Davis Highway, Suite A Pensacola, FL 32503 Joseph C. Hildner, M.D., trade debt $250,000 P.A. 5051 Southeast 110th Street Belleview, FL 34420-3115 Phoenix Technologies trade debt $93,107 A Women's Place trade debt $76,188 Rainbow Pediatrics trade debt $57,580 ProActive Work Health trade debt $39,065 Services U.S. Legal Support bank loan $36,010 Southwest CARE Center trade debt $33,562 Ogden Women's Clinic trade debt $32,096 Henry Schoenthal, M.D. trade debt $31,420 Scott Boulevard Associates, trade debt $30,117 L.P. Midwest Gastroenterology trade debt $26,475 J. Raul Salas, M.D. trade debt $26,061 Orthopedic Center of Florida trade debt $23,724 Mohamed Lameer M.D. trade debt $21,197 Ramona Dagostine, M.D. trade debt $18,615 H.M.W.C. C.P.A. $16,192 Best Care Pediatrics trade debt $14,482 ADELPHIA COMMS: Selling HQ for Less than Estimated Value -------------------------------------------------------- With less than 30 days until the bid deadline, prospective buyers are racing to take advantage of the opportunity to purchase Adelphia Communications Corp.'s former corporate headquarters at just a fraction of its estimated value. LFC Online, in conjunction with the Grubb & Ellis Company, has been selected by Adelphia to sell their former headquarters building, along with several other properties around the country, in a "must sell," accelerated online auction marketing campaign. In a previous online auction for Adelphia, LFC successfully sold over 60 properties located in 17 states throughout the United States. Built in 2002, this striking 72,000-square-foot, three-story office building is complete with a fully-finished basement and 80,000 square feet of paved parking space. Its polished granite exterior is complemented by bronzed windows, a stunning concrete and granite stairway with decorative wrought iron railings and two massive granite pillars inviting guests to experience the corporate opulence within. At night, wall-wash and ground- recessed lighting illuminate the ornate exterior brickwork. The interior of the building boasts brass, bronze, granite, maple wood and parquet flooring and custom woodwork, including raised panel doors and wainscot, throughout. Just off of Route 6 connecting Coudersport to eastern and western Pennsylvania, the state-of-the- art building is fully-networked to house over 275 employees. The surrounding community offers a ready supply of top notch human capital to meet staffing needs for any company looking to extend and strengthen their business involvement in Pennsylvania. "The auction has drawn interest from a wide spectrum of prospective buyers, including a strong international response," Bill Lange, President of the LFC Group of Companies, stated. "Investors, entrepreneurs and even local universities and colleges have already registered for this online auction." With the bid deadline of Oct. 11, 2007 just around the corner, potential buyers are urged to visit http://www.LFC.com/695R3and register to bid in this "must sell" auction. About LFC Group of Companies For over 30 years, the LFC Group of Companies –- http://www.LFC.com/-- has served numerous Fortune 500 companies, real estate developers, investors, financial institutions and government agencies by auction marketing thousands of commercial, industrial, land and residential properties with an aggregate value well in excess of $2 billion. About Grubb & Ellis Grubb & Ellis Company (NYSE: GBE) –- http:/www.grubb-ellis.com/ -- is a full-service commercial real estate organization, providing a complete range of transaction, management and consulting services. By leveraging local expertise with their global reach, Grubb & Ellis offers innovative, customized solutions and seamless service to owners, corporate occupants and investors throughout the globe. About Adelphia Based in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television company. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. The company and its more than 200 affiliates filed for Chapter 11 protection on June 25, 2002 (Bankr. S.D.N.Y. Lead Case No. 02-41729). Willkie Farr & Gallagher represents the Debtors in their restructuring efforts. 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. On Jan. 5, 2007, the Court entered a written confirmation order for Adelphia Communication's Modified 5th Amended Chapter 11 Plan. The Plan became effective on Feb. 13, 2007. Century Communications Corporation, Adelphia's wholly owned indirect subsidiary, filed for Chapter 11 protection on June 10, 2002. Century's case has been jointly administered to Adelphia Communications proceedings. Century operates cable television services in Colorado, California and Puerto Rico. Lawyers at Willkie, Farr & Gallagher represent Century. Century/ML Cable Venture, a New York joint venture of Century Communications and ML Media Partners, LP, filed for Chapter 11 protection on Sept. 30, 2002. Century/ML is a holder of the cable franchise in Leviton, Puerto Rico. Lawyers at Willkie, Farr & Gallagher represent Century/ML. On Sept. 7, 2005, the Court confirmed Century/ML's Plan. Devon Mobile Communications, L.P., which is 49% owned by Adelphia Communications, filed for Chapter 11 protection on Aug. 19, 2002 (Bankr. D. Del. Case No. 02-12431). Saul Ewing, LLP, is represents Devon. Adelphia Business Solutions, Inc., and its debtor-affiliates filed for Chapter 11 protection petitions on March 27, 2002. These debtors' restructurings are jointly administered under case number 02-11388 and these debtors are represented by lawyers at Weil, Gotshal & Manges. Adelphia Business is a 2001 spin-out from Adelphia Communications Corporation. In March 2003, ABIZ began doing business as TelCove. The Court confirmed their 3rd Amended Plan on Dec. 19, 2003 and Adelphia Business emerged from chapter 11 on April 7, 2004. 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 administered under Adelphia Communications and its debtor-affiliates chapter 11 cases. AGILYSYS INC: 'Dutch Auction' Tender Offer Closes at $18.18/Share ----------------------------------------------------------------- Agilysys Inc. reported preliminary results of its "Dutch Auction" tender offer, which expired at 5:00 p.m. Eastern Time on Sept. 19, 2007. The closing price of Agilysys shares on Sept. 19, 2007, was $18.18 per share. On Aug. 21, 2007, Agilysys commenced its tender offer to purchase up to 6,000,000 common shares at a price not less than $16.25 nor greater than $18.50 per share. Based on a preliminary count by National City Bank, the depositary for the tender offer, Agilysys expects to accept for purchase 4,722,811 of its common shares at a purchase price of $18.50 per share, for a total cost of approximately $87.4 million, excluding fees and expenses related to the tender offer. These shares represent 15% of the outstanding common shares as of Aug. 15, 2007. Based on a preliminary count by the depositary, 4,722,811 shares were properly tendered at prices at or below the purchase price, including 2,100,892 shares that were tendered through the notice of guaranteed delivery, making the tender offer undersubscribed by 1,277,189 shares, or approximately 21%. "With this tender offer, we have successfully allowed shareholders an opportunity to liquidate all or a portion of their investment after the divestiture of our KeyLink Systems Distribution Business," Arthur Rhein, chairman, president and chief executive officer, said. "And at the same time, non-tendering shareholders will increase their pro rata ownership in the company and our future operations. The fact that the offer was undersubscribed indicates that our current strategy of growing our IT solutions business has strong support from our shareholders." The number of shares to be purchased and the purchase price per share are preliminary and subject to verification by the depositary. Final results for the tender offer will be determined subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the purchase price per share will be disclosed after the completion of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter. The company intends to repurchase the tendered shares using cash on hand. After this repurchase, Agilysys will have approximately $170 million in cash on hand and $200 million available for borrowings under its credit facility. Management is confident that the combination of existing cash on hand and the current credit facility provides sufficient financial flexibility to fund the company's growth strategy. Agilysys has adopted a share repurchase program for the repurchase of up to 2,000,000 of the company's shares and has entered into a Rule 10b5-1 Plan to facilitate the repurchase of shares under the repurchase program. In accordance with Securities and Exchange Commission rules, the open market repurchase program will not commence until at least 10 business days after the termination of the tender offer. Agilysys anticipates that the 10b5-1 Plan will be in place for one year following the expiration of the tender offer. About Agilysys Inc. Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) -- http://www.agilysys.com/-- is one of the distributors and resellers of enterprise computer technology solutions. The company is delivering complex server and storage hardware, software and services to resellers, large and medium-sized corporate customers, well as public-sector clients across a diverse set of industries. In addition, the company provides customer-centric software applications and services focused on the retail and hospitality markets. Agilysys has sales offices throughout the United States and Canada. * * * Standard and Poor's placed Agilysys Inc.'s long term foreign and local issuer credit ratings at "BB-" in October 2004. The ratings still hold to date. AMERICAN HOME: Committee Selects Blank Rome as Co-Counsel --------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in American Home Mortgage Investment Corp. and its debtor- affiliates' chapter 11 cases seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Blank Rome LLP as co-counsel, nunc pro tunc to Aug. 14, 2007. James J. McGinley, co-chairman of the Creditors Committee, relates that Blank Rome has extensive experience and expertise in bankruptcy and reorganization proceedings. He says that Blank Rome will represent and, perform services for, the Creditors Committee in connection with carrying out the Committee's fiduciary duties and responsibilities under Section 1103(c), and other provisions, of the Bankruptcy Code. Blank Rome will be paid for its legal services on an hourly basis in accordance with its ordinary and customary rates, which are in effect on the date the services are rendered, and are subject to periodic adjustment. It will also be paid for actual and necessary costs of support services in connection with its representation of the Creditors Committee. Blank Rome's current hourly rates are: Andrew Eckstein $615 Bonnie Glantz Fatell $600 David W. Carickhoff $420 Greg T. Kupniewski $310 Partners and counsel $300 - $675 Associates $245 - $475 Paralegals $105 - $265 Mr. McGinley notes that will use every effort to staff the engagement in a cost-effective manner, including utilizing the firm's paralegal assistants to handle aspects of the bankruptcy cases that can best be managed by a paralegal. He adds that Blank Rome will work with proposed co-counsel, Hahn & Hessen LLP, to make every effort to avoid duplication of services. Bonnie Glantz Fatell, Esq., a partner at Blank Rome, informs Judge Sontchi that the firm may have represented or may continue to represent the Debtors' creditors or interest holders in unrelated matters from time to time, but, Blank Rome is not representing, and will not represent, any of those in the Debtors' Chapter 11 cases. She says that Blank Rome is a "disinterested person" as defined in Section 101 (14) of the Bankruptcy Code. Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors has selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. The Debtors' exclusive period to file a plan expires on Dec. 4, 2007. (American Home Bankruptcy News, Issue No. 7, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: Citigroup and Deloitte Sued Over Share Issues ------------------------------------------------------------ Dana Marlin, an investor from California, sued Citigroup Global Markets and Deloitte & Touche LLP over issues on American Home Mortgage Investment Corp.'s shares, the Bloomberg News reported. Mr. Marlin bought 17,300 shares at the secondary offering price of $23.80, 14 weeks before the Debtors' collapse. Deloitte & Touche prepared American Home's financial reports. The 4,000,000, shares issued by American Home have dropped by 99% percent since they were first offered for sale on April 30 at $23.10 each through Citigroup Global Markets, Inc. "The offering materials that they issued all omitted information that was material to investors," said Matthew T. Heffner, Esq., at Susman Heffner & Hurst LLP, in Chicago, Illinois. The suit, which was filed at the U.S. District Court for the Eastern District of New York, seeks to represent thousands of similar investors who bought the shares, Bloomberg News said. Deborah Harrington, a spokeswoman for Deloitte & Touche, said the company did nothing wrong. "Deloitte believes that its work for American Home Mortgage was performed in accordance with the highest professional standards, and it intends to defend this suit vigorously," she told the Bloomberg News. A Citigroup Global spokesman, Stephen Cohen, declined to comment. Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors has selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. The Debtors' exclusive period to file a plan expires on Dec. 4, 2007. (American Home Bankruptcy News, Issue No. 7, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ARION INSURANCE: Court Grants Injunctive Relief ----------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York granted an injunctive relief that, among others, gives full force and effect to the Scheme of Arrangement between Arion Insurance Company, Ltd. and its Scheme Creditors in the U.S. The relief also enjoins all persons and entities from taking any action inconsistent with the scheme. Arion Insurance Company, Ltd. is a Bermuda insurance company. Tasmin Victoria Walker, the foreign representative, filed a chapter 15 petition for Arion Insurance on July 9, 2007 (Bankr. S.D.N.Y. Case No. 07-12108). Tasmin Victoria Walker is represented by Kenneth P. Coleman, Esq., at Allen & Overy LLP. The chapter 15 filing showed the company has estimated assets and debts between $1 million and $100 million. ATLANTIS PLASTICS: Moody's Junks Rating on $120 Mil. Senior Loan ---------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating and other instrument ratings of Atlantis Plastics Inc. following its announcement that it had defaulted on its financial covenants. The company has been placed on review for further downgrade. Moody's took these rating actions and placed ratings on review for further downgrade: -- $25 million revolving credit facility due 2011, downgraded to Caa1 (LGD 3, 41%) from B3 (LGD 3, 41%); -- $120 million senior term loan due 2011, downgraded to Caa1 (LGD 3, 41%) from B3 (LGD 3, 41%); -- $75 million junior term loan due 2012, downgraded to Caa3 (LGD 5, 80%) from Caa2 (LGD 5, 80%); -- Corporate Family Rating, downgraded to Caa2 from Caa1; -- Probability of Default Rating, downgraded to Caa2 from Caa1; and -- Affirmed the SGL-4 Speculative Grade Liquidity Rating. The downgrade reflects the company's likely reliance on an equity infusion in order to obtain an amendment from the bank group, the absence of liquidity and sustained deterioration in the company's credit statistics. Atlantis has defaulted upon and received covenant amendments twice in the last two years. Credit metrics have deteriorated significantly and completing an equity offering in the current market is likely to be difficult. Moreover, the likely terms for an equity offering in the current market will further strain an already strained financial profile. Atlantis Plastics Inc., headquartered in Atlanta, Georgia, is a manufacturer of specialty polyethylene films and molded and extruded plastic components used in a variety of industrial and consumer applications. Atlantis has 15 manufacturing plants located throughout the United States. Revenues for the twelve months ended June 30, 2007 were $403 million. ATLAS PIPELINE: Moody's Rates $1.13 Billion Loans at Ba3 -------------------------------------------------------- Moody's Investors Service confirmed Atlas Pipeline Partners L.P.'s B1 Corporate Family Rating, concluding a review for possible downgrade initiated on June 5, 2007. The review was triggered by Atlas' announced acquisition of interests in two natural gas gathering and processing systems from Anadarko for $1.85 billion. Moody's also assigned Ba3 (LGD 3, 39%) ratings to its senior secured credit facilities comprised of a $300 million revolving credit facility and an $830 million term loan. In addition, Moody's downgraded Atlas' 8.125% senior unsecured notes due 2015 to B3 (LGD 6, 90%) from B2 (LGD 5, 71%) per Moody's LGD methodology. This outcome was driven by the amount of senior secured debt now in Atlas' capital structure. The rating outlook is negative. The ratings confirmation reflects: i. Atlas' greatly increased size and scale following the acquisition from Anadarko, which closed on July 27, 2007; ii. the substantial amount of equity that was raised in connection with the acquisition; iii. expectations of improved financial performance in the coming quarters reflecting volume growth from newly added facilities and favorable hedged prices; and iv. favorable organic growth projects, including several projects related to the acquired assets. The confirmation also reflects expectations of reduced leverage going forward. For the LTM period ended June 30, 2007, Atlas' debt/EBITDA was 5.3x on a pro forma basis versus 4.6x prior to the transaction. Even though 60% of the purchase price was funded with equity, the transaction increased Atlas' pro forma leverage because of the high multiple paid on a historical run-rate basis. However, taking into account improved performance due primarily to a full year of operations at the acquired Waynoka Plant and Atlas' Sweetwater Plant and the effects of favorable hedged prices, Atlas' pro forma debt/EBITDA is expected to end the year at less than 4.5x. In terms of size and scale, the acquisition doubled Atlas' natural gas processing capacity and added 6,000 miles of natural gas gathering pipeline to its system. The acquisition also contributed to Atlas' geographic and contract diversity. The acquired assets also come with a slate of organic projects, which Atlas expects will contribute to results over the coming quarters. Atlas plans to construct a 100 mile pipeline connecting its existing Elk City/Sweetwater system to the newly acquired Chaney Dell system, enhancing its marketing and operating flexibility. The project is expected to be operational by the end of 2008. In the near term, Atlas expects that a dewatering program will add to volumes on the Chaney Dell system and plans to enhance efficiencies on the acquired Midkiff/Benedum system by reducing field losses and adding compression. Another project is expected to expand capacity by 50% at its Sweetwater Plant (placed in service in September 2006) by the third quarter of 2008. While these projects should contribute meaningfully to Atlas' results in 2008 and 2009, they do introduce execution risk and give rise to funding requirements. For the LTM period ended June 30, 2007, Atlas' EBITDA increased from $79 million to $214 million on a pro forma basis. Relative to debt of $1.14 billion, Atlas' pro forma debt/EBITDA was about 5.3x as of June 30, 2007. Current projections indicate that Atlas' EBITDA will be in the range of $300-$330 million in 2008 (assumes that Pioneer exercises its option to increase its interest in the Midkiff/Benedum system by 14.6% to 41.8% in July 2008) which will reduce debt/EBITDA to less than 4x. Pro forma EBITDA/interest was about 2.4x for the LTM period ended June 30, 2007 and is expected to increase to over 3.5x in 2008. Atlas' pro forma debt/book capitalization was about 45% as of June 30, 2007 and is expected to remain at or about that level through next year. Atlas has announced that it intends to increase distribution coverage (EBITDA-interest-maintenance capex/distributions) from 1.1x currently to 1.2x, which will allow it to generate some excess cash flow available to fund its growth projects. The negative outlook reflects a degree of execution risk related to planned volume growth on the acquired assets and also with respect to its organic growth projects. The acquisition of the Anadarko assets essentially tripled the size of the partnership and therefore also raises some concern with respect to pace of growth and financial discipline. That said, Atlas' increased size and scale makes its well positioned within its rating assuming that its growth projections come to fruition. A return to a stable outlook will be considered once Atlas successfully achieves debt/EBITDA of less than 4.5x for several quarters, potentially by early to mid-2008. Atlas Pipeline Partners L.P. is headquartered in Moon Township, Pennsylvania. BARNERT HOSPITAL: Has Until October 1 to File Schedules & SOFA -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey gave Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital, until Oct. 1, 2007, to file its schedules of assets and liabilities and statement of financial affairs. In its request, the Debtor disclosed that prior to filing for bankruptcy, it focused on certain tasks necessary to ensure its continued operations. Specifically, the Debtor: * evaluated various financing options to allow the hospital to continue to operate; * reviewed voluminous financing and other documents in preparation of its chapter 11 filing; * responded to inquiries of the Board of Trustee, executives and key employees; and * addressed issues relating to its cash needs and proposed use of cash collateral. The Debtor said that it prefers to extend the deadline with regards to the filing of its Schedules and SOFA and submit the complete documents. Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital, owns and operates a 256 bed general acute care community hospital located at 680 Broadway in Paterson, New Jersey. The company filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631). David J. Adler, Esq., at McCarter & English, LLP, represents the Debtor. When the Debtor filed for protection from its creditors, it listed estimated assets and debts between $1 million and $100 million. BARNERT HOSPITAL: U.S. Trustee Appoints Seven-Member Committee -------------------------------------------------------------- Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors in Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital's chapter 11 case. The Committee members are: 1. Stanley Siegel, Chairperson Bergen Community Regional Blood Center P.O. Box 39 Paramus, NJ 07653 Tel: (201) 705-1618 Fax: (201) 389-0316 2. Joel Taylor PSE&G 80 Park Plaza, T5O Newark, NJ 07102 Tel: (973) 430-6483 Fax: (973) 645-1103 3. Mary Beth Riley Sodexho 100 Osceola Road Syracuse, NY 13209 Tel: (315) 487-5908 Fax: (315) 468-1648 4. Tyronza Walton Cardinal Health 7000 Cardinal Place Dublin, OH 43017 Tel: (614) 553-3154 Fax: (614) 652-6848 5. Melissa Merkel, Esq. ARAMARK Clinical Technology Services, LLC 1101 Market Street Philadelphia, PA 19107 Tel: (215) 238-7109 Fax: (215) 238-3067 6. James D. Pyden Nurse Staffing, LLC dba Nurses 24/7 1700 Route 23 North, Suite 100 Wayne, NJ 07470 Tel: (973) 285-3249 Fax: (973) 695-1633 7. William Colgan Armanti Financial Services 2 Broad Street Bloomfield, NJ 07003 Tel: (973) 429-9645 Fax: (973) 429-1211 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital, owns and operates a 256 bed general acute care community hospital located at 680 Broadway in Paterson, New Jersey. The company filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631). David J. Adler, Esq., at McCarter & English, LLP, represents the Debtor. When the Debtor filed for protection from its creditors, it listed estimated assets and debts between $1 million and $100 million. BEAR STEARNS: Cayman Court Allows Funds' Liquidation to Proceed --------------------------------------------------------------- The Grand Court of the Cayman Islands issued orders on Sept. 14, 2007, converting the foreign proceedings of Bear Stearns High Grade Structured Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund, Ltd., from provisional liquidation to official liquidation stage. Madam Justice Priya Levers assented to the Foreign Debtors' request, paving the way for liquidators to begin winding up the Funds, James Dimond of CaymanianCompass reported. Pursuant to the Official Liquidation Orders, Simon Lovell Clayton Whicker and Kristen Beighton, as joint provisional liquidators, became the official liquidators and the duly authorized foreign representatives of the Funds. The Bear Stearns Funds were estimated to have had as much as $1,500,000,000 in capital as of March 2007. The Official Liquidators expect recoveries of up to $25,000,000 from the Master Fund and less than $50,000,000 from the smaller Enhanced Leverage Fund, according to Mr. Dimond. The liquidation will proceed despite an order by the United States Bankruptcy Court for the Southern District of New York dated August 30, refusing to recognize the Cayman Islands as the "correct jurisdiction" for the liquidation, the paper said. U.S. Bankruptcy Judge Burton Lifland pointed out that the liquidators' pleadings provide the evidence to establish that the Funds' center of main interest is in the United States and not in the Cayman Islands. He noted that the only adhesive connection the Funds have with the Cayman Islands is the fact that they are registered there. Judge Lifland further pointed out that the Bear Stearns Funds' Chapter 15 Petitions have demonstrated that: (a) the Funds have no employees or managers in the Cayman Islands; (b) the Funds' investment manager is located in New York; (c) the Funds' Administrator that runs their back-office operations is in the U.S. along with their books and records; and (d) before the commencement of the Foreign Proceedings, all of the Funds' liquid assets were located in the U.S. Representing the Funds during the September 14 hearing, Sandra Corbett, Esq., a partner at Walkers, in the Cayman Islands, noted that no party had opposed to the Winding-Up Notice that appeared in the Cayman Islands Gazette on August 20, according to Mr. Dimond. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BEAR STEARNS: Moody's Affirms Low-B Ratings on Six Certificates --------------------------------------------------------------- Moody's Investors Service upgraded the ratings of five classes and affirmed the ratings of 11 classes of Bear Sterns Commercial Mortgage Securities Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-PBW1 as: -- Class A-1, $165,549,444, affirmed at Aaa; -- Class A-2, $385,855,000, affirmed at Aaa; -- Class X-1, Notional, affirmed at Aaa; -- Class X-2, Notional, affirmed at Aaa; -- Class B, $26,483,000, affirmed at Aaa; -- Class C, $31,089,000, upgraded to Aaa from Aa2; -- Class D, $8,060,000, upgraded to Aaa from Aa3; -- Class E, $9,211,000, upgraded to Aa1 from A1; -- Class F, $13,817,000, upgraded to Aa3 from A3; -- Class G, $13,817,000, upgraded to A3 from Baa2; -- Class H, $16,120,000, affirmed at Ba1; -- Class J, $10,363,000, affirmed at Ba2; -- Class K, $3,454,000, affirmed at Ba3; -- Class L, $5,757,000, affirmed at B1; -- Class M, $9,211,000, affirmed at B2; and -- Class N, $2,302,000, affirmed at B3. As of the Sept. 11, 2007 distribution date, the transaction's aggregate certificate balance has decreased by about 22.4% to $714.9 million from $921.2 million at securitization. The certificates are collateralized by 108 loans, ranging in size from less than 1% to 5.7% of the pool, with the top 10 loans representing 32.6% of the pool. The largest loan in the pool is shadow rated investment grade. Sixteen loans, representing 28.2% of the pool, have defeased and are collateralized by U.S. Government securities. The pool has not experienced any losses since securitization and currently there are no loans in special servicing. Fifteen loans, representing 7.7% of the pool, are on the master servicer's watchlist. Moody's was provided with year-end 2006 operating results for 72.4% of the pool, excluding the defeased loans. Moody's weighted average loan to value ratio for the conduit component is 79.4%, compared to 81.3% at Moody's last full review in April 2006 and compared to 83.8% at securitization. Moody's is upgrading Classes C, D, E, F and G due to increased credit support, defeasance and stable overall pool performance. The shadow rated loan is the RREEF Textron Portfolio Loan ($41 million -- 5.7%), which represents the A Note of an $80 million mortgage loan. The loan is secured by a portfolio of seven diverse properties, which include industrial, office, retail and multifamily. The properties are located in five states plus Washington, D.C. and total 1.4 million square feet. The properties are also encumbered by a $39 million B Note, which is held outside the trust. Moody's current shadow rating is Aaa, the same as at last review. The top three non-defeased conduit loans represent 9.3% of the pool. The largest conduit loan is the Fifth Third Center Loan ($23.5 million -- 3.3%), which is secured by a 300,000 square foot Class A office building located in downtown Dayton, Ohio. The property was 88.6% leased as of March 2007, compared to 90.5% at last review. The largest tenant is Fifth Third Bank, which occupies 35.9% of the premises through November 2009. Moody's LTV is 94.3%, compared to 91.8% at last review. The second largest conduit loan is the Mountain Square Shopping Center Loan ($23.1 million -- 3.2%), which is secured by a 275,000 square retail center located in Upland, California. The center is 99.5% occupied, essentially the same as last review. Major tenants include Home Depot, Vons Supermarket and Staples. Moody's LTV is 77.5%, compared to 77.1% at last review. The third largest conduit loan is the CNL Retail Portfolio Loan ($19.8 million -- 2.8%), which is secured by five freestanding single-tenant retail properties located in Florida (4) and Virginia. The portfolio is 100% leased, the same as at securitization. Moody's LTV is 70.1%, compared to 73.2% at last review. BEAR STEARNS: Moody's Rates Class IV-A-3 Notes at Ba2 ----------------------------------------------------- Moody's Investors Service assigned an A2, Baa2, and Ba2 rating to the Class IV-A-1, Class IV-A-2, and Class IV-A-3 notes, respectively, issued by CMO Holdings III Ltd. The assets of the issuing entity will consist of a 100% ownership interest in the Class I-B-IO Certificate from Bear Stearns Mortgage Funding Trust 2007-AR5, Mortgage Pass-Through Certificates, Series 2007-AR5. The cash flows available to repay the notes are significantly impacted by the level of prepayments as well as the timing and amount of losses on the underlying mortgage pool. Moody's applied various combinations of loss and prepayment scenarios to evaluate the adequacy of cash flows to fully amortize the rated notes. The complete ratings are: Issuer: Bear Stearns Structured Products Inc. NIM Trust 2007-N7-IV -- Class IV-A-1, Assigned A2; -- Class IV-A-2, Assigned Baa2; and -- Class IV-A-3, Assigned Ba2. BLOCK COMMS: Moody's Lifts Rating on $150 Mil. Senior Notes to B1 ----------------------------------------------------------------- Moody's Investors Service upgraded Block Communications Inc.'s corporate family rating to Ba3 from B1 and revised its outlook to stable. In addition, Moody's upgraded Block's $150 million senior notes due 2015 to B1 from B2 and confirmed the rating of its $190 million senior secured credit facility ($75 million senior secured revolver due 2011, $115 million senior secured term loan due 2012). The upgrade reflects Moody's expectation that Block's favorable union contract resolution at both The Blade and Pittsburgh Post- Gazette will result in significant cost savings and substantial improvement in the company's credit metrics. Moody's has taken these ratings actions: Issuer: Block Communications, Inc. -- Corporate Family Rating -- Upgraded from B1 to Ba3 -- Probability of Default Rating -- Upgraded from B1 to Ba3 -- Secured Revolver -- Confirmed Ba1; (from LGD 2, 18% to LGD 2, 19%) -- Secured Term Loan - Confirmed Ba1; (from LGD 2, 18% to LGD 2, 19%) -- 8-1/4% Senior Notes due 2015 -- Upgraded from B2 to B1; (LGD 5, 73%) The outlook is stable. Block Communications Inc.'s Ba3 corporate family rating reflects the favorable resolution of the company's labor union contracts at its publishing segment and the related cost benefits that are expected to result in improving margins and leverage. The rating also reflects the meaningful underlying asset value attributed to Block's media assets including its technologically advanced cable system and the company's broadcast television stations (including a duopoly in the Louisville, Kentucky market, the 48th DMA) and the stability of and growth prospects for the cable operations. The rating remains constrained by the rather limited scale of Block's operating segments, modest EBITDA margins of its publishing and broadcasting divisions and the continuing negative circulation trends and advertising declines at the publishing division. The rating also incorporates the risks associated with the company's exposure to the cyclicality of the overall advertising business. Block Communications Inc., headquartered in Sylvania, Ohio, is a diversified media company with operations in cable television, telecommunications, newspaper publishing and television broadcasting. BOMBAY CO: Provides Update on $115 Million GE DIP Financing ----------------------------------------------------------- The Bombay Company, Inc. provided an update regarding the $115 million debtor-in-possession financing from GE Corporate Lending and GE Canada Finance Holding Company related to its voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. While GE Corporate Lending and GE Canada Finance Holding Company have expressed a willingness to provide the funding, the DIP financing is contingent upon approval of the U.S. Bankruptcy Court for the Northern District of Texas. The company will be seek approval of the DIP financing tomorrow, Sept. 25, 2007. "We are confident in our business and in our restructuring plans as outlined in our filing, and we expect our business will continue to operate as usual," David B. Stewart, Chief Executive Officer of the company, said. Headquartered in Fort Worth, Texas, The Bombay Company, Inc., (OTC Bulletin Board: BBAO) – http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories, wall decor and furniture through 384 retail outlets and the Internet in the U.S. and internationally. The company and its debtor-affiliates filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Case No. 07-44084). Jason B. Binford, Esq., and Robert Dew Albergotti, Esq., at Haynes & Boone, LLP, in Dallas, Texas, represent the Debtors in their restructuring efforts. As of May 5, 2007, the Debtors listed total assets of $239,400,000 and total debts of $173,400,000. BRAND NEW: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Brand New Products, LLC 2532 North Elston Chicago, IL 60647 Bankruptcy Case No.: 07-17135 Chapter 11 Petition Date: September 20, 2007 Court: Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Gina B. Krol, Esq. Cohen & Krol 105 West Madison Street, Suite 1100 Chicago, IL 60602 Tel: (312) 368-0300 Fax: (312) 368-4559 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. CAPITAL AUTO: Fitch Rates $5.4 Million Class D Notes at BB ---------------------------------------------------------- Fitch Ratings expects to assign these ratings to Capital Auto Receivables Trust 2007-3: -- $212,000,000 class A-1 'F1+'; -- $224,000,000 class A-2 'AAA'; -- $409,000,000 class A-3 'AAA'; -- $190,804,000 class A-4 'AAA'; -- $35,622,000 class B 'A'; -- $16,442,000 class C 'BBB'; and -- $5,480,000 class D 'BB'. CAPITAL AUTO: S&P Rates $5 Mil. Class D Notes at BB --------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to Capital Auto Receivables Asset Trust 2007-3's $1.093 billion asset-backed notes series 2007-3. The preliminary ratings are based on information as of Sept. 20, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The credit quality of the underlying pool, which has a weighted average FICO score of 705.04 and consists of prime automobile loans; -- The timely interest and principal payments made under stressed cash flow modeling scenarios consistent with the ratings assigned to each class of notes; -- The credit enhancement; and -- The sound legal structure. Preliminary ratings assigned: Capital Auto Receivables Asset Trust 2007-3 Class Prelim Type Interest Amount Legal final rating rate* (MM $)** maturity ----- ------ ---- -------- -------- ----------- A-1*** A-1+ Senior N.A. 212.000 September 2008 A-2 AAA Senior N.A. 224.000 November 2009 A-3 AAA Senior N.A. 409.000 September 2011 A-4 AAA Senior N.A. 190.804 March 2014 B*** A Sub N.A. 35.622 March 2014 C*** BBB Sub N.A. 16.442 March 2014 D*** BB Sub N.A. 5.480 March 2014 *The interest rate of each class of notes will be a fixed rate, a floating rate, or a combination of both if that class has both a fixed-rate tranche and a floating-rate tranche. If the interest rate is floating, the rate will be tied to one- month LIBOR, and the trust will enter into a swap agreement with the swap counterparty. **To be determined at pricing. ***The class A-1 notes will be sold in one or more private placements, and the class B, C, and D notes may be initially retained by the depositor or sold in one or more private placements. N.A.-Not available. CHUEY'S NUMERO: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Chuey's Numero Uno, Inc. dba Chuey's Restaurant and Cantina 1901 Main Street San Diego, CA 92113-2129 Tel: (619) 234-6937 Bankruptcy Case No.: 07-05189 Chapter 11 Petition Date: September 19, 2007 Court: Southern District of California (San Diego) Debtor's Counsel: Eric Siegler, Esq. 39825 Alta Murrieta Dr., Suite B-26 Murrieta, CA 92562 Tel: (951) 795-8795 Total Assets: $3,215,108 Total Debts: $2,967,447 Debtor's List of its 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ International City Bank Bank Loan $387,920 249 East Ocean Boulevard Secured: Long Beach, CA 90802 $2,700,000 Unsecured: $81,530 Wells Fargo - BDD Bank Loan $53,438 P.O. Box 53476 Phoenix, AZ 85072-9955 Schulman and Schulman Bank Loan $50,000 1551 4th Avenue, Suite 502 San Diego, CA 92101 Uniradio Trade Debt $10,400 Restaurant Depot Trade Debt $9,709 Martinez & Associates Trade Debt $8,288 G&G Provisions Trade Debt $8,225 Crest Beverage Trade Debt $7,802 Christine Holmer Trade Debt $6,940 Lupe Weinmann Trade Debt $5,451 Internal Revenue Service Trade Debt $4,990 San Diego Treasurer Trade Debt $4,368 Tax Collector Golden Eagle Insurance Trade Debt $3,129 State Board of Equalization Trade Debt $2,104 Employment Development Trade Debt $2,104 Department Heartland Meats Trade Debt $1,800 Gliko Contracting and Trade Debt $1,448 Estimating Pepsi-Cola Co. Trade Debt $1,440 Anheuser Busch Trade Debt $1,393 State Compensation Ins. Trade Debt $1,352 La Jolla Bank Bank Loan $2,393,610 Secured: $2,700,000 Unsecured: $0 CKE RESTAURANTS: Earns $9.4 Million in Twelve Weeks Ended Aug. 13 ----------------------------------------------------------------- CKE Restaurants Inc. disclosed second quarter results for the twelve weeks ended Aug. 13, 2007. CKE Restaurants Inc. reported net income of $9.4 million for the twelve weeks ended Aug. 13, 2007, compared with net income of $14.2 million for the same period ended Aug. 14, 2006. Same-store sales increased 2.0% at Carl's Jr.(R) and 2.9% at Hardee's(R) company-operated restaurants, compared to the prior year quarter. Consolidated revenue for the current year quarter was $363.1 million, a 0.4% decrease from $364.4 million in the prior year quarter. Company-operated restaurants revenue for the current year quarter was $287.8 million, a 0.5% decrease from the prior year quarter. Both consolidated revenue and company- operated restaurants revenue comparisons have been negatively impacted by the refranchising of the company's Oklahoma Carl's Jr. market during the prior year quarter and by the refranchising of 6 Hardee's restaurants during the current fiscal year. Second quarter operating income was $23.4 million versus $33.9 million in the prior year quarter. The $10.5 million decrease in operating income was attributable to "commodity pressures, increased rent and depreciation and amortization expense and increased workers' compensation expense." Second quarter income before income taxes and discontinued operations was $19.5 million versus $26.4 million in the prior year quarter. This year's income before income taxes and discontinued operations decreased as a result of the decrease in operating income, which was partially offset by a decrease of $3.6 million in conversion inducement expense. Second quarter income from continuing operations was $11.7 million versus $14.7 million in the prior year quarter. For the twelve weeks ended Aug. 13, 2007, the company generated earnings before interest, income taxes, depreciation and amortization, facility action charges and share-based compensation expense of $39.0 million, versus $47.1 million in the comparable prior year period. The company repurchased 4,022,300 shares of common stock during the quarter at a total cost of $70.3 million. Since the end of the second quarter, the company has repurchased an additional 2,056,500 shares at a total cost of $35.5 million. At Aug. 13, 2007, the company's consolidated balance sheet showed $785.6 million in total assets, $534.2 million in total liabilities, and $251.4 million in total stockholders' equity. The company's consolidated balance sheet at Aug. 13, 2007, also showed strained liquidity with $154.4 million in total current assets available to pay $196.2 million in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended Aug. 13, 2007, are available for free at http://researcharchives.com/t/s?23a3 About CKE Restaurants Headquartered in Carpinteria, California, CKE Restaurants Inc. (NYSE: CKR) -- http://www.ckr.com/-- operates some of the most popular U.S. regional brands in quick-service and fast-casual dining, including the Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and Green Burrito(R) restaurant brands. As of the end of its fiscal 2008 second quarter, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,036 franchised, licensed or company-operated restaurants in 42 states and in 13 countries, including 1,111 Carl's Jr. restaurants and 1,909 Hardee's restaurants. * * * As reported in the Troubled Company Reporter on Troubled Company on Sept. 10, 2007, Standard & Poor's Ratings Services revised its outlook on CKE Restaurants Inc. to negative from stable. At the same time, S&P affirmed all the ratings, including the 'BB-' corporate credit rating, on the company. CMP KC: Moody's Withdraws Ratings Due to Business Reasons --------------------------------------------------------- Moody's Investors Service withdrew CMP KC LLC's Caa1 corporate family rating and Caa2 probability of default rating. In addition, Moody's has withdrawn the Caa1 rating on CMP KC's $98.4 million senior secured credit facility ($26 million senior secured revolver, $72.4 million senior secured term). Moody's has withdrawn these ratings for business reasons. Moody's has withdrawn these ratings: Issuer: CMP KC, LLC -- Corporate Family Rating – Caa1; -- Probability of Default Rating – Caa2; -- Secured Revolver -- Caa1 (LGD 3, 35%); and -- Secured Term Loan -- Caa1 (LGD 3, 35%). CMP KC LLC, headquartered in Atlanta, Georgia, is a radio broadcaster and a wholly owned subsidiary of Cumulus Media Partners LLC. COACH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Coach Industries Group, Inc. One Lawrence Street Glens Falls, NY 12801 Bankruptcy Case No.: 07-12516 Chapter 11 Petition Date: September 20, 2007 Court: Northern District of New York (Albany) Judge: Robert E. Littlefield, Jr. Debtor's Counsel: Richard L. Weisz, Esq. Hodgson Russ, L.L.P. 677 Broadway Albany, NY 12207 Tel: (518) 465-2333 Total Assets: $11,438,693 Total Debts: $175,451,040 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Universal Express, Inc. $160,000,000 5295 Town Center Road Boca Raton, FL 33486 American Dealership Corp./ Default Judgment $4,500,000 Jules Meyers filed in California 9229 Sunset Boulevard, Suite 400 West Hollywood, CA 90069 Tel: (323) 272-7904 Wachovia Bank Guaranty of $1,500,000 350 East Las Olas Boulevard C.D.S., Inc. 18th Floor Obligation Ft. Lauderdale, FL 33301 B.F.T. Funding Company Default Judgment $675,239 No. 1, L.L.C. filed in Florida c/o Anthony J. Carriuolo Berger Singerman 350 East Las Olas Boulevard, Suite 1000 Ft. Lauderdale, FL 33301 Monarch Capital $560,000 500 5th Avenue, Suite 2240 New York, NY 10110 Richardson & Patel $441,700 10900 Wilshire Boulevard, Suite 500 Los Angeles, CA 90024 Harbor Crest Partners, $252,000 L.L.C. 6129 Town Colony Drive Suites 624/704 Boca Raton, FL 33433 Hughes Hubbard & Reed, L.L.P. $147,695 Susan Weisman Wages $61,300 S.C.R. Consulting, L.L.C. $25,010 Joseph I. Emas Director's Fees $16,000 Richard J. Burton & $14,802 Associates, P.A. Edwards Angell Palmer & $14,095 Dodge, L.L.P. Snow Becker Krauss, P.C. $11,650 William Lerner Director's Fees $11,500 Bruce Green $11,405 R.R.&A. Realty Development $6,678 Corp. Broward County Revenue $4,201 Collection Stellar Concepts & Design, $2,346 Inc. A Job For You $1,912 COTT CORP: Expects Lower 2007 Outlook Due to Volume Declines ------------------------------------------------------------ Cott Corporation is lowering its earnings expectations for 2007 as a result of higher than expected industry volume declines in key markets, increased promotional activity by national brands, and the continuing impact of commodity costs not sufficiently offset in the short-term by growth and cost-cutting initiatives. The carbonated soft drink market in the U.S. and Canada experienced steeper declines than anticipated in the four weeks ending Aug. 11, 2007, down 7% on a volume basis, while abnormally cool and wet summer weather in the U.K. adversely impacted category volume in that market. Additionally, start-up issues with the new aseptic line in the U.K. resulted in additional costs, a voluntary product withdrawal and significant line downtime which impacted sales of existing and new products. "Passing through commodity cost increases and dealing with higher than anticipated CSD industry declines are proving to be too significant to absorb this year," Brent Willis, Cott's CEO, said. "Although we have closed manufacturing facilities and cut significant other costs, begun expansion of new products, new channels, and new markets, and taken significant pricing, these actions have not been sufficient to offset the negative environment impacts and some of our own internal execution and new product start-up challenges. As a result, we no longer feel we can meet the previously announced targets for 2007 and we expect year over year revenue growth to be flat and operating income to be substantially lower than 2006. We underestimated how much time and effort it was going to take to fully implement our strategy and to capture the return on that strategy. Our focus for the remainder of 2007 and into 2008 will be to continue to take aggressive actions to turn the business around and drive profitability in line with our long-term business model." "2007 has been one of the most challenging years in Cott's history," Frank Weise , Cott's Chairman, added. "While the actions the company has taken to drive the turnaround are on strategy and progressing, the short term results have been undermined by significant declines in the CSD category in North America, unprecedented cost increases and executional challenges. The Board remains confident the right steps are being taken to confront the key challenges and position the company for future growth in sales and profits." About Cott Corp. Headquartered in Toronto, Ontario, Cott Corporation (NYSE: COT; TSX: BCB) -- http://www.cott.com/-- is a non-alcoholic beverage company and a retailer brand beverage supplier. The company commercializes its business in over 60 countries worldwide, with its principal markets being the United States, Canada, the United Kingdom and Mexico. Cott markets or supplies over 200 retailer and licensed brands, and company-owned brands including Cott, Royal Crown, Vintage, Vess and So Clear. Its products include carbonated soft drinks, sparkling and flavoured mineral waters, energy drinks, juices, juice drinks and smoothies, ready-to-drink teas, and other non-carbonated beverages. * * * Cott Corp. continues to carry Standard & Poor's Ratings Services' B+ long-term corporate credit rating with a negative outlook. CREDIT SUISSE: Moody's Junks Rating on $19 Mil. Class N Certs. -------------------------------------------------------------- Moody's Investors Service downgraded and placed on review for further downgrade the ratings of six classes and affirmed the ratings of 10 classes of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CND2 as: -- Class A-2, $58,464,952, Floating, affirmed at Aaa; -- Class A-X-1, Notional, affirmed at Aaa; -- Class A-X-3, Notional, affirmed at Aaa; -- Class A-X-4, Notional, affirmed at Aaa; -- Class B, $64,000,000, Floating, affirmed at Aaa; -- Class C, $63,000,000, Floating, affirmed at Aaa; -- Class D, $39,000,000, Floating, affirmed at Aa1; -- Class E, $36,000,000, Floating, affirmed at Aa2; -- Class F, $35,000,000, Floating, affirmed at Aa3; -- Class G, $37,000,000, Floating, affirmed at A1; -- Class H, $33,000,000, Floating, downgraded to A3 from A2; remains on review for further possible downgrade; -- Class J, $36,000,000, Floating, downgraded to Baa1 from A3; remains on review for further possible downgrade; -- Class K, $32,000,000, Floating, downgraded to Baa3 from Baa2; remains on review for further possible downgrade; -- Class L, $32,000,000, Floating, downgraded to Ba1 from Baa3; remains on review for further possible downgrade; -- Class M, $23,000,000, Floating, downgraded to B2 from B1; placed on review for further possible downgrade; and -- Class N, $18,835,048, Floating, downgraded to Caa2 from B3; placed on review for further possible downgrade. The certificates are collateralized by two senior participation interests in two properties. As of the Sept. 17, 2007 distribution date, the transaction's aggregate certificate balance has decreased by about 74.5% to $507.3 million from $1.99 billion at securitization as the result of the payoff of 14 loans. Both remaining loans are transitional assets that are or were undergoing conversion intended for residential condominiums. Moody's is downgrading Classes H, J, K, L, M and N due to performance issues with the two remaining assets and the November 2007 maturity of both loans. The Manhattan House Loan (88.7% of the pool balance) is secured by a 583-unit apartment building located on the Upper East Side of New York City. The building is in the process of converting to condominium. The final offering plan for the conversion was approved by the New York Attorney General's office on March 30, 2007. To date no units have been sold and the loan was transferred to special servicing due to technical defaults and the impending loan maturity date of Nov. 9, 2007. For the borrower to exercise the first of two 12-month extension options, it must either repay a portion of the loan or have entered into sales contracts at a specified gross sales price. Loan payments are current through September 2007. On-going litigation includes a buy-out dispute between the loan sponsors and a lawsuit filed by a tenant group against the New York Attorney General relating to its approval of the sponsor's condominium offering plan. The legal disputes have impeded sales and construction at the property has been delayed with renovation of the first 30 units now scheduled for completion by the end of September 2007. The Mizner Court at Broken Sound Loan (11.3%) is secured by a 450- unit apartment complex located in Boca Raton, Florida. There have been no condominium sales and due to a significant deterioration in the condominium market in south Florida the borrower is operating the complex as a rental property. The loan matures on Nov. 9, 2007 and the borrower does not qualify for its 12-month extension option. DANA CORP: To Pay $1,250,000 to Anthony Wayne School District ------------------------------------------------------------- Dana Corp. will pay about $1,250,000,000 to Anthony Wayne Local School District for missing tax abatement donations, The Toledo Blade reports. The payment is part of a settlement that Dana has entered with Anthony Wayne. Under the settlement terms, $1,625,000 will be paid in cash and stock from reorganized Dana after it emerges from bankruptcy. The settlement, which is subject for approval of the U.S. Bankruptcy Court for the Southern District of New York, is still in the works, the Blade says. The Blade relates that negotiations began last year after Dana missed a third straight annual payment of about $237,000 to the school district. Dana had agreed to pay Anthony Wayne as part of a property tax abatement for Dana's Maumee Technical Center that opened in 2004. Charlie Burns relates to the Blade that the agreement, if approved [by the Bankruptcy Court], will "basically make the district whole" and could have been a lot worse. "For the board, from the beginning, we were very concerned that we may not receive anything. But it's worked out well for us, and we're excited about it." Chuck Hartlage, Dana's spokesman, said he was unfamiliar with the settlement and would investigate, according to the Blade. Mr. Hartlage said the corporation was "pleased to have reached this agreement" with the district, but added that he couldn't discuss how it would affect other Dana creditors. About Dana Corp. Toledo, Ohio-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). As of Sept. 30, 2005, the Debtors listed $7,900,000,000 in total assets and $6,800,000,000 in total debts. 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. Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the Official Committee of Equity Security Holders. Stahl Cowen Crowley, LLC serves as counsel to the Official Committee of Non- Union Retirees. The Debtors filed their Joint Plan of Reorganization on Aug. 31, 2007. The Court has set a hearing on Oct. 23, 2007, to consider the adequacy of the Disclosure Statement explaining the Debtors' Plan. (Dana Corporation Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). ENHANCED MORTGAGE: Fitch Withdraws Class A-3 Notes' C Rating ------------------------------------------------------------ Fitch withdraws the rating on one class of notes issued by Enhanced Mortgage-Backed Securities V, Ltd. namely, $20,000,000 class A-3 subordinated notes ratings withdrawn from 'C/DR4'. The A-3 notes were downgraded yesterday to reflect proceeds that are in line with its final DR rating, given that the liquidation is now complete. The rating is withdrawn and Fitch will no longer be providing analytical coverage for the entire transaction. GAINEY CORP: S&P Lowers Long-Term Corporate Credit Rating to B+ --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit and senior secured debt ratings on Gainey Corp. to 'B+' from 'BB-' and placed the ratings on CreditWatch with negative implications. "The rating actions and CreditWatch placement reflect weaker financial performance caused by difficult trucking industry conditions, which we expect to persist into 2008," said Standard & Poor's credit analyst Anita Ogbara. "The rating actions also take into account reduced room under bank facility covenants, because of weaker-than-expected earnings and cash flow." With more than $400 million in sales, Gainey is a second-tier participant in truckload trucking, competing against both large companies such as Swift Corp. (with annual sales of more than $3.2 billion), and many smaller truckers. The Grand Rapids, Mich.- based company operates about 2,200 trucks and more than 4,900 trailers from 15 locations throughout the U.S. Conditions in the trucking sector have deteriorated since late 2006 and will likely not improve significantly over the near term, given the slowing U.S. economy. As a result, S&P expects Gainey's operating performance and financial profile to remain weaker than previously expected. The company's liquidity is somewhat constrained. As of June 30, 2007, Gainey maintained $5 million in cash on hand and $31 million of availability under the revolving credit facility. Covenants under the credit facility were previously amended to allow some flexibility through March 2008. Still, flexibility under its new covenants remains limited. S&P will assess the company's operating prospects and liquidity in resolving the CreditWatch. S&P could lower ratings further if it appears that financial performance is unlikely to improve over the next several quarters, or if prospective covenant compliance raises liquidity concerns. GE CAPITAL: Moody's Junks Ratings on $18.3 Million Cert. Classes ---------------------------------------------------------------- Moody's Investors Service upgraded the ratings of four classes and affirmed the ratings of 12 classes of GE Capital Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series 2001-1 as: -- Class A-1, $41,916,402, affirmed at Aaa; -- Class A-2, $703,045,000, affirmed at Aaa; -- Class X-1, Notional, affirmed at Aaa; -- Class X-2, Notional, affirmed at Aaa; -- Class B, $45,157,000, affirmed at Aaa; -- Class C, $49,390,000, upgraded to Aaa from Aa1; -- Class D, $15,523,000, upgraded to Aa1 from Aa2; -- Class E, $15,522,000, upgraded to Aa3 from A1; -- Class F, $15,523,000, upgraded to A2 from A3; -- Class G, $14,112,000, affirmed at Baa2; -- Class H, $25,400,000, affirmed at Ba1; -- Class I, $18,345,000, affirmed at Ba2; -- Class J, $9,878,000, affirmed at Ba3; -- Class K, $9,878,000, affirmed at B3; -- Class L, $14,112,000, affirmed at Caa2; -- Class M, $4,233,000, affirmed at Caa3. As of the Sept. 17, 2007 distribution date, the transaction's aggregate certificate balance has decreased by about 12.7% to $986.1 million from $1.1 billion at securitization. The certificates are collateralized by 141 mortgage loans ranging in size from less than 1% to 4.7% of the pool, with the top 10 loans representing 30.2% of the pool. The pool includes two shadow rated investment grade loans, representing 7.7% of the pool. Forty loans, representing 32.3% of the pool, have defeased and have been replaced with U.S. Government securities. Six loans have been liquidated from the trust resulting in aggregate realized losses of about $12.9 million. There are no loans in special servicing currently. Twenty-seven loans, representing 15.4% of the pool, are on the master servicer's watchlist. Moody's was provided with year-end 2006 operating results for 94.9% of the performing loans. Moody's loan to value ratio for the conduit component is 85.4%, compared to 86.7% at Moody's last full review in October 2006 and compared to 89.2% at securitization. Moody's is upgrading Classes C, D, E and F primarily due to an increased percentage of defeased loans. The largest shadow rated loan is the 59 Maiden Lane Loan ($46.5 million - 4.7%), which is secured by a 1.1 million square foot Class B office building located in the financial district of New York City. As of April 2007, the building was 99% leased, compared to is 97% at last review and compared to 87% at securitization. Moody's current shadow rating is Aaa, the same as at last review and at securitization. The second shadow rated loan is the ELL Portfolio II Loan ($29.8 million - 3%), which is secured by one extended stay and six limited service hotels operating as Hampton Inn (5), Comfort Inn (1) and Homewood Suites (1). The hotels contain a total of 859 rooms. The portfolio's performance has improved since last review due to increased revenue and loan amortization. The portfolio's overall occupancy and RevPAR for 2006 were 69% and $63.66, compared to 69% and $59 at last review and compared to 67.0% and $54.00 at securitization. Moody's current shadow rating is A3, compared to Baa1 at last review and at securitization. The top three conduit loans represent 8.6% of the outstanding pool balance. The largest conduit loan is the Long Wharf Maritime Center I Loan ($35 million - 3.5%), which is secured by a 416,000 square foot Class A office building located in the harbor area immediately south of downtown New Haven, Connecticut. As of March 2007 the property is 97% occupied, essentially the same as at last review and compared to 98% at securitization. The major tenant is AT&T (Moody's senior unsecured rating A2 - stable outlook; 49% NRA; lease expiration October 2008). Moody's LTV is 88.2%, compared to 79.1% at last review and compared to 91% at securitization. The second largest conduit loan is the Pescadero Apartments Loan ($27.5 million - 2.7%), which is secured by a 170-unit Class A apartment complex located 26 miles southeast of San Francisco in Redwood City, California. As of February 2007, the property was 95% occupied, the same as at last review and compared to 91% at securitization. Financial performance has suffered due to soft market conditions, increased competition and increased operating expenses. The loan is on the master servicer's watchlist due to low debt service coverage. Moody's LTV is in excess of 100%, the same as at last review and compared to 79% at securitization. The third largest conduit loan is the Information Resources Loan ($23.2 million -- 2.4%), which is secured by two class B office buildings with a total of 252,000 square feet located in the West Loop submarket of Chicago, Illinois. The property is 100% occupied by Information Resources Inc. through October 2013. Moody's LTV is 60.4%, compared to 61.7% at last review and compared to 79.8% at securitization. GEM SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: GeM Solutions, Inc. 870 111th Avenue, Suite 8 Naples, FL 34108 Bankruptcy Case No.: 07-11364 Type of business: The Debtor is engaged in the employee Internet management industry, providing management and security solutions to business and government agencies globally. It effectively became a public company in January 2004 through the merger of Stellar Internet Monitoring, L.L.C. and Stellar Venture Partners, L.L.C. See http://www.compusven.com/index.cfm Chapter 11 Petition Date: September 20, 2007 Court: District of Delaware (Delaware) Judge: Kevin J. Carey Debtor's Counsel: Daniel K. Astin, Esq. Fox Rothschild, L.L.P. 919 North Market Street, Suite 1300 P.O. Box 2323 Wilmington, DE 19899 Tel: (302) 622-4212 Fax: (302) 658-6395 Financial condition as of May 21, 2007: Total Assets: $1,308,613 Total Debts: $3,967,559 Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Trident Growth Fund value of security: $1,678,904 700 Gemini, Suite 100 $300,000 Houston, TX 77058 Montex Exploration, Inc. $887,200 43 Addison Road London W14 8JH F.E.Q. $260,000 111 Presidential Boulevard, Suite 158 Bala Cynwyd, PA 19004 Dormen Securities, Ltd. $220,000 Control Electronico, S.A. $139,332 Team Information Services $96,258 Fountain Park Retail Centre, $64,889 L.L.C. Verity, Inc. $58,300 American Express $52,348 Lois Paul & Partners $37,745 Acarte Technology Services $32,634 Dell Financial Services $28,924 Sales Force.com $26,946 Hudson Consulting Group $26,500 Malone & Bailey, P.C. $20,860 Great America Leasing Corp. $19,318 A.T.&T. Data Center $18,608 Gryphon Object Consulting, Inc. $14,000 Brandon Becker $11,000 GENERAL COMMUNICATION: Inks Acquisition Pact with Alaska Wireless ----------------------------------------------------------------- General Communication Inc. has acquired Alaska Wireless Communications LLC. In addition to the acquisition, GCI has entered into a management agreement with the existing owners of Alaska Wireless. The business will continue to operate under the Alaska Wireless name and the current management team will continue to run the day-to-day operation. "We place a high premium in the abilities of the Alaska Wireless team," Ron Duncan, president and CEO of GCI, said. "Much of the value of our agreement comes not only from the network that's in place, but also in the expertise, energy and vision their employees and management team will bring to our organization." "This purchase is another step in GCI's commitment to rural wireless expansion," Mark Horne, president of Alaska Wireless, said. "We are thrilled to join the GCI team and are committed to the continued growth of our company and the community we serve." A memorandum of understanding has been signed by both parties. The transaction is subject to FCC approval, which is expected by the end of the year. About Alaska Wireless Communications Based in Dutch Harbor, Alaska, Alaska Wireless Communications LLC -- http://www.alaska-wireless.com/-- is a locally owned and operated company that began providing service in the Dutch Harbor/Unalaska area on Feb. 1, 2003. The company cellular service throughout its network area. About General Communication Inc. Headquartered in Anchorage, Alaska, General Communication Inc. or GCI (NASDAQ:GNCMA) -- http://www.gci.com/-- is an integrated, facilities-based communications provider, offering local and long- distance voice, cable video, Internet and wireless communications services to consumer and commercial customers under its GCI brand. The company offers an array of consumer and commercial communications and entertainment services, including local access telephone, long-distance and wireless communications, cable television, consulting services, network and desktop computing outsourced services, and dial-up, broadband (cable modem, wireless and digital subscriber line) and dedicated Internet access services at a range of speeds. * * * As reported in the Troubled Company Reporter on July 2, 2007, Standard & Poor's Ratings Services lowered its corporate credit rating on GCI to 'BB-' from 'BB' and its senior unsecured debt rating to 'B' from 'B+'. The outlook is stable. GIDEON ABRAHAM: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Gideon Abraham 257 Central Park West Apartment 9B-C2 New York, NY 10024 Bankruptcy Case No.: 07-12965 Chapter 11 Petition Date: September 20, 2007 Court: Southern District of New York (Manhattan) Debtor's Counsel: M. David Graubard, Esq. Kera & Graubard 240 Madison Avenue, 7th Floor New York, NY 10016 Tel: (212) 681-1600 Fax: (212) 681-1601 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. GUITAR CENTER: Stockholders Okay Bain Capital Merger Agreement -------------------------------------------------------------- Guitar Center, Inc., disclosed that stockholders approved the proposed merger with an affiliate of Bain Capital Partners, LLC at a special meeting held on Sept. 19, 2007. Approximately 99.6% of shares present and voting at the meeting voted for approval of the merger agreement. Approximately 75.3% of the total number of shares outstanding and entitled to vote at the meeting voted for approval of the merger agreement. Approval of the merger required the affirmative vote of a majority of the shares outstanding. Under the terms of the merger agreement, Guitar Center stockholders will receive $63.00 in cash, without interest, for each share of Guitar Center common stock they hold at the effective time of the merger. The transaction is currently scheduled to close in October 2007, subject to the satisfaction or waiver of the conditions to closing set forth in the merger agreement. About Bain Capital Partners Bain Capital Partners, LLC -- http://www.baincapital.com/-- is a global private investment firm. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 240 companies around the world, including such leading retailers and consumer companies as Toys "R" Us, Michaels Stores, Burger King, Warner Music Group, Burlington Coat Factory, Dunkin’ Brands, Shopper’s Drug Mart, Dollarama and Staples. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Hong Kong, Shanghai, and Tokyo. About Guitar Center Guitar Center Inc. -- http://www.guitarcenter.com/-- (Nasdaq GS: GTRC) is the leading United States retailer of guitars, amplifiers, percussion instruments, keyboards and pro-audio and recording equipment. The company's retail store subsidiary presently operates more than 210 Guitar Center stores across the United States. In addition, its Music & Arts division operates more than 95 stores specializing in band instruments for sale and rental, serving teachers, band directors, college professors and students. The company is also the largest direct response retailer of musical instruments in the United States through its wholly owned subsidiary, Musician’s Friend, Inc., and its catalogs and websites, including -- http://www.musiciansfriend.com/--; -- http://www.guitarcenter.com/--; -- http://www.wwbw.com/-- and -- http://www.music123.com/ * * * As reported in the Troubled Company Reporter on June 29, 2007, Moody's Investors Service placed Guitar Center Inc.'s Ba2 corporate family rating under review for possible downgrade. The action follows the announcement that the company signed a definitive agreement to acquired by affiliates of Bain Capital. HANOVER COMPRESSOR: Moody's Withdraws Ratings After UCI Merger -------------------------------------------------------------- Moody's Investors Service withdrew the ratings for Hanover Compressor Company and Universal Compression Inc. following their merger and the substantial completion of their tenders for their existing debt. Hanover is now a subsidiary of Exterran Holdings Inc. and Hanover's 4.75% convertible senior notes due 2008 and 2014 remain outstanding. Moody's has upgraded the ratings of these 4.75% convertible senior notes to B1, LGD 6 (92%) from B3, LGD 5 (89%), as indicated in our July 16, 2007 press release assigning ratings to Exterran. This completes Moody's review of these convertible notes. Hanover's ratings withdrawn: -- Hanover's B1 Corporate Family Rating and Probability of Default Rating; -- Hanover's SGL-3; -- Hanover Equipment Trust 2001A 8.50% partly secured notes due 2008; -- Hanover Equipment Trust 2001B 8.75% partly secured notes due 2014; -- 7.5% Senior Notes due 2013; -- 8.625% Senior Notes due 2010; -- 9% Senior Notes due 2014; and -- 7.25% Convertible Trust Preferred Stock. Exterran Holdings Inc. is a company formed to effect the merger of Hanover Compressor Company and Universal Compression Holdings Inc. and is headquartered in Houston, Texas. HORIZON AIRCRAFT: Case Summary & Two Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Horizon Aircraft Management, LLC 676 West Prospect Road Fort Lauderdale, FL 33309 Bankruptcy Case No.: 07-17803 Chapter 11 Petition Date: September 20, 2007 Court: Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Susan D. Lasky, Esq. Susan D. Lasky, P.A. 2101 North Andrews Avenue, Suite 405 Wilton Manors, FL 33311 Tel: (954) 565-5854 Fax: (954) 462-8411 Total Assets: $900,961 Total Debts: $1,567,688 Debtor's List of its Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Estate of Francis C. McMaster Kansas State $203,270 c/o Kevin McMaster Judgment 300 West Douglas Avenue Suite 500 Wichita, KS 67202 NRP Group, Inc. Mechanics Lien $580,605 676 West Prospect Road recorded w/ FAA Fort Lauderdale, FL 33309 HYDRO SPA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Hydro Spa Parts and Accessories, Inc. 6101 North 45th Street Saint Petersburg, FL 33714 Bankruptcy Case No.: 07-08616 Type of Business: The Debtor sells bathroom, hot tub, and spa equipment and accessories. See http://www.hydrospa.com/ Chapter 11 Petition Date: September 19, 2007 Court: Middle District of Florida (Tampa) Debtor's Counsel: Stephenie Biernacki Anthony, Esq. GrayRobinson, P.A. 201 North Franklin Street, Suite 2200 P.O. Box 3324 Tampa, FL 33601 Tel: (813) 273-5033 Fax: (813) 273-5145 Total Assets: $10,659,077 Total Debts: $13,611,578 Debtor's List of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Waterway Supplies $2,808,930 2200 East Sturgis Road Oxnard, CA 93030 Balboa Instruments Supplies $932,147 1382 Bell Avenue Tustin, CA 92780 Custom Molded Products, Inc. Supplies $799,807 140 Celtic Boulevard Tyrone, GA 30290 General Electric Co. Supplies $579,189 P.O. Box 402499 Atlanta, GA 30384 Highwood USA, LLC Supplies $527,114 87 Tide Road Tamaque, PA 18252 Spa Builders Support Group Supplies $455,491 9225 Stellar Court Corona, CA 92883 Lucite International Supplies $381,353 7275 Goodlett Farms Parkway Cordova, TN 38018 Sloanled Supplies $328,043 5725 Olivas Park Drive Ventura, CA 930003 AOC Supplies $290,526 4620 North Galloway Road Lakeland, FL 33810 Vartek Industries, LLC Supplies $238,920 Hydro Quip Supplies $229,575 Air Supply of the Future Supplies $185,230 Anderson Chamberlin, Inc. Commissions $185,829 Specialized Transportation Freight $145,752 Aqua Flo Supplies $143,307 Univ. Forest Products, Inc. Supplies $134,477 Elite Marketing Commissions $118,152 Prestige Spa Covers Supplies $117,445 Primex Plastics Corp. Supplies $107,683 United Parcel Service $99,006 JACOB DRESSLER: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Jacob Dressler 200 Woodlands Road Evans City, PA 16033-4150 Bankruptcy Case No.: 07-25926 Chapter 11 Petition Date: September 20, 2007 Court: Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Gary H. Simone, Esq. Rishor Simone Suite 208, 101 East Diamond Street Butler, PA 16001 Tel: (724) 283-7215 Fax: (724) 283-0229 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. JAG MEDIA: Extends Merger Deal Termination Date to November 7 ------------------------------------------------------------- JAG Media Holdings Inc. entered into a ninth amendment to an Agreement and Plan of Merger with Cryptometrics Acquisition Inc., a wholly-owned subsidiary of JAG Media, Robert Barra and Michael Vitale, on Aug. 16, 2007. The amendment agreement was executed and delivered on Sept. 12, 2007. JAG Media, Cryptometrics, Cryptometrics Acquisition, Karlen & Stolzar LLP, Robert Barra, Michael Vitale, Thomas J. Mazzarisi and Stephen J. Schoepfer entered into this amendment, pursuant to which: -- the automatic termination date for the merger agreement of Aug. 16, 2007, set forth in the eighth amendment was extended to Nov. 7, 2007; -- Cryptometrics agreed to advance to JAG Media up to $200,000 of additional transaction costs, subject to repayment by JAG Media based on one-third of the proceeds of the permitted sale by JAG Media of up to 750,000 shares of its common stock; and -- the number of conversion shares reserved by JAG Media for issuance to Cornell Capital shall be amended from 20 million to 10 million, excluding shares issued prior to closing date of the merger. On Dec. 27, 2005, the company entered into a merger agreement and plan of merger pursuant to which its wholly-owned and newly created subsidiary, Cryptometrics Acquisition, will, subject to the terms and conditions of the merger agreement, merge into Cryptometrics. Upon consummation of the merger, Cryptometrics will continue as the surviving corporation and become a wholly owned subsidiary of JAG Media. About JAG Media Headquartered in Boca Raton, Florida, JAG Media Holdings Inc. -- http://www.jagnotes.com/http://www.tcomm.co.uk/and http://www.tcomm.tv/-- provides Internet-based equities research and financial information that offers its subscribers a variety of stock market research, news, commentary and analysis, including "JAG Notes", the company's flagship early morning consolidated research product. Through the company's wholly owned subsidiary TComm (UK) Limited, the company also provides various video streaming software solutions for organizations and individuals. At April 30, 2007, the company's balance sheet showed total assets of $0.13 million and total liabilities of $8.56 million, resulting to a totals shareholders' deficit of $8.43 million. KEITH SEWELL: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Keith Roy Sewell 745 Bayberry Ter. Boca Raton, FL 33486 Bankruptcy Case No.: 07-17789 Chapter 11 Petition Date: September 20, 2007 Court: Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman Jr. Debtor's Counsel: Kenneth S. Rappaport, Esq. Rappaport & Rappaport, P.L. 1300 North Federal Highway, Suite 203 Boca Raton, FL 33432 Tel: (561) 368-2200 Fax: (561) 338-0350 Total Assets: $1,245,777 Total Debts: $884,942 The Debtor did not file a list of its 20 largest unsecured creditors. KLEEN RITE: Voluntary Chapter 11 Case Summary --------------------------------------------- Lead Debtor: Kleen Rite Enterprises, Inc. 883 Fischer Blvd Toms River, NJ 08753-3879 Bankruptcy Case No.: 07-23483 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- 412 Somerset Street of N.J., L.L.C. 07-23520 Nanco, Inc. 07-23485 Type of business: The Debtors provide car washing services. Chapter 11 Petition Date: September 20, 2007 Court: District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtors' Counsel: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, L.L.C. 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 Estimated Assets Estimated Debts ---------------- --------------- Kleen Rite Enterprises Inc. $1 Million to $1 Million to $100 Million $100 Million 412 Somerset Street of Less than Less than N.J., L.L.C. $10,000 $50,000 Nanco, Inc. $1 Million to $1 Million to $100 Million $100 Million The Debtors did not file a list of their 20 largest unsecured creditors. KRISPY KREME: Board Approves Officer Indemnification Agreement -------------------------------------------------------------- The board of directors of Krispy Kreme Doughnuts Inc. has approved a form of Officer Indemnification Agreement, pursuant to which the company agrees to provide for: -- the indemnification of and the advancement of expenses to each officer of the company party to the officer indemnification agreement; and -- the continued coverage of such officer under the company's directors' and officers' liability insurance policies. Headquartered in Winston-Salem, North Carolina, Krispy Kreme Doughnuts Inc. (NYSE: KKD) -- http://www.krispykreme.com/-- retails doughnuts. There are about 411 Krispy Kreme stores including satellites operating system-wide in 41 U.S. states, Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico, the Philippines, the Republic of South Korea, the United Arab Emirates and the United Kingdom. * * * As reported in the Troubled Company Reporter on Sept. 17, 2007, Moody's Investors Service lowered Krispy Kreme Doughnut Corporation's Speculative Grade Liquidity rating to SGL-4 from SGL-3, indicating weak liquidity. Concurrently Moody's revised the rating outlook to negative while affirming Krispy Kreme's Caa1 corporate family rating and B3 rating of its $160 million senior secured credit facilities. KXD TECHNOLOGY: Files Schedules of Assets and Liabilities --------------------------------------------------------- K.X.D. Technology, Inc. submitted to the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property 8,476,514 C. Property Claimed as Exempt 0 D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims 0 F. Creditors Holding Unsecured Non-priority Claims 12,883,298 ----------- ----------- TOTAL $8,476,514 $12,883,298 Baldwin Park, California-based K.X.D. Technology, Inc., dba Astar Electronics, -- http://www.astarelectronics.com/-- manufactures household audio & video equipment. The Debtor filed for Chapter 11 bankruptcy protection on Aug. 15, 2007 (Bankr. C.D. Calif. Case No. 07-17054). Jeremy Faith, Esq., and Lawrence A Diamant, Esq., at Robinson, Diamant & Wolkowitz, A.P.C., represents the Debtor in its bankruptcy proceedings. KXD TECHNOLOGY: Court Converts Case to Chapter 7 Liquidation ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California converted K.X.D. Technology, Inc.'s chapter 11 case to a chapter 7 liquidation pursuant to the request of creditors, Koninklijke Philips Electronics, N.V. and U.S. Philips Corporation. The creditors relate to the Court that the conversion of the Debtor's case to a liquidation proceeding is the only viable option commenting that the Debtor's management has "destroyed the very shareholder value they were duty bound to protect" and have "thwart[ed] creditor recovery." The creditors further tell the Court that the Debtor's management "has also effectively deprived the Debtor of the ability to continue operations, making any reorganization effort futile." Specifically, the creditors cited that: a. conversion will take the reins away from the "wrongdoers" and put in place a fiduciary that can save what is left of the corporate assets; b. a trustee can proceed with the liquidation of the Debtor's remaining assets and move to recover assets wrongfully transferred by current management; and c. a trustee can review the merits of filing actions against management and its counsel in the Nevada Cases and the California Case for damages. None of these critical cases will be addressed by current management. The Debtor is one of the defendants in two joint cases pending before the District Court of Nevada and a third case before the Central District Court of California. In the Nevada Cases, Philips has charged the Debtor and other defendants with, inter alia, violating Philips' trademark rights. In the California Case, the KXD defendants are charged with violating Philips' patents. The damages that Philips is seeking in the three cases exceed $100 million. The Court also ordered for the appointment of a Chapter 7 trustee to take over the Debtor's assets. Robert W. Pitts, Esq., is the counsel for Philips. About KXD Technology Baldwin Park, California-based K.X.D. Technology, Inc., dba Astar Electronics, -- http://www.astarelectronics.com/-- manufactures household audio & video equipment. The Debtor filed for Chapter 11 bankruptcy protection on Aug. 15, 2007 (Bankr. C.D. Calif. Case No. 07-17054). Jeremy Faith, Esq., and Lawrence A Diamant, Esq., at Robinson, Diamant & Wolkowitz, A.P.C., represent the Debtor in its bankruptcy proceedings. LEVI STRAUSS: Launches Tender Offer for $525MM of 12.25% Sr. Notes ------------------------------------------------------------------ Levi Strauss & Co. has commenced a cash tender offer for any and all of its outstanding $525 million aggregate principal amount of 12.25% Senior Notes due 2012 on the terms and subject to the conditions set forth in the company's Offer to Purchase and Consent Solicitation Statement dated Sept. 19, 2007. The tender offer will expire at 12:00 midnight, New York City time, Wednesday, Oct. 17, 2007, unless extended or earlier terminated by the company. In connection with the cash tender offer, the company is also soliciting consents to amend the indenture under which the Notes were issued to eliminate or make less restrictive most of the restrictive covenants, and certain related events of default, contained in the indenture. The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to the Consent Payment Deadline, and accepted for purchase pursuant to the tender offer, will be determined as specified in the tender offer documents and will be equal to the present value, minus accrued interest, on the applicable payment date for the tender of Notes of (i) $1,061.25 and (ii) the remaining scheduled interest payments on such Notes after the payment date for the tender of Notes to Dec. 15, 2007, in each case determined on the basis of a yield to the Redemption Date equal to the sum of: A) the yield on the 4.375% U.S. Treasury note due Dec. 31, 2007, as calculated by Credit Suisse Securities (USA) LLC, acting as dealer manager, in accordance with standard market practice, based on the bid side price for the Reference Treasury Security on the price determination date; plus B) a fixed spread of 50 basis points. Each holder who validly tenders its Notes and delivers consents on or prior to 5:00 p.m., New York City time, on Oct. 3, 2007, will be entitled to a consent payment, which is included in the total consideration above, of $30 for each $1,000 principal amount of Notes tendered by such holder if such Notes are accepted for purchase pursuant to the tender offer. Holders who tender Notes after the Consent Payment Deadline, but prior to the expiration of the tender offer, will not be entitled to receive the consent payment. Prior to the expiration of the tender offer, upon satisfaction or waiver of the conditions to the tender offer, the company may, at its option, accept and pay for Notes tendered. Subject to limited conditions, all Notes tendered after the Consent Payment Deadline for purchase will be accepted and paid for promptly following the expiration date of the tender offer. Holders will be paid accrued and unpaid interest up to but not including the applicable date of payment. The company's obligation to consummate the tender offer is conditioned upon the satisfaction of certain conditions, including: i) the company having amended its senior secured revolving credit facility to increase its line of credit thereunder by an additional $200 million to $750 million, which shall include a $250 million tranche that is secured by the Levi's(R) trademark in the United States, upon terms and conditions satisfactory to it; and ii) holders of Notes representing not less than a majority in principal amount of the outstanding Notes having tendered their Notes and delivered their consents. The company has retained Credit Suisse as dealer manager and solicitation agent in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Credit Suisse at 212-325-4951 (collect). Holders can request documents from D.F. King & Co. Inc., the information agent and tender agent, at 888-887-0082 (U.S. toll free) or 212- 269-5550 (collect). About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is a branded apparel company. The company designs and markets jeans and jeans-related pants, casual and dress pants, tops, jackets and related accessories for men, women and children under its Levi's, Dockers and Levi Strauss Signature brands in markets around the world. Levi Strauss & Co. distributes its Levi's and Dockers products primarily through chain retailers and department stores in the United States, and through department stores, specialty retailers and franchised stores abroad. The company distributes its Levi Strauss Signature products through mass channel retailers in the United States and abroad. * * * As reported in the Troubled Company Reporter on Aug. 30, 2007, Standard & Poor's Ratings Services raised its ratings on Levi Strauss & Co. including its long-term corporate credit rating to 'B+' from 'B'. The outlook is stable. LORUS THERAPEUTICS: Dr. Denis Burger Elected as Board Chairman -------------------------------------------------------------- Dr. Denis Burger, Ms. Susan Koppy and Dr. Mark Vincent were elected to the board of directors of Lorus Therapeutics Inc. at a Sept. 19, 2007 annual general meeting. Dr. Burger was unanimously elected as the board chairman by the board of the directors. Other members returning to Lorus' board are: -- Herbert Abramson, chairman and CEO of Trapeze Capital Corp.; -- J. Kevin Buchi, EVP and CFO of Cephalon Inc.; -- Georg Ludwig, managing director of ConPharm Anstalt; -- Alan A. Steigrod, managing director of Newport Healthcare Ventures; -- Dr. Jim A. Wright, CEO of NuQuest Bio Inc.; and -- Dr. Aiping Young, President and CEO of Lorus Therapeutics Inc. Dr. Denis R. Burger has co-founded Trinity Biotech plc, based in Dublin, Ireland, in June 1992, and acted as chairman from 1992 to 1995 and now serves on the board of directors of the company. Dr. Burger was the past chairman, chief executive officer and a director of AVI Biopharma Inc, an Oregon based biotechnology company. Dr. Burger is also a partner in Sovereign Ventures, a healthcare consulting and funding firm based in Portland, Oregon. He was a co-founder and, from 1981 to 1990, chairman of Epitope Inc. In addition, Dr. Burger has held a professorship in the Department of Microbiology and Immunology and Surgery (Surgical Oncology) at the Oregon Health Sciences University in Portland. Dr. Burger received his Master of Science and PhD in Microbiology and Immunology from the University of Arizona. Susan Koppy is the senior vice president, business and corporate development of Idenix Pharmaceuticals since January 2006. Prior to joining Idenix, Ms. Koppy was with Applied Biosystems Inc. as vice president of strategy and business development from May 2004 to July 2005. Previously, from 2001-2004, Ms. Koppy served as director of business development for Novartis Pharmaceuticals AG focusing on its Infectious Diseases Franchise. Prior to that, since February 2000, Ms. Koppy was Novartis' head of commercial and business intelligence. Dr. Mark Vincent is the co-founder and chief executive officer of Sarissa Inc. since 2000. Dr. Vincent has experience as a consultant to Canadian and U.S. biotech and pharma companies. He served as a director of Drug Royalty Corporation and also sits as a member of Scientific Advisory Board for several biotechnology companies. Dr. Vincent is an associate professor of Oncology at the University of Western Ontario and a staff medical oncologist at the London Regional Cancer Program. "On behalf of the board of directors, I am delighted to welcome these three talented and highly qualified individuals to our board," Dr. Aiping Young, president and CEO of Lorus, commented. "They all bring to Lorus an exceptional level of knowledge and experience in the pharmaceutical industry, which will contribute to the advancement of our drug candidates." "The newly-appointed directors will provide expertise in areas of clinical development; facilitating investment and strategic partnering opportunities; and raising the profile of the company nationally and internationally," Dr. Young added. "I look forward to the input of all of our board members and working with them, to enhance shareholder value." About Lorus Therapeutics Based in Toronto, Ontario, Lorus Therapeutics Inc. (TSX: LOR)(AMEX: LRP) -- http://www.lorusthera.com/-- is a publicly traded biopharmaceutical company focused on the research and development of novel therapeutics in cancer. The company's goal is to capitalize on its research, pre-clinical, clinical and regulatory expertise by developing new drug candidates that can be used, either alone, or in combination with other drugs, to successfully manage cancer. Through its own discovery efforts and an acquisition and in-licensing program, Lorus is building a portfolio of promising anticancer drugs. The company has several product candidates in multiple Phase II clinical trials and has completed one Phase II and one Phase III clinical trial. * * * As reported in the Troubled Company Reporter on May 3, 2007, Lorus Therapeutics has signed an agreement with 6707157 Canada Inc. and its affiliate to recapitalize and reorganize its business which, if completed, will result in the addition of approximately $7.8 million in non-dilutive financing for the company. If the transaction is completed, the funds will be used to further advance the company's product pipeline without diluting the equity interest of its shareholders. The restructuring will be completed by way of a Plan of Arrangement and is subject to approval by the Ontario Superior Court of Justice and Lorus' security holders in accordance with applicable laws. The transaction is also subject to regulatory approval, including approval of the TSX and AMEX. MAGNA INTERNATIONAL: Plan of Arrangement Effective on Sept. 20 -------------------------------------------------------------- Magna International Inc.'s plan of arrangement and agreements relating to the strategic investment in Magna by Open Joint Stock Company Russian Machines became effective on Sept. 20, 2007. "We are pleased to have completed this very important transaction with Russian Machines," Frank Stronach, Magna's chairman commented. "I believe we are now well positioned to capitalize on the growth opportunities in Russia and other automotive markets, while minimizing the risks of investing in those markets." "Our strategic investment in Magna will allow Magna to build a strong presence in the rapidly expanding Russian automotive market as well as in Eastern Europe and other key markets," Oleg Deripaska, chairman of the supervisory board of basic element and chairman of the board of directors of Russian Machines, said. Under the arrangement, M Unicar Inc. , through its indirectly owned subsidiary 2143455 Ontario Inc., a Canadian holding company funded by a subsidiary of Russian Machines, acquired 20 million Magna Class A Subordinate Voting Shares for approximately $1.54 billion. Newco is owned indirectly by the Stronach Trust, Russian Machines and Donald Walker, Siegfried Wolf, Vincent Galifi, Jeffrey Palmer and Peter Koob, members of Magna's executive management. Newco and its subsidiaries now hold 726,829 Class B Shares, which were previously held by 445327 Ontario Inc., all of the shares of which are directly owned by the Stronach Trust, representing 100% of the outstanding Class B Shares, and 20,605,000 Class A Subordinate Voting Shares, representing approximately 15.9% of the outstanding Class A Subordinate Voting Shares, which collectively represent approximately 68.6% of the total voting power of all the outstanding shares of Magna. The transaction allows Newco and its shareholders to effect a strategic investment in Magna and participate in the future growth and success of Magna on a global basis. Magna also disclosed that, as a result of the arrangement becoming effective, all of the conditions to its offer to purchase for cash up to $1,536,600,000 in value of its Class A Subordinate Voting Shares, which expired at 5:00 p.m., Toronto time, on Sept. 20, have been satisfied or waived. Magna will issue a statement with respect to the outcome of the bid after it has determined the number of Class A Subordinate Voting Shares which have been validly tendered and the clearing purchase price for such shares under the "modified Dutch auction" procedure applicable to the bid. About Magna International Inc. Headquartered in Ontario, Canada, Magna International Inc. (TSX: MG.A, MG.B; NYSE: MGA) -- http://www.magna.com/-- is a diversified automotive supplier that designs, develops and manufactures automotive systems, assemblies, modules and components, and engineers and assembles complete vehicles, for sale to original equipment manufacturers of cars and light trucks in North America, Europe, Asia, South America and Africa. The company's capabilities include the design, engineering, testing and manufacture of automotive interior systems; seating systems; closure systems; metal body and chassis systems; vision systems; electronic systems; exterior systems; powertrain systems; roof systems; well as complete vehicle engineering and assembly. The company has approximately 83,000 employees in 229 manufacturing operations and 62 product development and engineering centers in 23 countries. MFY LLC: Auction of Membership Interests To Be Held Wednesday ------------------------------------------------------------- With the agreement of all of the members of MFY LLC, William E. Mannion, auctioneer, will be selling those members' entire interests in the company to the highest bidder at an auction set for Wednesday, Sept. 26, 2007, at 1:00 p.m. The public sale will take place at the law offices of: Reed Smith 599 Lexington Avenue, New York, NY, As of the consummation of the sale, the company's sole assets will consist of 45 co-op apartment units (shares and propietary leases) at North Isle Village Inc., a cooperative housing corporation located in Coram, New York. The membership interests will be sold as one lot to the highest bidder. A copy of the auction procedures and other relevant documents can be obtained from the company's counsel: Eric B. Levine, Esq. Wolf Haldenstein Adler Freeman & Herz LLP 270 Madison Avenue New York, NY 10016 Tel.: (212) 545-4730 A certificed check in the amount of $250,000 payable to the order of "Wolf Haldenstein, as attorneys" must be presented at the time of auction in order to bid at the sale. The successful bidder will use that check as deposit against the purchase price bid with the balance due at a closing to be held not more than 10 days from the date of sale. The company is being sold "as is", with no representation or warranties regarding the assets. MILLER PETROLEUM: July 31 Balance Sheet Upside-Down by $1.3 Mil. ---------------------------------------------------------------- Miller Petroleum Inc.'s consolidated balance sheet at July 31, 2007, showed $4.5 million in total assets, $1.5 million in total liabilities, and $4.3 million in temporary equity, resulting in a $1.3 million total stockholders' deficit. The company's consolidated balance sheet at July 31, 2007, further showed strained liquidity with $409,370 in total current assets available to pay $1.2 million in total current liabilities. The company incurred a net loss of $511,425 for the first quarter ended July 31, 2007, a significant increase from the $131,197 net loss reported in the same period ended July 31, 2006, mainly as a result of lower revenues. Total revenue fell to $209,106 in the 2007 quarter, from $531,918 in 2006. The decrease primarily reflects a decrease of $324,660 in service and drilling revenue which resulted from the fact that all of the drilling for 2007 was performed in the Wind Mill Joint Venture and the construction of certain equipment for the joint venture. Interest expense was $34,653 for the three months ended July 31, 2007, as compared to $4,362 for the three months ended July 31, 2006, an increase of $30,291. This increase resulted from additional borrowings in 2007. Full-text copies of the company's consolidated financial statements for the quarter ended July 31, 2007, are available for free at http://researcharchives.com/t/s?23a0 Litigation In November 2006 Wind City Oil & Gas LLC filed a lawsuit against the company in New York to require the company to redeem company stock purchased by Wind City in the amount of $4,350,000, after being advised that the stock repurchase could not be effective because they had not timely exercised the right under the terms of the contract. On Dec. 21, 2006, the proceedings were stayed to put the case before arbitration in Tennessee to determine if the operating agreement was properly terminated, thus triggering the obligation on Miller's part to repurchase the stock. It is expected that arbitration will take place in December 2007 or January 2008. Miller has filed a counterclaim against Wind City for causing it damages in the amount of $13,000,000 due to its attempt to terminate the LLC Agreement without a proper basis and for breach of the contracts. Wind City has likewise filed a claim against Miller for breach of contract, asserting damages in the amount of $10,000,000. As of this date there has been no discovery in the arbitration and at this early stage of the dispute management is unable to assess the likelihood of an adverse outcome, or the likely range of damages that might be awarded in the event of an adverse verdict. Going Concern Doubt Rodefer Moss & Co. PLLC, in Knoxville, Tennessee, expressed substantial doubt about Miller Petroleum Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements as of the years ended April 30, 2007, and 2006. The auditing firm reported that the company has suffered recurring losses from operations, and is facing litigation which might require the company to redeem 2,900,000 shares of the company's common stock for approximately $4,350,000, which it currently does not have the capability of funding. About Miller Petroleum Headquartered in Huntsville, Tennessee, Miller Petroleum Inc. (OTC BB: MILL.OB) -- http://www.millerpetroleum.com/ -- is engaged in the exploration, development, production and acquisition of crude oil and natural gas primarily in eastern Tennessee. In December 2005, the company entered into an LLC agreement with Wind City Oil & Gas, LLC to form Wind Mill Oil & Gas, LLC. The company has a 49.9% interest in Wind Mill and Wind City's interest is 50.1%. The LLC only encompasses new drilling projects. MOVIE GALLERY: S&P Lowers Corporate Credit Rating to D ------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Dothan, Alabama-based Movie Gallery Inc. to 'D' from 'CC' based on the company not making its interest payment on its second-lien term loan by the end of the specified grace period. At the same time, S&P lowered the rating on the company's second- lien term loan to 'D' and affirmed the first-lien and senior unsecured debt rating of 'CC'. The 'CC' rating level indicates a high vulnerability to nonpayment. The company has executed forbearance agreements with its lenders for its first-lien credit facilities and senior unsecured notes. Both forbearance agreements expire Sept. 30, 2007. "Movie Gallery remains challenged by poor industry fundamentals," said Standard & Poor's credit analyst David Kuntz," and sharp declines in its core rental business have exacerbated already-weak operating performance." Standard & Poor's will continue to monitor the situation and make updates as additional information becomes available. NASDAQ STOCK: Inks Pacts with Borse Dubai on LSE Stake Sale ----------------------------------------------------------- The NASDAQ Stock Market Inc. and Borse Dubai Limited have entered into a series of transactions intended to create a global financial marketplace with a unique footprint spanning the U.S., Europe, theMiddle East and strategic emerging markets. The agreements provide, among others, that: * Borse Dubai will become a 19.99% shareholder in NASDAQ (capped at 5 per cent voting rights); * NASDAQ will acquire all OMX shares to be purchased by Borse Dubai in its offer for OMX; * NASDAQ will become a strategic shareholder and the principal commercial partner of Dubai International Financial Exchange; * DIFX will be rebranded with the NASDAQ brand and licensed with market leading technology from the NASDAQ/OMX combination. In addition, Borse Dubai has acquired 28.0 per cent of the total issued share capital in London Stock Exchange Group PLC from NASDAQ at a price of GBP 14.14 per share. ASDAQ To Acquire All OMX Shares Under the agreements, Borse Dubai will continue its existing offer for OMX of SEK 230 per share in cash, and NASDAQ will continue to offer SEK 11.4 billion (USD1.7 billion) and 60.6 million NASDAQ shares for OMX. Upon fulfillment of certain conditions, NASDAQ will withdraw its offer for OMX, and Borse Dubai will open its offer for acceptances. If the conditions are not met by Feb. 15, 2008, the agreements will terminate and be of no further effect, and both Borse Dubai and NASDAQ may pursue their respective offers independently. The Termination Date may be extended in certain circumstances. Assuming the relevant conditions are met (or waived), NASDAQ has agreed to acquire all the OMX shares: 1) already owned by Borse Dubai; 2) purchased by Borse Dubai in its offer; and 3) purchased by Borse Dubai pursuant to its options in respect of OMX shares. In exchange for Borse Dubai’s shares in OMX, NASDAQ will issue to Borse Dubai approximately 60.6 million NASDAQ shares and pay approximately SEK 11.4 billion in cash, assuming Borse Dubai acquires all outstanding OMX shares. This is the same aggregate consideration included in NASDAQ’s offer for OMX announced on May 25, 2007 and implies Borse Dubai will acquire new NASDAQ shares at an indicative implied price of USD 41.01 per share. Should Borse Dubai not acquire all outstanding OMX shares, the cash portion of the consideration will be reduced pro rata at a price of SEK 230 per OMX share to reflect the actual number of OMX shares sold to NASDAQ. Borse Dubai will retain approximately 42.6 million of the NASDAQ shares (representing approximately 19.99 per cent of the fully diluted share capital it receives, restricted to 5.0 per cent of voting rights) with the remaining approximately 18.0 million NASDAQ shares (representing approximately 8.4 per cent the fully diluted share capital) being held in trust, with an affiliate of Borse Dubai as beneficiary, and managed by an independent trustee. The shares will eventually be sold by the trust. While in the trust, the shares will be voted by the trustee pro rata with the votes of NASDAQ's other shareholders. Borse Dubai will be limited to a five per cent voting stake in NASDAQ, which is the maximum allowed by NASDAQ’s certificate of incorporation and bylaws. The parties expect that the conditions will be fulfilled in January 2008, and that Borse Dubai’s tender offer for OMX’s shares will open for acceptances at that time. Thereafter, an acceptance period of at least 20 U.S. business days will follow, on expiration of which, settlement will take place. NASDAQ to Become Strategic Shareholder in DIFX NASDAQ and Borse Dubai also entered into an agreement whereby NASDAQ would become a strategic shareholder in DIFX, Dubai’s international financial exchange. As part of the investment, NASDAQ will make a financial investment as well as commit to provide DIFX with the NASDAQ brand, OMX technology and marketing resources. The investment is designed to accelerate DIFX’s growth in the region and create a world-class electronic exchange and technology platform in one of the world’s fastest growing markets. Borse Dubai to Acquire 28% of LSE from NASDAQ Separately, Borse Dubai has agreed to purchase 28.0 per cent of the outstanding share capital of London Stock Exchange Group plc from NASDAQ at a price of GBP 14.14 per share. NASDAQ will retain approximately 3.5 per cent of the outstanding share capital. As previously disclosed, the funds raised as a result of this share sale will be used by NASDAQ to pay down approximately USD1.0 billion of debt and intends to initiate a stock buy back. NASDAQ contemplates that the transaction will result in USD0.30 - 0.35 in additional earnings per share in 2008. NASDAQ may purchase shares from time to time in open market or private transactions, in accordance with applicable laws and regulations, and subject to market conditions and other factors. The repurchases may be commenced or suspended from time to time without prior notice. Background In May 2007, NASDAQ and OMX entered into a transaction agreement to combine the two companies by way of public offer. The proposed combination of NASDAQ and OMX was recommended by both Boards of Directors. On the morning of August 9, 2007, Borse Dubai announced in a press release that it was in the process of purchasing OMX shares and entering into options to purchase OMX shares in a stake-building process with certain selected investors. Borse Dubai purchased shares at SEK 230 per share representing 4.9 per cent of OMX’s total issued and outstanding shares and entered into option agreements with counterparties to purchase another 24.2 per cent of OMX’s shares. Following the acquisition of that strategic stake in OMX, the Board of Directors of Borse Dubai decided on August 17, 2007, to launch an all cash offer of SEK 230 per OMX share. Commenting on the agreements, Bob Greifeld, President and Chief Executive Officer of NASDAQ, said, “These developments herald an important step forward for NASDAQ. Taken together, these strategic actions will provide us with a footprint unlike any other exchange, creating a global exchange leader, with operations in key markets around the world. On the closing of the transactions with Borse Dubai, and completion of the proposed combination with OMX AB, we will have the technological infrastructure and the financial strength to serve our customers and to achieve our global ambitions.” Essa Kazim, Chairman of Borse Dubai, relates that, “Our primary objective is to build a world class, growth oriented exchange out of Dubai and to become the center for capital markets activities in the emerging markets. By entering into this partnership with NASDAQ, we will benefit from NASDAQ’s world leading brand, technology and platform. In addition, this combination will establish a gateway to large pools of liquidity.” It is contemplated that at the end of this transaction, NASDAQ and OMX will be known as The NASDAQ OMX Group, Inc. About Borse Dubai Incorporated on Aug. 7, 2007, in the Dubai International Financial Centre, Borse Dubai Limited is 60 per cent owned by the Investment Corporation of Dubai, 20 per cent by Dubai Group LLC (a member of the Dubai Holding Group) and 20 per cent by DIFC Investments LLC. Borse Dubai’s sole business purpose is to act as a holding company for investments in stock exchanges, including the Dubai Financial Market and the Dubai International Financial Exchange. About NASDAQ Stock Headquartered in New York City, The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic equity securities market in the United States with about 3,200 companies. NASDAQ STOCK: Submits Investment Deals for CFI's Consideration -------------------------------------------------------------- As part of a series of transactions that includes a 19.99% investment by Borse Dubai in what will become The NASDAQ OMX Group, with a 5% voting rights limitation which can not be altered without SEC approval. The Nasdaq Stock Market Inc. and Borse Dubai will voluntarily submit the transaction for consideration by the Committee on Foreign Investment in the U.S. When finalized, these transactions will create a financial marketplace that will further strengthen New York City and the United States as a financial center. Headquartered in New York City, The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic equity securities market in the United States with about 3,200 companies. NASDAQ STOCK: Moody's Reviews Ba3 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service placed the Ba3 corporate family rating of Nasdaq Stock Market Inc. on review for upgrade. This action follows Nasdaq's agreement to sell a major portion of its common stock investment in the London Stock Exchange to Borse Dubai and reduce debt, as well as the potential business combinations between Borse Dubai, OMX AB and NASDAQ. The sale of the LSE investment is a stand-alone component of a complex series of transactions. It is not contingent upon the rest of the transactions being completed, is expected to close shortly and the proceeds will be used to repay NASDAQ's existing rated bank debt. Accordingly, Moody's will withdraw its ratings on this bank debt upon repayment. Moody's said that after this bank debt repayment occurs, NASDAQ's credit metrics will be substantially improved. However, this is expected to be temporary given the debt that will be raised to finance the cash component of NASDAQ's OMX purchase. Moody's said the review of NASDAQ's corporate family rating will focus on several factors. The review will examine the long-term strategic opportunities and execution risks presented by the combination of the NASDAQ and OMX franchises. Additionally, Moody's will consider NASDAQ's credit metrics, financial policy and appetite for leverage in the future. Finally, Moody's will assess the implications of Borse Dubai's significant ownership stakes in both NASDAQ and the London Stock Exchange should all components of the proposed series of transactions be completed. Given the complexity and uncertainty of closing this series of transactions, Moody's expects a ratings review period of roughly six months. This rating actions were taken on NASDAQ: -- Ba3 Corporate Family Rating placed on review for upgrade These ratings were confirmed and will be withdrawn on repayment: -- $750 million six-year Senior Term Loan B Facility at Ba3 -- $75 million, five-year Revolving Credit Facility at Ba3 -- $335 million six-year Term Loan C Facility at Ba3 NASDAQ Stock Market Inc. operates a leading US stock exchange and reported earnings of $74.4 million for the six months ending June 30, 2007. NASDAQ STOCK: S&P Puts BB Counterparty Credit Rating on Watch ------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on The Nasdaq Stock Market Inc, including its 'BB' long-term counterparty credit rating, on CreditWatch Positive, after Nasdaq announced that it is selling the bulk of its investment in the London Stock Exchange PLC to Borse Dubai, and using the proceeds to pay down rated term loans. The CreditWatch action also considers the strategic steps Nasdaq is taking to secure a merger with OMX AB, announced on May 25, 2007. The ratings on OMX AB remain on CreditWatch Negative. Proceeds from the sale of the LSE shares will total about $1.6 billion. Nasdaq will use the proceeds to repay $1.1 billion of rated term loans by the end of September. Nasdaq's agreement to merge with OMX has been stymied by the Borse Dubai, which made a counteroffer to acquire the Swedish exchange. Nasdaq has reached an agreement in which it will ultimately acquire OMX on its original terms and Borse Dubai will have a 19.9% economic interest in the combined Nasdaq OMX. The original consideration for OMX was $3.7 billion (54% stock, 46% cash). The $1.7 billion cash portion, which does not change with the agreement with Borse Dubai, is to be financed with a new credit facility that would have placed an additional burden on the company's already heavy debt load. But with the pay-off of existing term loans, the combined organization's debt burden eases modestly. "Nasdaq will remain on CreditWatch until we meet with management and obtain details on Nasdaq's financing plans and capital structure, as well as its new strategic relationship with Borse Dubai. If we gain comfort that these transactions improve the combined Nasdaq OMX's financial profile, compared to the original merger agreement, ratings could be raised," said Standard & Poor's credit analyst Charles D. Rauch. NEW CENTURY: Residential Mortgage to Buy Loans for $23,330,000 -------------------------------------------------------------- New Century Financial Corporation and Residential Mortgage Solution LLC signed an amended and restated mortgage loan purchase agreement on Sept. 12, 2007, providing for the sale of certain disputed loans to Residential Mortgage for a bidding price of $23,330,000. The the U.S. Bankruptcy Court for the District of Delaware has approved the Asset Purchase Agreement and has authorized New Century to take all actions necessary to consummate and close the sale. Judge Carey said that the purchase price set forth in the APA "constitutes the highest and best offer for the Disputed Loans and will provide a greater recovery for the Debtors' creditors than would be provided by any other available alternative." The purchase price is 40% lower than the original amount contemplated by the parties. The Debtors and Residential Mortgage, on August 3, 2007, had entered into a letter of intent, in which Residential Mortgage agreed to purchase certain disputed loans with a $40,000,000 offer. The Court-approved settlement between the Debtors and DB Structured Products provides that $14,000,000 of the sale proceeds will go to DBSP with the remaining amount to be kept by the Debtors. The sale of the loans will be free and clear of liens, claims, encumbrances, and interests. Ellington Management Group, LLC, the backup bidder for the Disputed Loans, will be bound by the terms of its submitted bid at the Auction, in the event that the sale to Residential Mortgage fails to close. The APA provided that, Residential Mortgage and the Debtors were required to close the sale by September 18, 2007, unless the parties agree to an extension. The Court noted that in the event the parties elect to include among the purchased assets any loans that are subject to the terms of a Stipulated Preliminary Injunction entered between the State of Ohio, ex rel. March Dann, Attorney General and New Century Financial, and New Century Mortgage Corporation and Home123 corporation on March 28, 2007, the additional loans will not be sold, assigned or transferred to the purchaser unless: -- the State of Ohio consents in writing to the sale, assignment, or transfer of any mortgage loans or -- the sale assignment or transfer of any of the loans is made in accordance with the terms of the Preliminary Injunction or the Agreed Entry for Release of Four loans and Sale of 21 Loans entered among the State of Ohio, the Debtors, and DBSP. A full-text copy of the Amended and Restated Mortgage Loan Purchase Agreement is available at no charge at: http://researcharchives.com/t/s?23a7 Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a plan expires on Nov. 28, 2007. (New Century Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). NEW CENTURY: Sec. 341 Meeting of Creditors to Resume Oct. 10 ------------------------------------------------------------ Kelly Beaudin Stapleton, the United States Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware that the meeting of creditors in New Century Financial Corp. and its debtor-affiliates' Chapter 11 cases will resume on Oct. 10, 2007, 10:00 a.m., at Room 5209, J. Caleb Boggs Federal Building, 844 King Street, in Wilmington, Delaware. The meeting of creditors is required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. The Meeting of Creditors offers the opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtors under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a plan expires on Nov. 28, 2007. (New Century Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). NORANDA ALUMINUM: Posts $10.6 Mil. Net Loss in Qtr. Ended June 30 ----------------------------------------------------------------- Noranda Aluminum Holding Corporation disclosed on Sept. 19, 2007, its results for the three and six months ended June 30, 2007. The company reported a net loss of $10.6 million in the three months ended June 30, 2007, compared with net income of $36.7 million for the comparable period in 2006. Net income for first six months of 2007 was $23.6 million, compared with net income of $56.0 million for the comparable period in 2006. Sales of $362.6 million and $700.0 million in the three and six months ended June 30, 2007, respectively, exceeded sales of $340.8 million and $649.3 million in the three and six months ended June 30, 2006, respectively, due mainly to 9.0% higher Midwest prices for primary aluminum in the first six months of 2007 versus 2006. Operating income of $47.7 million and $114.0 million in the three and six months ended June 30, 2007, respectively, compared to $66.2 million and $107.4 million in the three and six months ended June 30, 2006, respectively, was impacted by higher 2007 depreciation expense as a result of the allocation of the cost of the acquisition of Noranda Aluminum Inc. by affiliates of Apollo Management L.P. in May 2007. Adjusted EBITDA of $89.3 million and $174.0 million in the three and six months ended June 30, 2007, respectively, exceed Adjusted EBITDA of $86.9 million and $142.9 million in the three and six months ended June 30, 2006, respectively, due mainly to the higher prices for primary aluminum. At June 30, 2007, the company reported that it had $1.67 billion in total assets, $1.67 billion in total liabilities, and $3.0 million in total shareholders' equity. Management's Comments Bill Brooks, the company's president and chief executive officer, stated, "In spite of our recently completed auction process and ongoing transition to a stand alone company, our operations performed well during the first half of this year, in part due to improved cost management, especially at our New Madrid smelter, operated by our upstream business, where record output for the six months had a positive impact on unit costs. Our upstream business also benefited during the first half from strong global demand for aluminum driven by robust growth in Asia and favorable substitution trends away from other metals. "Additionally, during the second quarter, Missouri's state regulator for electrical power and Ameren, New Madrid's electrical power supplier, settled a year long rate case, the result of which should decrease New Madrid's annual power costs by approximately 5.0% going forward, or approximately $7.0 million per year compared with the previous rate regime. Also, we are very pleased to have reached our third five-year labor agreement between Noranda and our hourly employees at New Madrid. In our downstream business, performance has been impacted by the general U.S. economic slowdown, and in particular the slowdown in housing. Finally, despite having historically been a division of a large and diversified mining company, we are nearly complete in our transition to a stand alone company, both operationally and culturally, and we are seeing its cash benefits through an intensified focus on free cash flow management." Brooks added, "We continue to see solid long-term global fundamentals for aluminum, and we continue to feel good about the long-term prospects for both our upstream and downstream businesses." Norada Aluminum Acquisition Acquires Noranda Intermediate Holding On May 18, 2007, Noranda Aluminum Acquisition Corporation, a wholly owned subsidiary of the company, which in turn is wholly owned by affiliates of Apollo Management L.P., acquired Noranda Intermediate Holding Corporation, a newly formed subsidiary of Xstrata plc, which owns all of the outstanding shares of Noranda Aluminum Inc. The purchase price for Noranda Intermediate Holding Corporation was $1.15 billion, excluding transaction costs. In connection with the acquisition, Noranda Aluminum Acquisition Corp. issued $1.01 billion of funded debt, consisting of $510.0 million in senior floating rate notes due 2015 and senior secured credit facilities to provide senior secured financing of up to $750.0 million, consisting of: (i) a $500.0 million term loan facility; and (ii) a $250.0 million revolving credit facility, which was undrawn both at the close of the acquisition and at June 30, 2007. Subsequent to the Apollo acquisition, certain members of management contributed $1.9 million in cash through the purchase of common shares of Noranda Aluminum Acquision Corp. As part of the transition to a standalone company, the company took advantage of attractive aluminum prices to increase visibility into its projected cash flow by entering into forward hedges to lock in the price at which it will sell approximately 45.0% of its anticipated primary aluminum production from June 2007 through 2010. On June 7, 2007, Noranda issued $220.0 million of senior floating rate notes, the net proceeds of which were used to pay a dividend to Noranda’s shareholders. Since Apollo agreed to purchase the company, the company has generated substantial free cash flow, which was the result of working capital improvements and strong aluminum prices. As a result, on June 28, 2007, the company voluntarily repaid $75.0 million of its term loan B facility, reducing this loan to $425.0 million and bringing total consolidated debt to $1.15 billion as of June 30, 2007. About Noranda Aluminum Noranda Aluminum Holding Corp. -- http://www.norandaaluminum.com/ -- is a North American integrated producer of value-added primary aluminum products as well as high quality rolled aluminum coils. The company has two businesses, the primary metals business, or upstream business, which produces approximately 250,000 metric tons of primary aluminum annually, and the rolling mills, or downstream business, which is one of the largest foil producers in North America and a major producer of light gauge sheet products. Noranda is a private company owned by affiliates of Apollo Management LP. * * * As reported in the Troubled Company Reporter on June 7, 2007, Standard & Poor's Ratings Services lowered all ratings on Noranda Aluminum Holding Corp., including the long-term corporate credit rating to 'B' from 'B+', after the company announced it intends to issue $220 million of unsecured floating-rate notes to finance a $211 million special dividend to its private equity owner, Apollo Management L.P. NORTHERN ORION: Agrees with Yamana Gold's Offering Amendments ------------------------------------------------------------- Northern Orion Resources Inc. acknowledges Yamana Gold Inc.'s statement that Yamana has amended its offer for 100% of the shares of Meridian Gold Inc. Yamana has: 1. reduced the minimum tender condition relating to the Meridian Offer from 66-2/3% to 50.1%; 2. extended the offer deadline to Meridian shareholders from 8:00 pm, Toronto time on Sept. 24 to 8:00 pm, Toronto time on Oct. 2, 2007; and 3. increased the cash component of the Meridian Offer by CDN$2.50 per share for a total of CDN$6.50 per share, while keeping the share component of the offer unchanged at 2.235 Yamana common shares. Yamana reports that the cash portion of the consideration will be funded from Yamana's available debt facilities. Under the terms of a definitive business combination agreement between Yamana and Northern Orion on July 19, 2007, Yamana will, upon the satisfaction or waiver of customary conditions, acquire all of the issued and outstanding shares of Northern Orion on the basis of 0.543 of a Yamana share for each Northern Orion share. The Northern Orion board continues to support the Plan of Arrangement with Yamana and has agreed with Yamana to amend the Minimum Meridian Condition under the Plan of Arrangement. This condition of the Plan of Arrangement has been amended to reduce the number of Meridian shares that must be deposited to the Meridian Offer and not withdrawn at the time of expiry from 66-2/3% to 50.1%. Yamana has also agreed to commence take up of Meridian shares under the Meridian Offer once the new minimum tender condition of 50.1% has been satisfied and all other conditions to its offer have been satisfied or waived. Yamana has also agreed to close the Plan of Arrangement with Northern Orion as soon as practical after the tender for the Meridian shares under the new minimum tender condition and will continue thereafter to use commercially reasonable best efforts to acquire the remaining issued shares of Meridian not held by Yamana. Endeavour Financial International Corporation and GMP Securities L.P. are financial advisors to Northern Orion. GMP Securities L.P., have provided an updated fairness opinion to Northern Orion's board of directors based on the Plan of Arrangement and their review of Yamana's revised offer to Meridian shareholders. GMP continues to be of the opinion that the consideration offered to Northern Orion shareholders by Yamana is fair, from a financial point of view, to the shareholders of Northern Orion. About Yamana Gold Inc. Headquartered in Toronto, Ontario, Yamana Gold Inc. (TSE:YRI) -- http://www.yamana.com/-- is engaged in the acquisition, exploration, development and operation of mineral properties in Latin America. The company has gold and copper production, exploration properties and land positions in Brazil, Honduras and Argentina. About Northern Orion Resources Inc. Headquartered in Vancouver, British Columbia, Northern Orion Resources Inc.-- http://www.northernorion.com/-- (TSX: NNO)(AMEX: NTO) is engaged in the mining of copper and gold, and in the exploration for and the development of, base and precious metals through direct and indirect foreign subsidiaries and branches. The company has a 12.5% equity interest in the Bajo de la Alumbrera copper-gold mine in the Catamarca Province, Argentina (the Alumbrera Mine) and a 100% interest in the Agua Rica copper- gold-molybdenum project in the Catamarca Province, Argentina (the Agua Rica Project). Northern Orion also has an undivided 50% interest in the Mantua Project, a copper-gold project in Cuba. On Aug. 22, 2007, Northern Orion Resources Inc. shareholders approved the Plan of Arrangement with Yamana Gold Inc. at a Special Meeting of Northern Orion shareholders. The Arrangement was approved by 83.1% of the votes cast and no notices of dissent were received. Under the terms of the Arrangement, Northern Orion shareholders will receive 0.543 of a Yamana share plus CDN$0.001 in cash for each Northern Orion share. Among other regulatory requirements, completion of the Arrangement between Northern Orion and Yamana remains subject to at least 66 2/3% of Meridian Gold Inc. shares being tendered to the Yamana offer for Meridian. ONE COMMUNICATIONS: S&P Revises Outlook to Negative --------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Rochester, New York-based One Communications Corp. to negative from stable because of liquidity concerns over the next few quarters. All other ratings, including the 'B' corporate credit rating were affirmed. Total debt on an operating lease- adjusted basis as of June 30, 2007, was about $663 million at One Communications, a competitive local exchange carrier. "The negative outlook on reflects our concern about the company's narrow margin of financial covenant compliance at the end of the 2007 second quarter," said Standard & Poor's credit analyst Allyn Arden. Continued integration and sales productivity issues since the 2006 combination of Choice One Communications, CTC Communications, and Conversent Communications have resulted in weaker-than-expected EBITDA despite the full realization of $49 million of synergies from the combination. As a result, the company had a thin cushion as of June 30, 2007, compared with its 3x leverage covenant. Additionally, One Communications' leverage covenant tightens to 2.75x by the second quarter of 2008, which may be difficult to achieve given current operating trends. If the company is not able to improve operations and demonstrate a sufficient cushion under its bank covenants over the next couple of quarters, we could lower the rating. The ratings on One Communications continue to reflect a vulnerable business risk profile stemming from a lack of sustainable competitive advantages against financially stronger incumbent telecom operators, exposure to potential regulatory changes, low barriers to entry, integration issues, and a highly leveraged financial risk profile. The company will be challenged to grow its customer base in the face of increasing competition from the regional Bell operating companies, primarily Verizon Communications Inc. and AT&T Inc. It may also face increasing competition in the small and midsize business segment from cable operators. Tempering factors include the economies of scale associated with the size of the company, modest discretionary cash flow, and the lengthy duration of customer contracts. PIER 1: Posts $43.4 Million Net Loss in Quarter Ended September 1 ----------------------------------------------------------------- Pier 1 Imports, Inc. disclosed its financial results for the second quarter ended Sept. 1, 2007. Pier 1 Imports Inc. reported a net loss from continuing operations of $43.4 million for the second quarter ended Sept. 1, 2007, versus a net loss of $73.1 million for the year ago period. Total sales declined 7.0% for the second fiscal quarter to $344.6 million from $370.7 million in the year-ago quarter. Comparable store sales, which exclude Pier 1 Kids, clearance stores and e-commerce, declined 3.6% for the quarter. Merchandise Margin and Gross Profit Merchandise margins in the second quarter were 47.0% of sales. Historically, the second quarter has the lowest merchandise margins of the year as a result of the semi-annual clearance event in June and July. In addition, margins for the quarter were further reduced by an estimated 200 basis points as a result of the aggressive liquidation of Pier 1 Kids, e-commerce, clearance and the remaining modern craftsman merchandise. During the month of August, when the company had no unusual promotional discounting activities, merchandise margins were approximately 52.0% excluding Pier 1 Kids, e-commerce and clearance stores and were comparable to last year. Store occupancy expense for the second quarter decreased $2.5 million from the year ago period. Selling, General and Administrative Expenses Selling, general and administrative expenses for the second quarter were $35.6 million less than the year ago period, and were 34.1% of sales compared to 41.3% of sales last year. The primary contributors to the decrease in on-going costs were savings of approximately $14.0 million in marketing expense, $13.9 million in payroll, and $4.8 million in other general administrative costs when compared to the same period last year. During the second quarter, selling, general and administrative expenses also included $7.4 million in lease termination charges, impairment charges, and severance/outplacement costs, compared to special charges of $10.3 million reported in the same period last year, a decrease of $2.9 million. Excluding the impact of these charges, adjusted selling, general and administrative expenses for the second quarter declined $32.7 million from the year ago period and for the year declined $52.5 million when compared to the first six months of fiscal 2007. Alex W. Smith, the company's president and chief executive officer, said, "I am delighted that our strenuous efforts to simplify our business and drive out costs are already significantly improving our bottom line. We know that if we continue to focus on execution of our six business priorities, we will be able to reverse five years of deteriorating trends and return to profitability and beyond. The company reported that as of Sept. 1, 2007, it had $838.5 million in total assets, $576.3 million in total liabilities, and $262.1 million in total stockholders' equity. About Pier 1 Imports Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE: PIR) -- http://www.pier1.com/-- is a specialty retailer of imported decorative home furnishings and gifts. * * * Pier 1 Imports' corporate family rating was downloaded to Caa1 by Moody's Investors Service in January 2007. Moody's said that the rating outlook is negative. PLATINUM PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Platinum Properties of Central Florida Inc. 16651 Citrus Parkway Clermont, FL 34714 Bankruptcy Case No.: 07-04441 Type of Business: The Debtor is a developer of planned/ gated communities in Lake County and Polk County, Florida. Chapter 11 Petition Date: September 20, 2007 Court: Middle District of Florida (Orlando) Debtor's Counsel: R. Scott Shuker, Esq. Latham Shuker Eden & Beaudine LLP P.O. Box 3353 Orlando, FL 32802 Tel: (407) 481-5800 Fax: (407) 481-5801 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The debtor did not file a list of its 20 largest unsecured creditors. POGO PRODUCING: Completes Redemption of $200 Mil. Senior Notes -------------------------------------------------------------- Pogo Producing Company has completed the redemption of all $200 million of its 8-1/4% Senior Subordinated Notes due 2011. Pogo paid approximately $212.6 million, including accrued interest, to redeem the notes. The indenture governing the Notes provides for their redemption at 102.75% of their face amount, plus accrued interest to Sept. 19, 2007. Headquartered in Houston, Texas, Pogo Producing Company (NYSE: PPP) -- http://www.pogoproducing.com/-- explores, develops and produces oil and natural gas. Pogo owns approximately 1,900,000 gross leasehold acres in major oil and gas provinces in the United States, 6,354,000 acres in New Zealand and 1,480,000 acres in Vietnam. * * * As reported in the Troubled Company Reporter on May 31, 2007, Standard & Poor's Ratings Services said that its 'BB' corporate credit rating on Pogo Producing Co. remains on CreditWatch with developing implications following the company's announcement that it is selling its Canadian oil- and gas-producing subsidiary for $2 billion. POWERCOLD CORP: Michael J. Willms Resigns from Board ---------------------------------------------------- Michael J. Willms resigned on Sept. 13, 2007, as a member of the board of directors of PowerCold Corporation. Mr. Willms was also the chair and sole member of the company's audit committee. On the same date, Randy Rutledge resigned as a member of the board of directors of PowerCold Corporation. Mr. Willms and Mr. Rutledge were appointed to the board of directors on Nov. 1, 2006, based on their background and experience. However, the company stated that Mr. Willms and Mr. Rutledge never accomplished any of these three specific matters: i. support all accounting and financial functions and to seek out and hire a new independent accounting firm; ii. implement new internal controls; and iii. assist in locating funding sources for the company. The company related that they did not provide any solid initiative to support these matters, nor did they take any action to support the company's future on-going efforts. On July 11, 2007, the board of directors terminated Mr. Rutledge as chief financial officer of the company for non-performance. The board of directors also asked Mr. Rutledge to resign as a director of the company. On June 27, 2007, Mr. Willms notified management via email that he would resign from the company's board of directors if Mr. Rutledge, whom Mr. Willms recommended as the CFO, was terminated. The board of directors is seeking additional qualified individuals to serve as directors, audit committee members, as well as chief financial officer. The board of directors are also reviewing various internal and external options to support and strengthen its accounting and financial functions including internal controls. About PowerCold Corporation Headquartered in La Vernia, Texas, PowerCold Corporation -- http://www.powercold.com/-- designs, develops and markets HVAC products and systems for commercial use. The company derives its revenues from two principal product line applications. The first is a line of proprietary energy efficient products, including evaporative condensers and fluid coolers for the HVAC industry. The second is a proprietary four pipe integrated piping system for commercial buildings that reduces power costs by up to 50% for air conditioning and refrigeration systems and provides a clean comfort air environment. On June 30, 2006, the company's balance sheet showed $1,336,347 in total assets and $5,229,198 in total liabilities resulting a $3,892,852 stockholders' deficit. PRIMA CAPITAL: Fitch Affirms Low-B Ratings on Three Cert. Classes ----------------------------------------------------------------- Fitch upgraded one class of Prima Capital CRE Securitization 2006-1, Ltd./Corp. as: -- $27.8 million class B upgraded to 'AA+' from AA'; In addition, Fitch affirms these classes: -- $326 million class A-1 affirmed at 'AAA'; -- $64 million class A-2 affirmed at 'AAA'; -- $22.3 million class C affirmed at 'A+'; -- $16.7 million class D affirmed at 'A-'; -- $18.1 million class E affirmed at 'BBB+'; -- $12.5 million class F affirmed at 'BBB'; -- $9.7 million class G affirmed at 'BBB-'; -- $13.9 million class H affirmed at 'BB'; -- $15.3 million class J affirmed at 'B'; -- $5.6 million class K affirmed at 'B-'. The upgrade of class B is due to an improvement in the credit quality of the portfolio, the delevering of the capital structure, and the amortization of underlying collateral. According to the servicer, the collateralized debt obligation is holding about $37.5 million in cash from the repayment of the General Motors Building mezzanine loan (7.1%) and will be remitted to the trustee on the scheduled remittance date on Sept. 25, 2007. According to the trustee, the funds will be applied as principal distribution on the scheduled payment date on Sept. 28, 2007. Additionally, the General Motors Building B-notes (4.2%) have defeased. After accounting for the cash held for principal distribution, the credit enhancement to the rated notes has improved. Prima 2006-1 is a cash flow commercial real estate CDO that closed on Nov. 6, 2006. The portfolio was selected and is monitored by Prima Capital Advisors LLC. The transaction is static and was fully ramped at closing with no reinvestment period. Per the August 2007 trustee report and excluding the General Motors Building mezzanine loan, the CDO is substantially invested as follows: commercial mortgage whole loans (14.8%), B-notes (28.0%), mezzanine loans (18.3%), commercial mortgage-backed securities (CMBS; 14.6%), senior unsecured real estate investment trust debt (REIT: 13.2%) and CRE CDO (11.1%). The Fitch poolwide expected loss is currently 19.875% compared to 19.75% at issuance. Although this is a slight increase, due to higher modeled expected losses on the Fitch loans of concerns, the delevering of the capital structure still warrants an upgrade to class B. Upgrades were tempered due to the presence of a significant percentage of transitional assets still in the stabilization stage of their business plans. Of the rated securities, the credit quality has improved with the weighted average rating factor decreasing to 5.54 compared to 6.34 at closing, remaining in the 'BBB/BBB-' category. Based on Fitch categorization of the commercial real estate loan assets, office properties comprise the largest percentage of assets in the pool at 35.7%. The office loans are primarily secured by buildings in the major metropolitan areas, of which 24.2% are located in New York, Chicago, and Boston. Multifamily properties are the second largest percentage at 14.7%, with 12.2% of the assets located in California. One loan on a retail property in Missouri accounts for 7.1% of the pool. The Fitch PEL is a measure of the hypothetical loss inherent in the pool at the 'AA' stress environment before taking into account the structural features of the CDO liabilities. Fitch PEL encompasses all loan, property, and poolwide characteristics modeled by Fitch. The ratings of the class A-1, A-2 and B notes address the likelihood that investors will receive full and 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 C, D, E, F, G, H, J and K notes address the likelihood that investors will receive ultimate interest and deferred interest payments, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. QUAKER FABRIC: U.S. Trustee Appoints Five-Member Creditors' Panel ----------------------------------------------------------------- Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed five creditors to serve on an Official Committee of Unsecured Creditors in Quaker Fabric Corp. and its debtor-affiliate, Quaker Fabric Corporation of Fall River's chapter 11 cases. The Committee members are: 1. Unifi Manufacturing, Inc. Attn: Charles F. McCoy 7201 West Friendly Avenue Greensboro, NC 27410 Tel: (336) 316-5660 Fax: (336) 856-4364 2. Zhongwang Holding Group Co. fka Hangzhou Zhongwang Fabric Attn: Richard S. Mittleman c/o Cameron & Mittleman LLP 56 Exchange Terrace Providence, RI 02903 Tel: (401) 331-5700 Fax: (401) 331-5787 3. American Fibers and Yarns Company Attn: Gilda Schatzman 55 Vilcom Circle, Suite 300 Chapel Hill, NC 27514 Tel: (919) 969-4239 Fax: (919) 969-4269 4. Regifil, Inc. Attn: Lisa Fecteau 10 Route 108, St. Ephrem de Beauce Quebec, Canada GOM 1RO Tel: (418) 397-5775 Fax: (418) 397-8263 5. Noveon Inc. Attn: William J. Webb c/o The Lubrizol Corporation 29400 Lakeland Boulevard Wickliffe, OH 44092 Tel: (440) 347-1512 Fax: (440) 347-5218 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB) -- http://www.quakerfabric.com/-- designs, manufactures, and markets woven upholstery fabrics primarily for residential furniture manufacturers and jobbers. It also develops and manufactures specialty yarns, including chenille, taslan, and spun products for use in the production of its fabrics, as well as for sale to distributors of craft yarns, and manufacturers of home furnishings and other products. The company is one of the largest producers of Jacquard upholstery fabrics. Quaker Fabric sells its products through sales representatives and independent commissioned sales agents in the United States, Canada, Mexico, and internationally. The company and its affiliate, Quaker Fabric Corporation of Fall River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D. Del. Case No. 07-11146). John D. Sigel, Esq., and Dennis L. Jenkins, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP, represent the Debtors in their restructuring efforts. Joel A. Waite, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, are the Debtors' co-counsel. The Debtors' balance sheet at June 2, 2007 disclosed total assets of $155,243,945 and total debts of S$60,407,158. QUAKER FABRIC: Courts Okays Sale to Gordon Brothers for $27 Mil. ---------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved the sale of Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River's tangible assets and intellectual property free and clear of all liens, claims, interests and encumbrances. Under the approved Asset Purchase Agreement, the Debtors will sell will sell their intellectual property, inventory, and machinery and equipment to Gordon Brothers Group, LLC, for $27 million. Further, Gordon Brothers will have the exclusive right to designate certain of the Debtors' real estate. Court documents further disclose that Gordon Brothers will transfer the acquired assets to Victor Innovatex Inc. Victor Innovatex will also take over the Debtors' facility located at 81 Commerce Drive in Fall River, Massachusetts. Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB) -- http://www.quakerfabric.com/-- designs, manufactures, and markets woven upholstery fabrics primarily for residential furniture manufacturers and jobbers. It also develops and manufactures specialty yarns, including chenille, taslan, and spun products for use in the production of its fabrics, as well as for sale to distributors of craft yarns, and manufacturers of home furnishings and other products. The company is one of the largest producers of Jacquard upholstery fabrics. Quaker Fabric sells its products through sales representatives and independent commissioned sales agents in the United States, Canada, Mexico, and internationally. The company and its affiliate, Quaker Fabric Corporation of Fall River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D. Del. Case No. 07-11146). John D. Sigel, Esq., and Dennis L. Jenkins, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP, represent the Debtors in their restructuring efforts. Joel A. Waite, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, are the Debtors' co-counsel. The Debtors' balance sheet at June 2, 2007 disclosed total assets of $155,243,945 and total debts of S$60,407,158. QUAKER FABRIC: Sells Bleachery Pond Property for $2.6 Million ------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved the sale of Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River's property called the Bleachery Pond to Atlantis Charter School free and clear of all liens, claims, interests and encumbrances. The Bleachery Pond is made up of 66 acres of underdeveloped land in Fall River, Massachusetts. Under the Court-approved agreement, Atlantis Charter will purchase the property for $2.6 million. Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB) -- http://www.quakerfabric.com/-- designs, manufactures, and markets woven upholstery fabrics primarily for residential furniture manufacturers and jobbers. It also develops and manufactures specialty yarns, including chenille, taslan, and spun products for use in the production of its fabrics, as well as for sale to distributors of craft yarns, and manufacturers of home furnishings and other products. The company is one of the largest producers of Jacquard upholstery fabrics. Quaker Fabric sells its products through sales representatives and independent commissioned sales agents in the United States, Canada, Mexico, and internationally. The company and its affiliate, Quaker Fabric Corporation of Fall River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D. Del. Case No. 07-11146). John D. Sigel, Esq., and Dennis L. Jenkins, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP, represent the Debtors in their restructuring efforts. Joel A. Waite, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, are the Debtors' co-counsel. The Debtors' balance sheet at June 2, 2007 disclosed total assets of $155,243,945 and total debts of S$60,407,158. QUANTA SERVICES: Expands Credit Facility to $475 Million -------------------------------------------------------- Quanta Services Inc. has amended its credit facility with a syndicate of lenders led by Bank of America N.A. The amendment expands the company's senior secured revolving credit facility to $475 million from $300 million and extends the maturity date by more than one year to Sept. 19, 2012. "This amendment provides increased flexibility for the company going forward," James H. Haddox, chief financial officer of Quanta Services Inc., said. "In addition to upsizing the credit facility and extending the maturity, the amended facility provides opportunities for lower pricing, more flexible share and dividend repurchase options, and increased investment capabilities." About Quanta Services Headquartered in Houston, Texas, Quanta Services Inc. (NYSE: PWR) -- http://www.quantaservices.com/-- provides specialized contracting services, delivering end-to-end network solutions for electric power, gas, telecommunications and cable television industries. The company's comprehensive services include designing, installing, repairing and maintaining network infrastructure nationwide. * * * As reported in the Troubled Company Reporter on Sept. 14, 2007, Moody's Investors Service upgraded Quanta Services Inc. corporate family rating to Ba3 from B1 to reflect the acquisition of Infrasource, reduced debt leverage, ample cash flow generation relative to debt levels, and ongoing growth. This rating action concludes the review that began March 19, 2007. The ratings outlook is stable. As reported in the Troubled Company Reporter on Sept. 7, 2007, Standard & Poor's Ratings Services raised its corporate credit rating on Houston, Texas-based Quanta Services Inc. by one notch to 'BB' from 'BB-' after the completion of the company's all-stock acquisition of competitor Infrasource Inc. S&P also raised the ratings on Quanta's 3.75% convertible subordinated notes and 4.5% convertible subordinated debentures by one notch, to 'B+'. All ratings were removed from CreditWatch, where they were originally placed with positive implications on March 19, 2007. The outlook is stable. RAFAELLA APPAREL: S&P Revises Outlook to Negative ------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on apparel maker Rafaella Apparel Group Inc. to negative from stable. At the same time, Standard & Poor's affirmed the 'B' corporate credit rating and the 'CCC+' unsecured debt ratings on the company. "The outlook revision follows our review and incorporates the company's significant decline in revenues and profitability, primarily as a result of lower sales to Macy's Inc., and the corresponding weakening of credit measures," said Standard & Poor's credit analyst Susan Ding. "As Macy's focuses on more upscale brands and its private-label/proprietary brands, we believe Rafaella will be challenged to maintain its current sales levels with the retailer." Standard & Poor's ratings on New York City-based Rafaella reflect the company's participation in a highly competitive and very promotional retail environment, its relatively small size in the apparel industry, its narrow product focus, some customer concentration (Federated Department Stores), and the significant debt incurred from the June 2005 acquisition of the company by Cerberus Capital Management L.P. The ratings also factor in new senior management's lack of a track record with the company. RH DONNELLEY: Fitch Rates $1 Billion Senior Notes at B- ------------------------------------------------------- Fitch Ratings assigned a 'B-/RR6' rating to R.H. Donnelley Corp's $1 billion issuance of senior unsecured notes due 2017. Fitch expects to withdraw the 'B+/RR4' rating on the R.H. Donnelley, Inc. notes upon completion of the tender for those notes. Fitch has also upgraded RHD's outstanding senior debt to 'B-/RR6' from 'CCC+/RR6' and affirmed all other debt and Issuer Default Ratings. The Rating Outlook remains Stable. Fitch expects proceeds to be used to fund the tender of R.H. Donnelley Inc.'s $600 million 10 7/8% senior subordinated notes due 2012, pay down bank debt at the RHD holding company level and/or be used to pay fees and for general corporate purposes. The pay down of debt at RHDI improves the recovery prospects for debt at the RHD hold co level. However Fitch continues to believe the recovery would be less than 10% ('RR6') and notch this debt two levels from RHD's IDR. The recovery prospects at the Dex Media Inc, Dex Media West, and Dex Media East are unaffected by this issuance, as the Dex entities are unlikely to benefit from lower debt levels at RHDI. Fitch runs its Recovery Rating analysis on the three operating companies separately. DWE and DXE debt is secured by Dex assets. There is no implicit or explicit guarantee by RHD to the Dex entities (RHD does guarantee RHDI) and there is no Dex debt being repaid as part of this transaction. As RHD continues to pay down debt at RHDI, Fitch believes that RHD hold co unsecured notes will be the beneficiary of improved recovery associated with debt repayment at the RHDI operating company. As Fitch has stated previously, as RHD pays down structurally senior debt, more distressed enterprise value should be available for certain outstanding securities and RRs would be upgraded accordingly. Going forward, Fitch expects management will likely balance debt repayment with returns of capital to shareholders and that leverage levels will remain above 5.5x for the next three-to-five years. There is capacity for selective repurchases and/or financially prudent dividends incorporated into the IDR and recovery ratings. Also, the revised revenue, EBITDA and free cash flow guidance are accommodated within RHD's 'B+' IDR. RHD's ratings continue to reflect the company's historically stable revenue base and cash flow generating capacity. This stability is supported by high recurring revenue (85%-95%), the contractual nature of the company's revenues, and solid geographic and client diversity. Low ongoing capital expenditures, favorable tax benefits and limited drains on working capital contribute to the strong conversion of EBITDA to free cash flow. Also, the yellow pages industry has been and is expected to be less sensitive to advertising revenue cyclicality than other traditional advertising based media. These factors are balanced somewhat by the high respective and consolidated debt loads of the holding and operating companies of RHD and Dex Media Inc., the continued competition from independent directories, and substitution (and potential disintermediation) risk posed by increased usage of online search. The ratings also reflect the limited tangible asset value, recovery prospects in distress and the structural subordination present within the capital structure. Fitch has taken these rating actions: R.H. Donnelley Corp. (RHD Holding Company) -- IDR affirmed at 'B+'; -- Senior unsecured upgraded to 'B-/RR6' from 'CCC+/RR6'. R.H. Donnelley Inc. (Operating Company; subsidiary of RHD) -- IDR affirmed at 'B+'; -- Bank facility affirmed at 'BB+/RR1'; -- Senior unsecured affirmed at 'B+/RR4'; -- Senior subordinated affirmed at 'B+/RR4'. Dex Media, Inc. (Dex Holding Company; subsidiary of RHD) -- IDR affirmed at 'B+'; -- Senior unsecured affirmed at 'CCC+/RR6.' Dex Media East, Inc. (Operating Company; subsidiary of Dex) -- IDR affirmed at 'B+'; -- Bank facility affirmed at 'BB+/RR1'; -- Senior unsecured affirmed at 'BB/RR1'; -- Senior subordinated affirmed at 'B-/RR6'. Dex Media West, Inc. (Operating Company;, subsidiary of Dex) -- IDR affirmed at 'B+'; -- Bank facility affirmed at 'BB+/RR1' -- Senior unsecured affirmed at 'B/RR5'; -- Senior subordinated affirmed at 'B-/RR6'. RH DONNELLEY: S&P Holds B Rating on $1 Billion Senior Notes ----------------------------------------------------------- Standard & Poor's affirmed its 'B' rating on R.H. Donnelley Corp.'s $1 billion 8.875% senior notes due 2017, which represents an increase to the size of the proposed $650 million senior notes rated Sept. 19, 2007. The notes will be sold privately under Rule 144A of the Securities Act of 1933, and will include registration rights. Proceeds from this issue will be used to repay RHD's existing $600 million senior subordinated notes due 2012 and additional term loans, as well as to fund related fees and expenses. The corporate credit rating on RHD is 'BB-', and the rating outlook is stable. The rating reflects substantial consolidated debt levels due to major acquisitions over the past several years. This is somewhat mitigated by RHD's incumbent market positions, predictable sales and cash flow generation, and geographic and customer diversity. Notwithstanding recent revisions to the company's advertising sales guidance (it now expects 2007 advertising sales growth to be flat to negative 1%, excluding the impact of the recent acquisition of Business.com), management is affirming its 2007 EBITDA and free cash flow guidance from its second-quarter earnings call (July 26, 2007). Given the minimal forecasted decline in sales growth and our expectations for continued solid EBITDA generation, S&P expects credit measures to remain in line with the current rating. Ratings List: R.H. Donnelley Corp. Corporate Credit Rating BB-/Stable/-- $1B Sr Nts Due 2017 B RISKMETRICS GROUP: S&P Reviews B Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on New York City-based RiskMetrics Group Holdings LLC, including the 'B' corporate credit rating, on CreditWatch with positive implications. The CreditWatch action follows the company's recently proposed IPO of up to $200 million. Proceeds from this offering are expected to be used for debt reduction and for general corporate purposes. The announcement could be a positive development for the company, as its current operating-lease adjusted leverage of almost 7x could decline significantly following the completion of the IPO if a material amount of proceeds are dedicated to debt repayment. Additionally, access to the equity market after the IPO provides an avenue for potential changes in the ownership structure or acquisition financing without a negative credit impact. "In resolving the CreditWatch listing, we will evaluate the size and use of proceeds and consider management's plans for the capital structure of the business, as well as its financial policy and growth strategy," said Standard & Poor's credit analyst David Tsui. ROUGE INDUSTRIES: Wants Until November 19 to File Chapter 11 Plan ----------------------------------------------------------------- Rouge Industries Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to further extend the exclusive periods to: a. fila a Chapter 11 plan until Nov. 19, 2007; and b. solicit acceptances of that plan until Jan. 21, 2008. The Debtors tell the Court that it needs more time to finalize and file a Chapter 11 liquidation plan. In addition, the Debtors are resolving certain issues, which is important to its ability to propose a plan. The Debtors exclusive period to file a plan expired on Sept. 17, 2007. The Court will convene a hearing on Oct. 3, 2007, at 10:30 a.m., to consider the Debtors' request for extension. Based in Dearborn, Michigan, Rouge Industries Inc., an integrated producer of flat-rolled steel, filed for chapter 11 protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272). Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth Davis, Esq., at Morris Nichols Arsht & Tunnell represent the Debtors. Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr., Esq., at Reed Smith LLP serve as counsel to the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $558,131,000 in total assets and $558,131,000 in total debts. On Dec. 19, 2003, the Court approved the sale of substantially all of the Debtors' assets to SeverStal N.A. for $285.5 million. The Asset Sale closed on Jan. 30, 2005. ROWE COS: Trustee Wants Case Converted to Chapter 7 Liquidation --------------------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, asks the United States Bankruptcy Court for the Eastern District of Virginia to convert The Rowe Companies' Chapter 11 case into a Chapter 7 liquidation proceeding. Mr. McDow tells the Court that the Debtor failed to pay fees due to the U.S. Trustee for the first and second quarters of 2007. The Debtor also failed to file the required monthly operating reports for the months of January, June and July 2007. The Trustee discloses that the Debtor is no longer operating and didn't have any cash. The Trustee relates the Debtor provides no support for its belief that creditors will receive $120,000 new stock payment or any amount in Chapter 11 than under a Chapter 7 liquidation. The Court will convene a hearing on Oct. 19, 2007, at 9:30 a.m., at 200 South Washington Street, Courtroom I, 2nd floor, to consider the Trustee's request. About Rowe Headquartered in McLean, Virginia, The Rowe Companies -- http://www.therowecompanies.com/-- manufactures upholstered retail home and office furniture, interior decorations, tableware, lighting fixtures, and other interior design accessories. The company owns 100% of stock of manufacturing and retail subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/-- and Storehouse, Inc. -- http://www.storehousefurniture.com/ The company and its two affiliates filed for chapter 11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144). Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison, Esq., at Wiley Rein LLP, represent the Debtors. Douglas M. Foley, Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq., at McGuireWoods LLP, represent the Official Committee of Unsecured Creditors of Rowe Furniture. In schedules submitted with the Court, The Rowe Companies listed total assets of $42,939,780 and total debts of $34,948,206; Rowe Furniture listed total assets of $66,431,812 and total debts of $46,486,046; and Storehouse, Inc. listed total assets of $33,090,987 and total debts of $109,777,822. ROWE COS: Plan Confirmation Hearing Scheduled on October 19 ----------------------------------------------------------- The Honorable Stephen S. Mitchell of the United States Bankruptcy Court for the Eastern District of Virginia will convene a hearing on Oct. 19, 2007, at 9:30 a.m., at 200 South Washington Street in Courtroom I, 2nd floor, to consider confirmation of The Rowe Companies' Third Amended Chapter 11 Plan of Reorganization. On Sept. 14, 2007, Judge Mitchell approved the Debtor's Disclosure Statement. American Communications Transaction On May 2, 2007, the Debtor and American Communications entered into a Summary of Terms and Conditions or Proposed Plan of Reorganization of The Rowe Companies. Pursuant to the Term Sheet, American Communications agreed to $120,000 and fund an additional $60,000 of professional in connection of a chapter 11 reorganization plan, which, among other things, transfers 100% of the stock in the reorganized company to American Communication. On May 31, 2007, the Court approved the issuance of equity securities in the Debtor to American Communication in return or the $60,000 payment. In July 2007, the Debtor issued 60,000 shares of common stock to Rowe Acquisition Corp., an entity designated by American Communications. Treatment of Claims The Debtor discloses that according to its records, it has paid most, if not all of the priority claims pursuant to orders from the Court. The Debtor relates that a number of entities however have filed proofs of claim alleging that they hold priority claims. The Debtor intends to file objections on these alleged priority claims. However, to the extent a creditor holds an allowed Priority Claim, it will be paid on a pro-rata basis by the TRC Liquidating Trust until paid in full without interest. Holder of General Unsecured Claims will be paid on a pro rata basis using funds available for distribution. The Plan does not disclose what percentage of their claims unsecured creditors will recover. Equity Interests will be cancelled and extinguished with the exception of the 60,000 shares held by Rowe Acquisition. A full-text copy of the Third Amended Chapter 11 Plan of Reorganization is available for a fee at: http://www.researcharchives.com/bin/download?id=070920222808 About Rowe Headquartered in McLean, Virginia, The Rowe Companies -- http://www.therowecompanies.com/-- manufactures upholstered retail home and office furniture, interior decorations, tableware, lighting fixtures, and other interior design accessories. The company owns 100% of stock of manufacturing and retail subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/-- and Storehouse, Inc. -- http://www.storehousefurniture.com/ The company and its two affiliates filed for chapter 11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144). Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison, Esq., at Wiley Rein LLP, represent the Debtors. Douglas M. Foley, Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq., at McGuireWoods LLP, represent the Official Committee of Unsecured Creditors of Rowe Furniture. In schedules submitted with the Court, The Rowe Companies listed total assets of $42,939,780 and total debts of $34,948,206; Rowe Furniture listed total assets of $66,431,812 and total debts of $46,486,046; and Storehouse, Inc. listed total assets of $33,090,987 and total debts of $109,777,822. RURAL/METRO CORP: Unable to File Form 10-K for Year Ended June 30 ----------------------------------------------------------------- Rural/Metro Corporation wasn't able to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2007 by the prescribed due date of Sept. 13, 2007. The company declared that it is continuing to complete a review of its current year-end and historical financial statements. During the company's 2007 fiscal year-end review, it identified accounting misstatements related to financial reporting for income taxes, deferred rent and other items. The company determined that under Staff Accounting Bulletin No. 99 -- "Materiality," the aggregate sum of the adjustments exceeded materiality thresholds when measured against the Company's net income. Although the company has not yet completed the restatement of its financial statements, on a preliminary basis, the company estimates the aggregate cumulative effect of the adjustments to be between $2.0 million and $4.5 million on an after-tax basis. The company believes none of the adjustments it anticipates making will affect cash flows during the affected years or quarters. The company identified certain errors in connection with its ongoing evaluation and review of its accounting relating to the following items, which it is in the process of completing: * Income Taxes In connection with its preliminary work on the adoption of FASB Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an interpretation of FASB Statement No. 109" compliance with which is required by the quarter ending Sept. 30, 2007, the company identified certain errors surrounding income tax reporting under Statement of Financial Accounting Standards No. 109. * Deferred Rent The company undertook a comprehensive review of its real estate operating leases pursuant to Statement of Financial Accounting Standards No. 13, "Accounting for Leases," as amended, and related pronouncements. Based on this review, the company identified that a number of leases entered into prior to June 2006 contained payment escalation provisions that SFAS No. 13 requires be expensed on a straight-line basis over the term of the lease. As a result, rental expense was not properly recorded for real estate leases entered into in fiscal 2006 and prior. * Deferred Subscription Revenue The company continues to evaluate whether there are any errors relating to its accounting for deferred subscription revenue. * Retirement Plan Effective July 2004, the company established a separate retirement savings plan for approximately 120 union employees. Although the company properly funded the plan both for employee contributions and employer match with cash, the company did not recognize the corresponding expense related to the employer match obligation. * Other items In addition to the adjustments described above, the company will record a number of other adjustments to correct and record expenses in the periods in which such expenses were incurred. These adjustments are not material, either individually or in aggregate. The company discussed these errors and their impact on the company's financial statements with the Audit Committee of the Board of Directors of the company. The company and the Audit Committee have determined to restate the company's previously issued consolidated financial statements and financial data, covering these years or periods: * Consolidated financial statements for each of the fiscal years ended June 30, 2005 and 2006; * Selected consolidated financial data for each of the fiscal years ended June 30, 2003 through 2006; and, * Interim consolidated financial information for each of the first three quarters and the related interim periods in the fiscal years ended June 30, 2006 and 2007. On Sept. 13, 2007, the Audit Committee concluded that the consolidated financial statements and financial data for the periods stated above, as well as any related financial information and financial data, should no longer be relied upon. Material Weakness In addition, the company will be evaluating whether any of the matters identified in the course of the restatement analysis were the result of one or more material weaknesses in its internal control over financial reporting. The company has not yet determined whether any material weaknesses in its internal control over financial reporting exist as of June 30, 2007. The company will conclude its evaluation of the effectiveness of its internal control over financial reporting and disclosure controls and procedures for such periods, and report its findings in this regard, when it files such financial statements. Until the company's review of its accounting processes is complete, the company is unable to finalize its financial statements for the fiscal year ended June 30, 2007. The company is working on completing the restated financial statements, the Form 10-K and related disclosures, and the related work on assessing its internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 described above, and the company expects to file all required filings with the SEC, including the Form 10-K, once it has completed the restated financial information for the periods described. About Rural/Metro Rural/Metro Corporation -- http://www.ruralmetro.com/-- (Nasdaq:RURL) provides emergency and non-emergency medical transportation, fire protection, and other safety services in 23 states and approximately 400 communities throughout the United States. RURAL/METRO CORP: May Face Default Due to Non-Filing of Form 10-K ----------------------------------------------------------------- Rural/Metro Corporation says that it expects to continue to be in compliance with the financial covenants contained in its senior credit facility based on its restated financial statements. However, its need to restate financial statements has resulted in a default under the senior credit facility. In addition, the delay in filing of its Annual Report on Form 10-K for the fiscal year ended June 30, 2007, will also result in a default under reporting covenants contained in the senior credit facility. The company discloses that it has made preliminary communications with the agents for the lenders under the facility to obtain waivers from such lenders. However, there can be no assurance that such waivers will be obtained. If the company does not obtain a waiver, it will become an event of default under the senior credit facility and the lenders thereunder would have the right to accelerate the debt under the facility, which would have a material adverse effect on the financial condition and liquidity of the company. In addition, the delay in filing the Form 10-K will result in non- compliance with indentures pursuant to which the company issued its senior discount notes and its subsidiary Rural/Metro Operating Company LLC issued its senior subordinated notes. However, this non-compliance will not result in events of default under the indentures unless and until written notice thereof is delivered by the respective trustees or requisite holders of notes thereunder and, in any event, such events of default would be cured if the Company files the Form 10-K within 60 days of any such notice. The company believes that it will be able to file the Form 10-K in sufficient time to avoid any event of default maturing into a default under any indenture. If such an event of default occurs and is continuing under the Indentures or the debt under the senior credit facility is accelerated pursuant to an event of default, all unpaid principal and accrued interest on the notes then outstanding may become immediately due and payable unless the Company is able to obtain a waiver. If a waiver is not obtained, this would have a material adverse effect on the financial condition and liquidity of the company. About Rural/Metro Rural/Metro Corporation -- http://www.ruralmetro.com/-- (Nasdaq:RURL) provides emergency and non-emergency medical transportation, fire protection, and other safety services in 23 states and approximately 400 communities throughout the United States. RURAL/METRO CORP: Informs Nasdaq on Non-Filing of Form 10-K ----------------------------------------------------------- Rural/Metro Corporation relates in a regulatory filing with the U.S. Securities and Exchange Commission that as result of being unable to file its annual report on Form 10-K for the fiscal year ended June 30, 2007, it will not be in compliance with The NASDAQ Stock Market LLC's filing requirement under NASDAQ Marketplace Rule 4310 (c)(14). NASDAQ requires, among other things, that the company timely file all required reports with the SEC. The company discloses that on Sept. 14, 2007, it had notified NASDAQ of the non-filing of its Form 10-K. The company expects to restore compliance with the listing requirements when it files the Form 10-K and any other required periodic reports with the SEC. About Rural/Metro Rural/Metro Corporation -- http://www.ruralmetro.com/-- (Nasdaq:RURL) provides emergency and non-emergency medical transportation, fire protection, and other safety services in 23 states and approximately 400 communities throughout the United States. SCHOONER COMMERCIAL: Moody's Holds Low-B Ratings on Six Certs. -------------------------------------------------------------- Moody's Investors Service affirmed the ratings of 17 classes of Schooner Commercial Mortgage Securities Trust 2005-3 as: -- Class A-1, $129,442,378, affirmed at Aaa; -- Class A-2, $204,700,000, affirmed at Aaa; -- Class XP-1, Notional, affirmed at Aaa; -- Class XP-2, Notional, affirmed at Aaa; -- Class XC-1, Notional, affirmed at Aaa; -- Class XC-2, Notional, affirmed at Aaa; -- Class B, $6,400,000, affirmed at Aa2; -- Class C, $8,500,000, affirmed at A2; -- Class D-1, $4,000,000, affirmed at Baa2; -- Class D-2, $5,400,000, affirmed at Baa2; -- Class E, $2,500,000, affirmed at Baa3; -- Class F, $2,969,745, affirmed at Ba1; -- Class G, $1,979,830, affirmed at Ba2; -- Class H, $1,484,873, affirmed at Ba3; -- Class J, $989,915, affirmed at B1; -- Class K, $1,484,873, affirmed at B2; -- Class L, $1,979,830, affirmed at B3. As of the Sept. 12, 2007 distribution date, the transaction's aggregate certificate balance has decreased by about 5.3% to $375 million from $396 million at securitization. The certificates are collateralized by 94 mortgage loans ranging in size from less than 1% to 6.2% of the pool, with the top 10 loans representing 42.6% of the pool. The pool includes two shadow rated investment grade loans, representing 7.3% of the pool. Three loans, representing 3.6% of the pool, have defeased and have been replaced with Canadian Government securities. No loans have been liquidated from the trust and there are no loans in special servicing currently. One loan, representing 0.6% of the pool, is on the master servicer's watchlist. Moody's was provided with full-year 2005 (70.3%) and partial-year 2006 (21%) operating results for the loans. Moody's loan to value ratio for the conduit component is 80.3%, compared to 81.7% at securitization. The largest shadow rated loan is the Vaughan Industrial Pool Loan ($15.6 million - 4.2%), which is secured by a portfolio of 17 free-standing industrial buildings totalling 583,500 square feet. The properties range in size from 13,426 to 80,000 square feet. The properties are located in Vaughan, a northern suburb of Toronto, Ontario. As of December 2006, the portfolio was 94.3% leased, compared to is 90% at securitization. The loan amortizes on a 15-year schedule. Loan performance has improved due to an increase in base revenue and loan amortization. Moody's current shadow rating is Baa1, compared to Baa2 at securitization. The second shadow rated loan is the 71 Rex Boulevard Loan ($11.8 million - 3.1%), which is secured by a 167,000 square foot industrial building located in Toronto, Ontario. The property is 100% leased to Cargill LTD (Moody's senior unsecured rating A2 - negative outlook; lease expiration September 2012). The loan amortizes on a 20-year schedule. Moody's current shadow rating is Baa3, the same as at securitization. The top three conduit loans represent 17.6% of the outstanding pool balance. The largest conduit loan is the Portsmouth Place Loan ($23.2 million -- 6.2%), which is secured by three 10-story apartment buildings totaling 400 units located in Kingston, Ontario. As of March 2007, the portfolio was 100% occupied, compared to 98.7% at securitization. The loan amortizes on a 30- year schedule and is full recourse to the borrower. Moody's LTV is 81.1%, compared to 83.3% at securitization. The second largest conduit loan is the Metro Self Storage Loan ($22 million -- 5.9%), which is secured by a portfolio of seven self-storage facilities totaling 400,681 square feet (3,216 storage units) located in the Halifax (6) and Truro (1), Nova Scotia metro areas. As of December 2006, the portfolio was 87% occupied, compared to 84.9% at securitization. The loan amortizes on a 20-year schedule and is full recourse to the borrower. Moody's LTV is 81.9%, compared to 85.8% at securitization. The third largest conduit loan is the Corner Brook Plaza Loan ($20.9 million -- 5.6%), which is secured by a one-story 233,347 square foot enclosed community shopping center located in Corner Brook, Newfoundland. The loan amortizes on a 25-year schedule and is full recourse to the borrower. Moody's LTV is 75.4%, compared to 79.2% at securitization. SELECT MEDICAL: Earns $21 Million in Quarter Ended June 30 ---------------------------------------------------------- Select Medical Corporation reported net income of $21.0 million for the second quarter ended June 30, 2007, compared to net income of $33.9 million for the same quarter, prior year. For the second quarter ended June 30, 2007, net operating revenues increased 5.0% to $506.5 million compared to $482.1 million for the same quarter, prior year. Income from operations decreased 22.3% to $60.6 million compared to $78.0 million for the same quarter, prior year. Additionally, net income before interest, income taxes, depreciation and amortization, income from discontinued operations, stock compensation expense, other income and minority interest for the second quarter decreased 16.7% to $75.5 million compared to $90.6 million for the same quarter, prior year. At June 30, 2007, the company's consolidated balance sheet showed $2.45 billion in total assets, $1.82 billion in total liabilities, $3.9 million in minority interest, and $632.9 million in total stockholders' equity. The company's consolidated balance sheet at June 30, 2007, also showed strained liquidity with $355.3 million in total current assets available to pay $364.4 million in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended June 30, 2007, are available for free at http://researcharchives.com/t/s?239a Acquisition of HealthSouth Corporation's Outpatient Rehabilitation Division On May 1, 2007, Select completed the acquisition of substantially all of the outpatient rehabilitation division of HealthSouth Corporation. At the closing, Select acquired 540 outpatient rehabilitation clinics. The closing of the purchase of approximately 30 additional outpatient rehabilitation clinics has been deferred pending certain state regulatory approvals. Approximately $24.0 million of the approximately $245.0 million purchase price was withheld pending receipt of these approvals and the transfer of the remaining clinics. The purchase price was reduced by approximately $7.0 million at the closing and is subject to further adjustment based on the divisions net working capital on the closing date. Senior Secured Credit Facility On March 28, 2007, Select entered into an Incremental Facility Amendment with a group of lenders and JPMorgan Chase Bank, N.A. as administrative agent. The Incremental Facility Amendment provided to the company an incremental term loan of $100.0 million, the proceeds of which was used to pay a portion of the purchase price for the HealthSouth transaction. After giving effect to the Incremental Facility Amendment, Select's senior secured credit facility provides for senior secured financing of up to $980.0 million, consisting of: -- a $300.0 million revolving loan facility that will terminate on Feb. 24, 2011, including both a letter of credit sub- facility and a swingline loan sub-facility, and -- a $680.0 million term loan facility that matures on Feb. 24, 2012. About Select Medical Headquartered in Mechanicsburg, Pa., Select Medical Corporation -- http://www.selectmedicalcorp.com/-- is an operator of specialty hospitals in the United States. Select operates 89 long-term acute care hospitals and four acute medical rehabilitation hospitals in 26 states. Select is also an operator of outpatient rehabilitation clinics in the United States, with approximately 1,106 locations in 37 states and the District of Columbia. Select also provides medical rehabilitation services on a contract basis at nursing homes, hospitals, assisted living and senior care centers, schools and worksites. * * * As reported in the Troubled Company Reporter on March 15, 2007, Standard & Poor's Ratings Services affirmed its ratings on specialty hospital operator Select Medical Corp. (B/Negative/--). The affirmation follows the company's increase in the size of its senior secured term loan B by $100 million, to $670 million and includes the 'B+' bank loan rating and '1' recovery rating on the loan. SHIFT NETWORKS: CCAA Protection Extend Further to October 1 ----------------------------------------------------------- Shift Networks Inc. disclosed that the Alberta Court of Queen's Bench has extended its creditor protection under the Companies Creditors Arrangements Act (Canada) for an additional period expiring on October 1, 2007. The Court also issued an "Order Approving Bid Process". The order provided that Pricewaterhouse Coopers Inc., the Court appointed monitor of Shift, and Shift seek bids from prospective purchasers to acquire Shift's assets and undertakings either by asset purchase and sale, plan of arrangement or other strategic transaction. Offers must be presented to the Monitor on or before 10:00 a.m., today, September 24. DIP Financing The company had obtained debtor-in-possession financing from a lender on the terms and subject to the conditions set out in a loan agreement. The DIP Loan provides Shift with working capital financing while it is subject to the CCAA proceedings and permits Shift to continue to provide service to its customers. The Court has authorized Shift, subject to the approval of the Monitor, to negotiate with the DIP Lender an increase in the principal amount of the DIP Loan from the previously authorized $1,650,000 to $2,150,000 exclusive of accrued interest, costs, charges, expenses, Facility Fee and Success Fee under the DIP facility and as contemplated by the DIP loan agreement. The DIP Lender has also provided a "stalking horse bid" whereby pursuant to an Asset Purchase Agreement with Shift, it has agreed to purchase and Shift has agreed to sell all the assets and undertaking of Shift for the aggregate amount of the outstanding DIP Loan. The Stalking Horse Agreement will only be completed if a Superior Bid is not received by September 24 (and be open for acceptance and completion until Oct. 15, 2007) for a price at least $50,000 in excess of the purchase price provided for in the Stalking Horse Agreement. Further, the Superior Bid must provide for the acquisition of the DIP Loan by the superior bidder by such date for a purchase price equal to the amount outstanding under the DIP Loan plus the amount of a break fee. Effective Friday, June 8, 2007, trading in the shares of the company were suspended, given the uncertainty of the outcome of the bid process described above it remains uncertain whether trading of the shares will ever resume. Under CCAA protection, Shift continues with its day-to-day operations, including the provisioning and delivery of voice over IP business telephone services to small-to-medium business customers in Calgary, Edmonton, Vancouver, Victoria, Toronto and Ottawa. Additional information relating to Shift is available on the website of the Monitor at http://www.pwc.com/brs-shift/ About Shift Networks Shift Networks Inc. -- http://shiftnetworks.com/-- (TSX VENTURE: SHF) is a voice and high-speed Internet access provider to small and medium businesses. The company generates revenues through two sources: offering a suite of voice-over Internet protocol services to commercial clients through its network and the resale of telecommunications services provided by third parties. During the year ended December 31, 2005, it discontinued the legacy line of business in order to focus specifically on VoIP services. SIMMONS BEDDING: S&P Lifts $565 Mil. Secured Loan Rating to BB- --------------------------------------------------------------- Standard & Poor's Ratings Services raised its bank loan rating on Simmons Bedding Co.'s $565 million senior secured financing to 'BB-' from 'B+'. The recovery rating remains at '1', indicating the expectation of very high (90%-100%) recovery in the event of a payment default. The likelihood of default for the issue is reflected in the issuer's corporate credit rating of B/Stable/--, which has not changed. "However," said Standard & Poor's credit analyst Rick Joy, "with the recent introduction of our new issue rating framework, which incorporates recoveries in all secured issue level ratings, the rating on the senior secured credit facilities has been raised by one notch." Ratings list: Simmons Company Corporate Credit Rating B/Stable/-- Ratings Raised: To From -- ---- Simmons Bedding Co. Senior Secured Local Currency BB- B+ SP NEWSPRINT: Weak Cash Flows Prompt Moody's to Downgrade Ratings ----------------------------------------------------------------- Moody's Investors Service downgraded the long-term and corporate family ratings of SP Newsprint Company to B2 from B1 and kept the ratings under review for a possible further downgrade. The rating action reflects the company's deteriorating cash flows and weak liquidity position. Moody's believes the company will likely violate its financial covenants in the third quarter of 2007; therefore SP will need to obtain waivers or amendments from its bank group in order to maintain access to its revolver. The company's revolver matures in January 2008. The continuing decline in consumption rates for newsprint, softening prices, and escalating wastepaper, wood chip, and energy costs have weakened the company's operating results. The company is expected to generate negative EBITDA in the third quarter of 2007, thereby violating its interest coverage covenant. Although the company maintains an improved balance sheet (due to significant debt reduction), the company's reliance on a single commodity product, the cyclical nature of newsprint prices, and significant competitive pressures further support the downgrade. The review will examine the company's liquidity position and its ability to successfully amend its credit agreement or secure alternate financing. Furthermore, Moody's will consider the likelihood and timing of the potential sale of the company, which was announced in May of 2007. The sale was originally expected to close by the end of this month. Moody's expects an accelerated review process. The last rating action occurred on March 23, 2007, when Moody's revised the company's ratings outlook to stable from positive. Moody's noted that despite a significant reduction in leverage and improved cash flow in 2006, the expectation of significant declines in newsprint pricing and mounting wastepaper and wood chip costs in 2007 will unlikely enable SP to sustain its operating performance. These ratings were downgraded and remain under review for downgrade: Issuer: SP Newsprint Company -- Corporate Family Rating, Downgraded to B2 from B1; -- Sr. Sec. Term Loan, Downgraded to B2 from B1 (LGD3, 44%); and -- Sr. Sec. Revolving Credit Facility, Downgraded to B2 from B1(LGD3, 44%) SP Newsprint Company, headquartered in Atlanta Georgia, operates two paper mills that produce recycled newsprint for a variety of newspaper publishers primarily in the southeastern and western United States. SP is a partnership owned equally by The McClatchy Company, Cox Enterprises, Inc. and Media General Inc. SPARTA COMMERCIAL: July 31 Balance Sheet Upside-Down by $2.2 Mil. ----------------------------------------------------------------- Sparta Commercial Services Inc.'s consolidated balance sheet at July 31, 2007, showed $5.0 million in total assets and $7.2 million in total liabilities, resulting in a $2.2 million total stockholders' deficit. The company's consolidated balance sheet at July 31, 2007, further showed strained liquidity with $826,172 in total current assets available to pay $4.0 million in total current liabilities. The company reported a net loss of $1.1 million in the first quarter ended July 31, 2007, compared with a net loss of $434,379 in the same period last year. Operating loss decreased to $892,103 from $1.0 million in 2006 mainly due to higher revenues and decreased general and administrative expenses. The increase in net loss is primarily due to a non-cash income of $601,734 recorded in 2006 related to the decrease in value of warrants liabilities, partly offset by the aforementioned decrease in operating loss. Revenues rose to $283,997 during the three months ended July 31, 2007, from $191,642 during the three months ended July 31, 2006, mainly due to $138,964 in interest income from Retail Installment Sales Contracts Loans. The company met its cash requirements for operating activities during the three month period ended July 31, 2007, through net proceeds from debt financing of $2.2 million offset with payments of $440,635. The company estimates that it will need to raise approximately $1.8 million in additional funds to fully implement its business plan during the next twelve months and for general operating expenses. Full-text copies of the company's consolidated financial statements for the quarter ended July 31, 2007, are available for free at http://researcharchives.com/t/s?239f Going Concern Doubt RBSM LLP, in New York, expressed substantial doubt about Sparta Commercial Services Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements as of the years ended April 30, 2007, and 2006. The auditing pointed to the company's recurring losses from operations. About Sparta Commercial Headquartered in New York City, Sparta Commercial Services, Inc. (OTC BB: SRCO.OB) -- http://www.spartacommercial.com/-- is a nationwide, independent financial services company in the United States exclusively dedicated to the powersports industry. STERIGENICS INT'L: Moody's Chips Corporate Family Rating to B3 -------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Sterigenics International Inc. to B3 from B2. Moody's also changed the outlook for the ratings to negative from stable. The downgrade of the ratings reflects the deterioration of the company's liquidity profile and weakening credit metrics following recent operating results that have been below expectations. Moody's believes Sterigenics' liquidity position is weak due to continued reliance on its revolving credit facility, minimal cash on hand and tightening levels of covenant compliance. Moody's understands that at June 30, 2007, about $24 million of the company's $30 million revolving credit facility had been drawn and the company had a minimal amount of available cash. Further, the company's operating results have lagged our expectations with regard to revenue growth, EBITDA, and free cash flow due in large part to decreased volume from a key customer. The combination of capital expenditures well in excess of anticipated levels and below forecasted levels of cash flow has increased the company's reliance on its revolver and weakened its ability to comply with the financial covenants included in the senior secured credit facility. The negative outlook reflects the expectation that the company will continue to see pressure on its liquidity position as covenant levels step down for the quarter ending Dec. 31, 2007. The current total leverage ratio requirement of 4.40 times will be reduced to 4.25 times at Dec. 31, 2007. If the lower level had been in place as of June 30, 2007, the company would not have been in compliance. Therefore, without improvement in EBITDA performance or meaningful debt repayment, Moody's would expect the company to have difficulty remaining in compliance once the covenant levels step down. The ratings remain constrained by the relatively small revenue base and continued customer concentration. While revenue has been growing as the company opens new facilities and increases capacity at existing facilities, the concentration of revenue from its most significant customers continues. The ratings are also constrained by the significant financial leverage of the company following the $75 million dividend to shareholders at the end of 2006 and the reliance on the revolving credit facility to fund capital expenditures. Also considered in the rating are the company's leading market position and its ability to satisfy customer needs through the offering of alternative modes of sterilization services. The company enjoys a relatively stable and long-lived customer base for whom switching is difficult. Additionally, the company's expansion strategy has been based on customer demand, ensuring a base level of business as capacity comes on line resulting in EBIT margins that are relatively strong for the rating category. This is a summary of Moody's rating actions: -- $30 million senior secured revolving credit facility due 2011, to B3 (LGD3, 33%) from B2 (LGD3, 33%); -- $290 million senior secured term loan B due 2013, to B3 (LGD3, 33%) from B2 (LGD3, 33%); -- Corporate Family Rating, to B3 from B2; and -- Probability of Default Rating, to Caa1 from B3. Sterigenics International Inc., headquartered in Oak Brook, IL, is a provider of contract sterilization and ionization services for medical devices, food safety and advanced materials applications. The company operates 40 facilities in North America, Europe and Asia. For the twelve months ended June 30, 2007, the company recognized net revenue of about $233 million. STRUCTURED ASSET: Moody's Affirms Low-B Ratings on 2 Cert. Classes ------------------------------------------------------------------ Moody's Investors Service assigned a Aaa rating to the senior certificates issued by Structured Asset Securities Corporation Mortgage Loan Trust 2007-WF2 and ratings ranging from Aa1 to Ba2 to the subordinate certificates in the deal. The securitization is backed by adjustable-rate and fixed-rate, subprime residential mortgage loans originated by Wells Fargo Bank, N.A. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, excess spread, and overcollateralization. An interest-rate swap agreement and an interest-rate cap agreement provide additional protection. Moody's expects collateral losses to range from 4.95% to 5.45%. Primary servicing of the mortgage loans will be provided by Wells Fargo Bank N.A. Aurora Loan Services LLC will act as master servicer. Moody's assigned Aurora its servicer quality rating of SQ1- as a master servicer. Moody's assigned Wells Fargo Bank N.A. its top servicer quality rating of SQ1 as a primary servicer of subprime mortgages. The complete rating actions are: Issuer: Structured Asset Securities Corp Trust 2007-WF2 Mortgage Pass Through Certificates, Series 2007-WF2 -- Class A-1, Assigned Aaa; -- Class A-2, Assigned Aaa; -- Class A-3, Assigned Aaa; -- Class A-4, 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 B-1, Assigned Ba1; -- Class B-2, Assigned Ba2. TARGA RESOURCES: Selling Natural Gas Assets for $705 Million ------------------------------------------------------------ Targa Resources Inc. is selling its San Angelo Operating Unit in West Texas, and its Louisiana Operating Unit to its partnership, Targa Resources Partners LP, for $705 million. Total consideration paid by the Partnership will consist of (i) cash and (ii) sufficient general partner units issued to Targa Resources Inc. to maintain its 2% general partner interest in the Partnership. The transaction, which is subject to financing and other standard closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, is anticipated to close in the fourth quarter of this year. The Partnership expects to finance the acquisition through a combination of approximately 50% equity and 50% debt. The Partnership has obtained an underwritten commitment for a $250 million increase to its existing $500 million revolving credit facility. This increase, combined with existing availability under the revolving credit facility of approximately $205.5 million, will fund the debt portion of the acquisition. The Partnership is in the process of determining the appropriate method for raising the equity portion of the financing. With the increased cash flow provided by this acquisition, management anticipates that it will recommend to the Board of Directors of the Partnership's general partner an increase in the cash distribution rate in the range of 20¢ to 24¢, or 15% to 18%, over the current annualized rate of $1.35 per unit beginning with the fourth quarter of 2007, assuming closing occurs in the fourth quarter as anticipated. The SAOU assets consist of approximately 1,300 miles of natural gas gathering pipelines and the Sterling, Mertzon and Conger processing plants with combined capacity of 130 MMcf/d and 19,800 Bbl/d. The LOU assets include: a) an approximately 700 mile natural gas gathering system; b) the Gillis and Acadia processing plants with combined capacity of 260 MMcf/d; c) a 12,500 Bbl/d fractionator at the Gillis processing plant; d) approximately 70 miles of residue natural gas lines serving the Lake Charles industrial market; e) approximately 83 miles of NGL lines; and f) a 1.4 MMBbl capacity butane storage project anticipated to be in service in the second quarter of 2008. "This is the first step in Targa Resources Inc.'s strategy of offering its businesses to Targa Resources Partners LP, which will be our primary growth vehicle," Rene Joyce, chief executive officer of the Partnership's general partner and of Targa Resources Inc., said. "This transaction greatly increases the Partnership's scale, provides geographic diversity and positions the Partnership for future growth." The board of directors of the general partner of the Partnership approved the transaction based on a recommendation from its Conflicts Committee which consists entirely of independent directors. Tudor, Pickering & Co. Securities, Inc. acted as financial advisor and rendered a fairness opinion to the Conflicts Committee. About Targa Resources Partners Headquartered in Houston, Texas, Targa Resources Partners LP (NASDAQ:NGLS) -- http://www.targaresources.com/-- was formed by Targa Resources Inc. to engage in the business of gathering, compressing, treating, processing and selling natural gas and fractionating and selling natural gas liquids and natural gas liquids products. The Partnership operates in the Fort Worth Basin in north Texas. A subsidiary of Targa Resources Inc. is the general partner of the Partnership. Targa Resources Partners owns a network of integrated gathering pipelines, two natural gas processing plants and a fractionator. About Targa Resources Inc Headquartered in Houston, Texas, Targa Resources Inc. (Nasdaq: NGLS) -- http://www.targaresources.com/-- is an independent midstream energy company formed in 2003 by management and Warburg Pincus, the global private equity firm and a leading energy investor, to pursue gas gathering, processing and pipeline asset acquisition opportunities. * * * As reported in the Troubled Company Reporter on July 23, 2007, Moody's Investors Service affirmed Targa Resources, Inc.'s B1 corporate family rating and assigned Ba3 ratings (LGD 3, 40%) to its proposed first lien credit facilities comprised of a $1.525 billion term loan, a $300 million revolving credit facility, and a $300 million synthetic letter of credit facility. TIER TWO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Tier Two, L.L.C. dba Rockwoods Grill dba Backwater Bar of Baxter 9100 Quaday Avenue Northeast Otsego, MN 55330 Bankruptcy Case No.: 07-43337 Chapter 11 Petition Date: September 20, 2007 Court: District of Minnesota (Minneapolis) Judge: Dennis D. O'Brien Debtor's Counsel: Thomas Flynn, Esq. Larkin, Hoffman, Daly & Lindgren, Ltd. 7900 Xerxes Ave South, Suite 1500 Bloomington, MN 55431 Tel: (952) 896-3362 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Sysco North Dakota $106,315 Attention: Mar Landcot P.O. Box 5015 Fargo, ND 58105 Kraus-Anderson $84,303 Attention: Gary Hook/Rich Jacobsen 8625 Rendova Street, Northeast Circle Pines, MN 55014 The Lodge Hotel $65,700 Attention: Jeff Schoenwetter 6889 Rowland Road, Suite 100,000 Eden Prairie, MN 55344 Tushie Montgomery & Association $55,521 Stockyards $18,870 K.D.V. $15,776 Leef Service $11,923 Richard Alfano Cleaning $9,096 A+ Cleaners $4,418 Pepsi Cola $3,825 Dippin Dots $3,262 Rohfling, Inc. $3,139 Climate Makers $2,571 Viking Coca Cola $2,378 Lakes Printing $2,259 Y.D.E.'s Major Appliance $2,197 Karlsburger Foods, Inc. $1,923 Creative Graphics $1,420 EcoLab Institutional $1,226 Givex, U.S.A. $1,049 TRANSDIGM GROUP: Appoints Mervin Dunn as Board Member ----------------------------------------------------- TransDigm Group Incorporated has appointed Mervin Dunn as a member of its board of directors. Mr. Dunn has also been appointed by the board to be a member of the nominating and corporate governance committee. Merv Dunn has been the chief executive officer of Commercial Vehicle Group since 2002. Prior to CVG, Mr. Dunn has held a range of senior operating positions in private and public businesses including Arvin Industries, Johnson Controls, Hyster Company & Bliss Technologies. He is a 1980 graduate of Eastern Kentucky University with a degree in Mechanical Design and a MS in Operations Management. "We are pleased that Merv has agreed to become a member of our board,” W. Nicholas Howley, the chairman and chief executive officer of TransDigm Group stated. “He is a seasoned executive with a unique blend of public and private company exposure, merger and acquisition experience, well as a broad range of international and domestic operating responsibilities. We are fortunate to attract an executive of his breadth." About TransDigm Group Inc. Headquartered in Cleveland, Ohio, TransDigm Group Incorporated (NYSE: TDG) - http://www.transdigm.com/-- through its wholly owned subsidiaries, including TransDigm Inc., designs, manufactures and supplies highly engineered aircraft components for use on nearly all commercial and military aircraft in service. Major product offerings, substantially all of which are provided to end-users in the aerospace industry, include ignition systems and components, gear pumps, mechanical/ electro-mechanical actuators and controls, NiCad batteries/ chargers, power conditioning devices, hold-open rods and locking devices, engineered connectors, engineered latches and cockpit security devices, lavatory hardware and components, specialized AC/DC electric motors and specialized valving. * * * Moody's Investor Services placed TransDigm Group Incorporated's long term issuer default rating at 'B' in May 2006. The outlook is negative. The rating holds to this date. TRUESTAR BARNETT: Section 341(a) Meeting Scheduled on October 10 ---------------------------------------------------------------- The United States Trustee for Region 19 will convene a meeting of TrueStar Barnett LLC's creditors on Oct. 10, 2007 at 9:30 a.m. The meeting will be held at Room 104, U.S. Custom House, 721 19th Street in Denver, Colorado. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) 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 Denver, Colorado, TrueStar Barnett LLC fdba Trinity Barnett LLC was formed to facilitate the acquisition and operation of the oil and gas assets in the Newark East Gas Field in Texas from Eagle Oil & Gas Co. TrueStar Petroleum Corporation (CVE:TPC) -- http://www.truestar-petroleum.com/-- is the sole managing member of the Debtor. The company filed for Chapter 11 protection on Aug. 31, 2007, (Bankr. D. Colo. Case No. 07-19746). Duncan E. Barber, Esq. and Steven T, Mulligan, Esq. of Shapiro & Burrus LLP represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it disclosed estimated assets and debts of $1 million to $100 million. The Debtor's list of 20 largest unsecured creditors show that Macquarie Bank Ltd. holds a $15 million claim. On Aug. 31, 2007, Optima Services International, Ltd. filed an involuntary chapter 11 petition against the company (Bankr. N.D. Tex. Case No. 07-34192). Optima's filing, which was five minutes earlier than the company's Colorado filing, also included TrueStar Petroleum Corporation. Walter J. Cicack, Esq., at Seyfarth Shaw LLP, represents Optima in that involuntary chapter 11 petition. The Texas Court has set an October 3 hearing to consider the proper venue for the cases. TRUESTAR BARNETT: Court Approves Bieging Shapiro as Counsel ----------------------------------------------------------- The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado gave TrueStar Barnett LLC permission to employ Bieging Shapiro & Burrus LLP as its bankruptcy counsel. Bieging Shapiro will: (a) provide the Debtor with legal advice with respect to its powers and duties under the Bankruptcy Code; (b) aid the Debtor in the development of a plan or reorganization under Chapter 11; (c) file the necessary petitions, schedules, pleadings, reports, and actions which may be required in the continued administration of the Debtor's property under Chapter 11 and in the course of the Debtor's Chapter 11 proceedings; (d) take necessary actions to enjoin and stay until final decree continuation of pending proceedings and enjoin and stay until final decree commencement of lien foreclosure proceedings and all matters as provided under Section 362 of the Bankruptcy Code; (e) analyze claims and causes of action of the Debtor and object to claims and commence and prosecute adversary proceedings as necessary in the administration of this case; and (f) perform any and all other legal services for the Debtors which may be necessary. The Debtor discloses that Duncan E. Barber, Esq., a partner at Bieging Shapiro, will bill $300 per hour for this engagement. Steven T. Mulligan, Esq., meanwhile will bill $250 per hour while Sheila Finn, Esq., bills $180 per hour. Legal assistants will bill $125. To the best of the Debtor's knowledge, the firm does not represent any interest adverse to their estates. Mr. Barber can be reached at: Duncan E. Barber, Esq. Bieging Shapiro & Burrus LLP 4582 South Ulster Street Parkway, Suite 1650 Denver, Colorado 80237 Tel: (720) 488-0220 Fax: (720) 488-7711 http://www.bsblawyers.com/ Headquartered in Denver, Colorado, TrueStar Barnett LLC fdba Trinity Barnett LLC was formed to facilitate the acquisition and operation of the oil and gas assets in the Newark East Gas Field in Texas from Eagle Oil & Gas Co. TrueStar Petroleum Corporation (CVE:TPC) -- http://www.truestar-petroleum.com/-- is the sole managing member of the Debtor. The company filed for Chapter 11 protection on Aug. 31, 2007, (Bankr. D. Colo. Case No. 07-19746). Duncan E. Barber, Esq. and Steven T, Mulligan, Esq. of Shapiro & Burrus LLP represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it disclosed estimated assets and debts of $1 million to $100 million. The Debtor's list of 20 largest unsecured creditors show that Macquarie Bank Ltd. holds a $15 million claim. On Aug. 31, 2007, Optima Services International, Ltd. filed an involuntary chapter 11 petition against the company (Bankr. N.D. Tex. Case No. 07-34192). Optima's filing, which was five minutes earlier than the company's Colorado filing, also included TrueStar Petroleum Corporation. Walter J. Cicack, Esq., at Seyfarth Shaw LLP, represents Optima in that involuntary chapter 11 petition. The Texas Court has set an October 3 hearing to consider the proper venue for the cases. UNIVERSAL COMPRESSION: Moody's Withdraws Ratings After HCC Merger ----------------------------------------------------------------- Moody's Investors Service withdrew the ratings for Hanover Compressor Company and Universal Compression Inc. following their merger and the substantial completion of their announced tenders for their existing debt. Moody's has upgraded the ratings of these 4.75% convertible senior notes to B1, LGD 6 (92%) from B3, LGD 5 (89%), as indicated in our July 16, 2007 press release assigning ratings to Exterran. This completes Moody's review of these convertible notes. Universal's ratings withdrawn: -- Universal's Ba2 CFR and PDR; -- Senior Secured Bank Facilities rated Ba1, LGD3 (36%); and -- 7.25% Senior Notes due 2010 rated B1, LGD5 (88%). Exterran Holdings Inc. is a company formed to effect the merger of Hanover Compressor Company and Universal Compression Holdings Inc. and is headquartered in Houston, Texas. VALCOM INC: Description on Dealings is Misleading, POW! Says ------------------------------------------------------------ POW! Entertainment, Inc., disclosed that the Valcom Inc.'s description of its dealings with POW! and Stan Lee is inaccurate and misleading. The true facts, which will be the basis of POW!'s countersuit in excess of $10 million for failure to perform and fraud to be filed against Valcom next week, are: * POW! and Valcom entered into a letter of intent for the formation of a joint venture to develop film projects with Valcom funding. After repeated failures by Valcom to discharge its obligations, POW! terminated the relationship. Among its other failures, Valcom failed to provide the agreed funding -- Valcom made only 3 of the required 24 overhead payments (its very first check bounced), and paid literally none of the development money contemplated by the LOI. * The LOI provided that any projects for which Valcom funded development would be handled through the JV. Before POW! terminated the relationship with Valcom, POW! repeatedly offered Valcom the opportunity to participate in any projects POW! had, including future projects that might be developed and presented to Disney. Valcom never accepted POW!'s offers and never provided development money for any project. In the face of Valcom's lack of interest and lack of performance, and after terminating the relationship with Valcom, POW! proceeded on its own. * The LOI, drafted by Valcom, says explicitly that it is not binding. Valcom was to draft a binding JV agreement, but never did. Valcom has filed for bankruptcy protection, and in the bankruptcy court has sued POW! (and Stan Lee) regarding the failed JV. POW! will file a countersuit in the very near future, alleging, among other things, that Valcom deceived POW! into entering the JV relationship to begin with, because Valcom never had the money necessary to perform its obligations in that JV and had no reasonable basis for believing that it could perform. About POW! POW! (Purveyors of Wonder) Entertainment Inc. (Pink Sheets:POWN) is an advanced media and entertainment company. The company was founded by world-famous comic book and motion picture icon Stan Lee, together with award-winning producer Gill Champion and intellectual property specialist Arthur Lieberman, Esq. About ValCom Based in Los Angeles, California, ValCom, Inc. (PNK: VLCO) -- http://www.valcom.com/-- is a diversified and vertically integrated, independent entertainment company. ValCom, through its operating divisions and subsidiaries, creates and operates full service facilities that accommodate film, television and commercial productions with its four divisions comprised of: studio, film and television, live theater production, and broadcast television. ValCom's clientele list consists of all of the majors such as MGM, Paramount Pictures, ABC, CBS, Sony, NBC, BET, MTV. The Debtor has filed voluntary petitions for reorganization under Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07- 15984). Joseph L. Pittera, Esq. represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed assets and debts between $1 million to $100 million. VISION DEVELOPMENT: Case Summary & 37 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Vision Development Group of Broward County, L.L.C. fdba Beacon Towers, L.L.C. dba Isles at Lago Mar dba Isles at Sawgrass 673 Vista Isles Drive, Suite 1614 Sunrise, FL 33325 Bankruptcy Case No.: 07-17778 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Isadore M. Cohen 07-17779 Type of business: The Debtors are real estate developers. Chapter 11 Petition Date: September 20, 2007 Court: Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtors' Counsel: Peter D. Russin, Esq. Meland, Russin & Budwick, P.A. 200 South Biscayne Boulevard, Suite 3000 Miami, FL 33131 Tel: (305) 358-6363 Fax: (305) 358-1221 Estimated Assets Estimated Debts ---------------- --------------- Vision Development Group $1 Million to $1 Million to of Broward County, L.L.C. $100 Million $100 Million Isadore M. Cohen $1 Million to $1 Million to $100 Million $100 Million A. Vision Development Group of Broward County, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Chelsey Funding, L.L.C. Mezzanine Loan $5,415,000 c/o William Wachtel, Esq. Wachtel & Maysr, L.L.P. New York, NY 10022 T.M.G. Sunrise, L.L.C. Mezzanine Loan $5,085,000 c/o The Modlin Group, L.L.C. Attention: Avery Modlin New York, NY 10019 Imperial Premium Finance,Inc. Insurance $280,810 P.O. Box 8945 New York, NY 33155 Greenberg & Traurig, L.L.P. Professional Fee $189,485 Isles at Lago Mar Condo Trade $122,813 Association DynaServ Florida, Inc. Trade $101,215 Fortune International Realty Trade $26,489 Stelco Distributors, Inc. Trade $26,087 Miami Herald Trade $15,137 Robert Parker Carpet Sales, Trade $11,254 Inc. The Treister Murry Agency Trade $10,500 Morrison, Brown, Argiz & Professional Fee $10,000 Farra, L.L.P. Pan American Media Group, Trade $9,400 Inc. Pacesetter Personal Service Trade $8,385 Best Quality & Service Co., Trade $8,343 L.L.C. John's Contracting Group, Trade $4,125 Inc. Real Property Appraisers, Professional Fee $3,250 Inc. Caulfield & Wheeler, Inc. Trade $2,750 Leopold Korn & Leopold P.A. Professional Fee $2,666 Trust Acct. Site Manageware Trade $2,700 B. Isadore M. Cohen's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Exodus Property Management Fee $480,000 Co., Inc. 450 Alton Road, Suite 902 Miami Beach, FL 33139 Yehuda Gargir Loan $325,000 3750 Inverrary Drive Z10 Lauderhill, FL 33319 Larimar, L.L.C. Loan $175,000 2800 Weston Road, Suite 202 Weston, FL 33331 Rogers, Morris & Ziegler Broker Fee $150,000 Estate of C. Cohen Loan $140,000 E.Q. Financial Services, Inc. Loan $100,000 D. Coquilla Loan $31,000 Mercedes-Benz Financial 2003 Mercedes $20,063 Benz; value of security: $20,000 Broward County Tax Collector Real Property $15,927 Taxes Syracuse University Tuition $12,640 Bursar's Office Volvo Finance N.A. Auto Lease $9,444 Deficiency Amcomp Assurance Corporation Final Judgment $6,182 Ford Motor Credit Auto Lease $4,325 Deficiency Rossman & Co. Collection Peoples $1,976 Gas Systems, Inc. Nationwide Recovery Services Collection $448 Sheridan Healthcorp, Inc. Gecap Financial Credit Card $286 Cap Rev. Service Florida Power $68 Light Company * S&P Lowers Ratings on 36 Classes Issued by CSFB ABS ----------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 16 classes from 13 series of mortgage and home equity pass-through certificates issued by CSFB ABS Trust and Home Equity Asset Trust. In addition, S&P lowered the ratings on 20 other classes from 14 series and removed them from CreditWatch with negative implications. Concurrently, S&P affirmed the ratings on two other classes from two series and removed them from CreditWatch negative. Lastly, S&P affirmed the ratings on 42 classes from these 14 series. The downgrades reflect the adverse performance of the collateral pools. Monthly net losses have consistently exceeded monthly excess interest cash flows, resulting in principal write-downs to the overcollateralization for these deals. Moreover, the O/C for eight of the 14 transactions has been reduced to zero due to losses, while the O/C for the other six is significantly below the respective targets. Consequently, seven subordinate classes defaulted during the August 2007 distribution because of principal write-downs. As of the August 2007 distribution period, total delinquencies ranged from 14.37% (series 2001-HE30 fixed-rate group) to 38.84% (series 2003-6), with cumulative realized losses ranging from 1.33% (series 2003-4) to 4.49% (series 2002-HE4 fixed-rate group). Seasoning for these transactions ranged from 40 months (series 2004-1) to 67 months (series 2001-HE30), with outstanding pool factors of around 10% or less. The affirmed ratings reflect adequate actual and projected credit support for those classes. Credit support for these transactions consists of subordination, O/C, and excess interest cash flow. The collateral consists of fixed- or adjustable-rate, 30-year, subprime mortgage loans secured by first liens on one- to four- family residential properties. Ratings affirmed and removed from creditwatch negative: CSFB ABS Trust ] Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ----- 2002-HE4 M-F-2 A A/Watch Neg Home Equity Asset Trust Home equity pass-through certificates 2003-2 M-3 BB BB/Watch Neg Ratings lowered and removed from creditwatch negative: CSFB ABS Trust Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ----- 2001-HE30 M-2 BB A+/Watch Neg 2002-HE1 B D B/Watch Neg 2002-HE4 B BB A/Watch Neg 2002-HE11 B-1 CCC BB/Watch Neg Home Equity Asset Trust Home equity pass-through certificates Rating ------ Series Class To From ------ ----- -- ----- 2002-4 B-1 CCC BB/Watch Neg 2002-5 M-2 BBB- A/Watch Neg 2002-5 B-1 CCC B/Watch Neg 2003-1 B-1 B BB+/Watch Neg 2003-1 B-2 CCC B/Watch Neg 2003-2 B-1 CCC B/Watch Neg 2003-3 M-3 BB- A-/Watch Neg 2003-3 B-1 CCC B/Watch Neg 2003-4 B-2 B BBB/Watch Neg 2003-4 B-3 CCC BB/Watch Neg 2003-5 M-3 BBB- BBB/Watch Neg 2003-5 B-1 B- B/Watch Neg 2003-5 B-2 CCC B-/Watch Neg 2003-6 B-2 B BB/Watch Neg 2003-7 B-3 CCC BBB-/Watch Neg 2004-1 B-3 B BBB/Watch Neg Ratings lowered: CSFB ABS Trust Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ----- 2001-HE30 B D CCC 2002-HE1 M-2 BB A 2002-HE4 M-2 BBB- A+ 2002-HE11 M-2 BB A+ Home Equity Asset Trust Home equity pass-through certificates Rating ------ Series Class To From ------ ----- -- ----- 2002-4 M-2 BBB- A 2003-1 B-3 D CCC 2003-2 B-2 D CCC 2003-3 M-2 BBB- A 2003-3 B-3 D CCC 2003-4 B-1 BBB- BBB+ 2003-5 B-3 D CCC 2003-6 B-1 BB BBB+ 2003-7 B-1 BB BBB+ 2003-7 B-2 B BBB 2004-1 B-1 BBB- A- 2004-1 B-2 BB BBB+ Ratings affirmed: CSFB ABS Trust Mortgage pass-through certificates Rating ------ Series Class ------ ----- 2001-HE30 A-2, A-3, A-F, M-1 AAA 2001-HE30 M-F-1 AA+ 2001-HE30 M-F-2 A+ 2002-HE1 A-1, A-2 AAA 2002-HE1 M-1 AA+ 2002-HE4 A-F AAA 2002-HE4 M-1, M-F-1 AA+ 2002-HE4 B-F CCC 2002-HE11 A-2, A-3 AAA 2002-HE11 M-1 AA+ Home Equity Asset Trust Home equity pass-through certificates Rating ------ Series Class ------ ----- 2002-4 M-1 AA+ 2002-5 M-1 AA 2003-1 M-1 AA 2003-1 M-2 A+ 2003-1 M-3 A 2003-2 M-1 AA 2003-2 M-2 A+ 2003-3 M-1 AA 2003-3 B-2 CCC 2003-4 M-1 AA 2003-4 M-2 A 2003-4 M-3 A- 2003-5 A-1, A-2 AAA 2003-5 M-1 AA 2003-5 M-2 A 2003-6 M-1 AA 2003-6 M-2 A 2003-6 M-3 A- 2003-7 A-2 AAA 2003-7 M-1 AA 2003-7 M-2 A 2003-7 M-3 A- 2004-1 M-1 AA 2004-1 M-2 A+ 2004-1 M-3 A * S&P Takes Rating Actions on ACE Securities Certificates --------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on three classes of certificates from two ACE Securities Corp. Home Equity Loan Trust transactions (class M-1 from series 2004-HE1 and classes M-1 and M-2 from series 2003-HS1). At the same time, we lowered our ratings on 43 classes from 16 ACE transactions originated between 2001 and 2004. Concurrently, S&P removed three ratings (class M-6 from series 2003-HE1, class M-6 from series 2004-HE1, and class M-6 from series 2004-HS1) from CreditWatch with negative implications. In addition, S&P affirmed the ratings on 119 classes from 24 ACE transactions originated between 1999 and 2004 (see list). The upgrades of class M-1 from series 2004-HE1 and classes M-1 and M-2 from series 2003-HS1 reflect an increase in credit enhancement available to these classes (39.57% for class M-1 from series 2004- HE1, and 78.32% and 39.32% for classes M-1 and M-2 from series 2003-HS1, respectively). These two transactions are paying sequentially because they have passed delinquency or loss triggers, which provides additional support to the senior tranches. The downgrades reflect adverse collateral performance that has caused monthly losses to generally outpace the cash flow from excess interest. This trend has led to the deterioration of overcollateralization and the erosion of credit support provided by subordination. Realized losses for the downgraded transactions range between 0.72% (series 2004 HE-2) and 3.99% (series 2004 HE-1). The delinquency pipeline in many of the transactions strongly suggests that the trend of realized losses generally outpacing excess interest will continue, further compromising credit support. Severe delinquencies (90-plus days, foreclosures, and REOs) for the downgraded classes range from 8.39% (series 2002 HE- 3) to 26.2% (series 2004 HE-4). Total delinquencies (30-plus days, foreclosures, and REOs) for the downgraded transactions range from 16.46% (series 2002 HE-3) to 41.45% (series 2002 HE-1). The affirmations are based on credit support (excess interest, O/C, and subordination) levels that are adequate to maintain the current ratings despite the negative trends in the underlying collateral of many of the deals. The collateral for these transactions consists primarily of subprime, fixed- or adjustable-rate, first-lien mortgage loans secured by one- to four-family residential properties. Ratings raised: ACE Securities Corp. Home Equity Loan Trust Rating ------ Series Class To From ------ ----- -- ----- 2003-HS1 M-1 AAA AA+ 2003-HS1 M-2 AA+ A+ 2004-HE1 M-1 AAA AA Ratings lowered and removed from creditwatch negative: ACE Securities Corp. Home Equity Loan Trust Rating ------ Series Class To From ------ ----- -- ----- 2003-HE1 M-6 B BB/Watch Neg 2004-HE1 M-6 CCC BB/Watch Neg 2004-HS1 M-6 B- BB /Watch Neg Ratings lowered: ACE Securities Corp. Home Equity Loan Trust Rating ------ Series Class To From ------ ----- -- ----- 2001 HE-1 M-3 B BBB 2002 HE-1 M-2 BB A+ 2002 HE-2 M-2 BBB A 2002 HE-2 M-3 B BBB 2002 HE-2 M-4 B- BBB- 2002 HE-3 M-2 BB A 2002 HE-3 M-3 CCC BBB 2003-HE1 M-4 BBB BBB+ 2003-HE1 M-5 BB BBB 2003-NC1 M-4 BBB BBB+ 2003-NC1 M-5 B BBB 2003-NC1 M-6 B- BBB- 2003-OP1 M-6 BB- BBB- 2004-FM1 M-5 BB BBB 2004-FM1 M-6 B BBB- 2004-FM1 B-1A B BB 2004-FM1 B-1B B BB 2004-FM2 M-5 BB A- 2004-FM2 M-6 B BBB 2004-FM2 B CCC BBB- 2004-HE1 M-4 BBB A- 2004-HE1 M-5 B BBB+ 2004-HE2 B-1 B BBB 2004-HE2 B-2 CCC BBB- 2004-HE3 M-10 BBB BBB+ 2004-HE3 M-11 CCC BBB- 2004-HE3 B D BB+ 2004-HE4 M-9 BB BBB 2004-HE4 M-10 BB- BBB 2004-HE4 M-11 B BBB- 2004-HE4 B CCC BB+ 2004-HS1 M-3 BBB A 2004-HS1 M-4 BBB- A- 2004-HS1 M-5 B BBB+ 2004-OP1 M-6 BB BBB 2004-OP1 B CCC BB 2004-RM2 B-3 B BBB- 2004-RM2 B-4 B- BBB- 2004-RM2 B-5 CCC BB Ratings affirmed: ACE Securities Corp. Home Equity Loan Trust Rating ------ Series Class ------ ----- 1999-LB2 A-1 AAA 1999-LB2 M-1 AA 1999-LB2 M-2 A 1999-LB2 B BBB 2001-AQ1 M-2 A 2001 HE-1 M-1 AAA 2001 HE-1 M-2 AA 2002 HE-1 M-1 AA+ 2002 HE-1 M-3 CCC 2002 HE-2 M-1 AAA 2002 HE-3 A-1 AAA 2002 HE-3 M-1 AA 2003-FM1 M-1 AA+ 2003-FM1 M-2 A 2003-FM1 M-3 A- 2003-FM1 M-4 BBB+ 2003-FM1 M-5 BBB 2003-FM1 M-6 BBB- 2003-HE1 M-1 AA 2003-HE1 M-2 A 2003-HE1 M-3 A- 2003-HS1 M-3 A- 2003-HS1 M-4 BBB+ 2003-HS1 M-5 BBB 2003-HS1 M-6 BBB- 2003-NC1 A-1 AAA 2003-NC1 A-2A, A-2C AAA 2003-NC1 M-1 AA+ 2003-NC1 M-2 A 2003-NC1 M-3 A- 2003-OP1 A-1 AAA 2003-OP1 A-2 AAA 2003-OP1 A-3 AAA 2003-OP1 M-1 AA+ 2003-OP1 M-2 A+ 2003-OP1 M-3 A 2003-OP1 M-4 A- 2003-OP1 M-5 BBB 2003-TC1 A-1 AAA 2003-TC1 A-2 AAA 2003-TC1 M-1 AA+ 2003-TC1 M-2 A 2003-TC1 M-3 A- 2003-TC1 M-4 BBB+ 2004-FM1 M-1 AA+ 2004-FM1 M-2 A+ 2004-FM1 M-3 A 2004-FM1 M-4 BBB+ 2004-FM2 M-1 AA+ 2004-FM2 M-2 AA 2004-FM2 M-3 AA- 2004-FM2 M-4 A 2004-HE1 M-2 AA 2004-HE1 M-3 A 2004-HE2 M-1 AA+ 2004-HE2 M-2 AA 2004-HE2 M-3 A+ 2004-HE2 M-4 A 2004-HE2 M-5 A 2004-HE2 M-6 A- 2004-HE3 A-1A AAA 2004-HE3 A-1B AAA 2004-HE3 M-1 AAA 2004-HE3 M-2 AA+ 2004-HE3 M-3 AA+ 2004-HE3 M-4 AA 2004-HE3 M-5 AA 2004-HE3 M-6 AA- 2004-HE3 M-7 A+ 2004-HE3 M-8 A 2004-HE3 M-9 A- 2004-HE4 M-1 AA+ 2004-HE4 M-2 AA+ 2004-HE4 M-3 AA 2004-HE4 M-4 AA 2004-HE4 M-5 A+ 2004-HE4 M-6 A 2004-HE4 M-7 A 2004-HE4 M-8 A- 2004-HS1 A-2 AAA 2004-HS1 A-3 AAA 2004-HS1 M-1 AA+ 2004-HS1 M-2 AA- 2004-IN1 A-1 AAA 2004-IN1 M-1 AA+ 2004-IN1 M-2 AA 2004-IN1 M-3 AA- 2004-IN1 M-4 A 2004-IN1 M-5 A- 2004-IN1 M-6 BBB+ 2004-IN1 B BBB- 2004-OP1 M-1 AA+ 2004-OP1 M-2 AA 2004-OP1 M-3 A+ 2004-OP1 M-4 A 2004-OP1 M-5 A- 2004-RM1 M-1 AA+ 2004-RM1 M-2, M-3 AA 2004-RM1 M-4 AA- 2004-RM1 M-5 A+ 2004-RM1 M-6 A 2004-RM1 B-1 A- 2004-RM1 B-2 BBB- 2004-RM1 B-3 BB+ 2004-RM2 M-1, M-2 AA+ 2004-RM2 M-3, M-4 AA 2004-RM2 M-5, M-6 A+ 2004-RM2 M-7 A 2004-RM2 B-1 A- 2004-RM2 B-2 BBB 2004-SD1 A-1 AAA 2004-SD1 M-1 AA 2004-SD1 M-2 A 2004-SD1 M-3 BBB 2004-SD1 M-4 BBB- * Alvarez & Marsal Launches Technology Asset Management Services ---------------------------------------------------------------- As companies and public sector entities seek to identify ways of deriving greater value from technology investments with an eye towards lowering costs and improving performance, Alvarez & Marsal has added Technology Asset Management Services to the firm's suite of global professional services. Led by CEO Charlie Hendrickson and senior directors Jenifer Slocum, William McManus, and Larry Stahl, and joined by new directors Carol Stemmle and Shane Philips, Alvarez & Marsal Technology Asset Management Services, LLC is designed to bridge the gap between finance and technology, enabling companies to integrate technology spending into their overall business model, reduce operating and maintenance costs, improve efficiency of technology related processes and policies, and maximize value of technology investments. “When organizations are experiencing significant growth, seeking to improve performance or navigating periods of change, such as mergers, changes in control or operational restructurings, technology assets can create both risks and opportunities,” said Mr. Hendrickson. “The ways in which those assets are managed, particularly when it comes to the relationship between finance and technology, can play a key role in an organization's ability to realize the full value of technology investments, achieve cost savings and avoid potentially serious issues ranging from security breaches to compliance problems.” As part of IBM's Business Partner Program, A&M Technology Asset Management Services, LLC has licensed IBM's Tivoli Asset Management for IT software and integrated it with A&M's automated framework for all IT asset life-cycle decisions. The resulting, enhanced software is a powerful business process solution suite designed to automate the management of IT assets, and, ultimately, bridge the gap between finance and technology to enable organizations to manage IT assets as a core business. “Alvarez & Marsal Technology Asset Management Services stands apart in the marketplace for two key reasons: first, an operational heritage that creates a deep understanding of the relationship between finance and technology and other functional business units and, second, a solution developed around IBM's Tivoli Asset Management for IT software, that is the most advanced asset management tool in the marketplace,” said Mr. Stahl, who spent more than 30 years at IBM before joining A&M. “This unique combination enables us to offer highly-focused assessments and targeted improvements that lead to measurable results with respect to technology costs.” Prior to his appointment as CEO of A&M's Technology Asset Management Services, Mr. Hendrickson was a member of A&M Dispute Analysis & Forensic Services, assisting public sector entities in Louisiana with their business interruption claims in connection with hurricanes Katrina and Rita. Prior to joining A&M, Mr. Hendrickson had over 30 years experience with Big Four accounting firms, including 17 years with PricewaterhouseCoopers, where his most recent assignment was as the global IT finance leader. In this role, he was the finance advisor to the global CIO addressing post-merger technology integration issues resulting from the merger of two global accounting firms and was also responsible for IT asset management services. Over the course of his career he has worked closely with CEOs, CFOs and CIOs to produce maximum competitive value from technology spending. He has also advised public sector entities, including school districts and colleges and universities, on business and technology management issues. During his more than 30 years with IBM, Mr. Stahl served as a member of the company's executive team and held various sales, management and executive positions. Most recently, he was the IBM global director for the professional services industry, including the Big Four accounting firms. In this role, he was responsible for sales, services, support, and IBM alliance efforts for these firms. He specializes in working closely with senior management to identify, validate and implement business process solutions aimed at lowering technology operating, maintenance and support costs. With more than 26 years of experience in advanced technology services, Ms. Slocum has advised on numerous technology platform implementations, new product development initiatives, advanced technology solutions, mergers and acquisitions, and divestitures. Prior to joining A&M, she spent 19 years with the information and technology services group of PricewaterhouseCoopers, where she most recently served as the director for asset management services for the U.S. Mr. McManus brings extensive experience leading large projects, including new technology and process implementation, financial modeling and policy efforts, organizational relocations, process reengineering initiatives, and operational risk and controls projects. Prior to joining A&M, Mr. McManus managed the implementation of a strategic technology program within the capital markets division of Washington Mutual. He has also served as the director of asset management services for the Americas Region with PricewaterhouseCoopers, where he led the development and implementation of the information technology asset management (ITAM) system currently used to manage the firm's technology assets. Ms. Stemmle has extensive experience in leading IT departments including new hardware and software testing, product development and certification, and training and support. In addition to IT department management, she has managed large projects involving hardware and software architectural design, planning and implementation, and has worked closely with finance and IT departments in developing solutions for acquiring, deploying and managing IT assets in the most efficient and cost effective manner. Prior to joining A&M, she was a senior manager in the asset management services group of PricewaterhouseCoopers, where she served as senior manager responsible for working with finance and IT to automate all aspects of the IT asset lifecycle processes. Mr. Philips has over 15 years experience developing asset management applications, managing large systems installations, and leading a technical sales force focused on serving the asset management needs of Fortune 500 clients and public sector organizations. Mr. Philips, who is ITIL certified, has successfully implemented broader IT service management solutions, which expand beyond core ITAM functions and has been a frequent speaker at conferences sponsored by independent research firms focused on asset management issues. Prior to joining A&M, he was a technical systems engineer at IBM, leading a technical sales team focused on the implementation of IBM's Tivoli Asset Management for IT software. About Alvarez & Marsal Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a professional services firm with expertise in guiding underperforming companies and public sector entities through complex operational, financial and organizational challenges. The firm excels in problem solving and value creation, and brings a bias toward executing solutions with a distinctive hands-on approach to serving clients, management and stakeholders. Founded in 1983, Alvarez & Marsal draws on its strong operational heritage to provide specialized services, including Turnaround and Management Advisory, Crisis and Interim Management, Performance Improvement, Creditor Advisory Services, Corporate Finance, Dispute Analysis and Forensics, Tax Advisory, Business Consulting, Real Estate Advisory and Transaction Advisory. A network of experienced professionals in locations across the U.S., Europe, Asia and Latin America, enables the firm to deliver on its proven reputation for leadership, problem solving and value creation. * Bloomberg to Host Bankruptcy & Hedge Funds Seminar Tomorrow ------------------------------------------------------------- Bloomberg will host a Bankruptcy Law Seminar on The Changing Dynamics of Bankruptcy: Peeking from Behind the Hedge and BAPCPA, co-sponsored by the CLE Institute, New York County Lawyers' Association, at its offices in New York City tomorrow, Sept. 25, 2007, between 8:00 a.m. and 12:30 p.m. There is no cost to attend this event. The program agenda includes presentations on: Second Lien Loans, Changes in Lending Syndicates, Ethical Considerations in Chapter 11, Credit Bidding and Loan to Own. This course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 4 transitional and non-transitional credit hours: 3.5 Professional Practice; 0.5 Ethics. ACCREDITED PROVIDER STATUS: New York County Lawyers' Association has been certified by the New York State Continuing Legal Education Board as an Accredited Provider of continuing legal education in the State of New York, March 8, 2007 - March 7, 2010. * BOND PRICING: For the Week of Sept. 17 – Sept. 22, 2007 --------------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- ABC Rail Product 10.500% 01/15/04 0 ABC Rail Product 10.500% 12/31/04 0 Acme Metals Inc 12.500% 08/01/02 0 Allegiance Tel 11.750% 02/15/08 53 Amer & Forgn Pwr 5.000% 03/01/30 62 Ames Dept Stores 10.000% 04/15/06 0 Antigenics 5.250% 02/01/25 69 Atherogenics Inc 1.500% 02/01/12 34 Atherogenics Inc 4.500% 03/01/11 48 Atlantic Coast 6.000% 02/15/34 4 Bank New England 8.750% 04/01/99 8 Bank New England 9.875% 09/15/99 8 Beazer Homes USA 4.625% 06/15/24 73 Beazer Homes USA 6.500% 11/15/13 74 Beazer Homes USA 6.875% 07/15/15 74 Builders Transport 6.500% 05/01/11 0 Burlington North 3.200% 01/01/45 55 Calpine Gener Co 11.500% 04/01/11 32 CIT Group Inc 6.100% 03/15/67 73 Clear Channel 5.500% 12/15/16 75 Collins & Aikman 10.750% 12/31/11 2 Color Tile Inc 10.750% 12/15/01 0 Columbia/HCA 7.050% 12/01/27 74 Columbia/HCA 7.500% 11/15/95 74 ComEd Fin III 6.350% 03/15/33 74 Complete Mgmt 8.000% 08/15/03 0 Comprehensive Care 7.500% 04/15/10 60 CompuCredit 5.875% 11/30/35 69 Curagen Corp 4.000% 02/15/11 63 Decode Genetics 3.500% 04/15/11 69 Decode Genetics 3.500% 04/15/11 69 Delta Air Lines 8.000% 12/01/15 65 Delta Mills Inc 9.625% 09/01/07 15 Duquesne Light 6.250% 08/15/35 72 Dura Operating 8.625% 04/15/12 45 Dura Operating 9.000% 05/01/09 7 Dura Operating 9.000% 05/01/09 3 Dyersburg Corp 9.750% 09/01/07 0 E. Spire Comm Inc 10.625% 07/01/08 0 Eagle Food Centr 11.0005 04/15/05 0 Empire Gas Corp 9.000% 12/31/07 1 Encysive Pharma 2.500% 03/15/12 69 Epix Medical Inc 3.000% 06/15/24 75 Exodus Comm Inc 5.250% 02/15/08 0 Exodus Comm Inc 11.625% 07/15/10 0 Fedders North Am 9.875% 03/01/14 16 Finova Group 7.500% 11/15/09 21 Finlay Fine Jwly 8.375% 06/01/12 70 Ford Motor Cred 5.750% 01/21/14 75 Ford Motor Cred 6.000% 11/20/14 75 Ford Motor Cred 6.000% 11/20/15 74 Ford Motor Cred 6.050% 12/22/14 74 Ford Motor Co 6.375% 02/01/29 70 Ford Motor Co 6.625% 02/15/28 70 Ford Motor Co 6.625% 10/01/28 71 Ford Motor Co 7.125% 11/15/25 68 Ford Motor Co 7.400% 11/01/46 71 Ford Motor Co 7.500% 08/01/26 71 Ford Motor Co 7.500% 08/20/32 71 Ford Motor Co 7.700% 05/15/97 71 Ford Motor Co 7.750% 06/15/43 71 General Motors 6.750% 05/01/28 71 General Motors 7.375% 05/23/48 72 General Motors 7.400% 09/01/25 73 GMAC 5.900% 01/15/19 74 GMAC 6.000% 02/15/19 73 GMAC 6.000% 02/15/19 75 GMAC 6.000% 03/15/19 74 GMAC 6.000% 03/15/19 75 GMAC 6.000% 09/15/19 72 GMAC 6.050% 08/15/19 73 GMAC 6.050% 08/15/19 74 GMAC 6.050% 10/15/19 74 GMAC 6.100% 09/15/19 74 GMAC 6.150% 08/15/19 74 GMAC 6.150% 10/15/19 75 GMAC 6.250% 04/15/19 73 GMAC 6.250% 07/15/19 74 Gulf States STL 13.500% 04/15/03 1 Hines Nurseries 10.250% 10/01/11 70 HNG Internorth 9.625% 03/15/06 28 Iridium LLC/CAP 10.875% 07/15/05 3 Iridium LLC/CAP 11.250% 07/15/05 5 Iridium LLC/CAP 13.000% 07/15/05 4 Iridium LLC/CAP 14.000% 07/15/05 4 Isolagen Inc 3.5005 11/01/24 75 James River Coal 9.375% 06/01/12 74 K Hovnanian Entr 6.250% 01/15/15 74 K Hovnanian Entr 6.250% 01/15/16 74 K Hovnanian Entr 6.375% 12/15/14 74 K Hovnanian Entr 7.750% 05/15/13 68 K Hovnanian Entr 8.875% 04/01/12 73 K Mart Funding 8.800% 07/01/10 8 Kaiser Aluminum 9.875% 02/15/02 0 Kaiser Aluminum 12.750% 02/01/03 8 Kellstrom Inds 5.500% 06/15/03 0 Kellstrom Inds 5.750% 10/15/02 0 Kimball Hill Inc 10.500% 12/15/12 69 Kmart Corp 9.350% 01/02/20 12 Lehman Bros Holding 5.850% 11/08/30 73 Lehman Bros Holding 10.000% 10/30/13 71 Liberty Media 3.750% 02/15/30 60 Liberty Media 4.000% 11/15/29 64 Lifecare Holding 9.250% 08/15/13 68 LTV Corp 8.200% 09/15/07 0 McSaver Financl 7.400% 02/15/02 0 McSaver Financl 7.875% 08/01/03 0 Merisant Co 9.500% 07/15/13 73 MHS Holdings Co 16.875% 09/22/04 0 Movie Gallery 11.000% 05/01/12 31 Muzak LLC 9.875% 03/15/09 54 Natl Steel Corp 9.875% 03/01/09 0 Neff Corp 10.000% 06/01/15 71 New Orl Grt N RR 5.000% 07/01/32 61 Nielsen Finance 12.500% 08/01/16 67 Northern Pacific RY 3.000% 01/01/47 52 Northern Pacific RY 3.000% 01/01/47 52 Northwest Steel & Wire 9.500% 06/15/01 0 NTK Holdings Inc 10.750% 03/01/14 61 Nutritional Src 10.125% 08/01/09 66 Oscient Pharma 3.500% 04/15/11 67 Outboard Marine 7.000% 07/01/02 0 Outboard Marine 9.125% 04/15/17 7 Pac-West Telecom 13.500% 02/01/09 4 Pac-West Telecom 13.500% 02/01/09 4 PCA LLC/PCA FIN 11.875% 08/01/09 6 Pegasus Satellite 12.375% 08/01/08 0 Phelps Dodge 6.125% 03/15/34 72 Piedmont Aviat 10.250% 01/15/49 0 Piedmont Aviat 10.250% 01/15/49 0 Pixelworks Inc 1.750% 05/15/24 74 Polaroid Corp 6.750% 01/15/02 0 Polaroid Corp 11.500% 02/15/06 0 Pope & Talbot 8.375% 06/01/13 51 Pope & Talbot 8.375% 06/01/13 56 Primus Telecom 3.750% 09/15/10 69 Primus Telecom 8.000% 01/15/14 67 Pulte Homes Inc 6.000% 02/15/35 73 Radnor Holdings 11.000% 03/15/10 0 Read-Rite Corp 6.500% 09/01/04 0 Realogy Corp 12.375% 04/15/15 72 Reliance Grp Hld 9.000% 11/15/00 0 Rite Aid Corp. 6.875% 12/15/28 71 RJ Tower Corp. 12.000% 06/01/13 5 Rotech HealthCare 9.500% 04/01/12 64 Saint Acquisition 12.500% 05/15/17 67 ServiceMaster Co 7.100% 03/01/18 68 ServiceMaster Co 7.450% 08/15/27 69 Scotia Pac Co 6.550% 01/20/07 50 SLM Corp 5.000% 06/15/28 70 SLM Corp 5.250% 12/15/28 74 SLM Corp 5.350% 06/15/28 73 SLM Corp 5.400% 03/15/23 75 SLM Corp 5.400% 03/15/28 73 SLM Corp 5.400% 06/15/30 74 SLM Corp 5.400% 06/15/30 73 SLM Corp 5.500% 06/15/29 72 SLM Corp 5.500% 06/15/29 72 SLM Corp 5.500% 06/15/29 71 SLM Corp 5.500% 03/15/30 70 SLM Corp 5.500% 06/15/30 72 SLM Corp 5.500% 12/15/30 71 SLM Corp 5.550% 06/15/25 71 SLM Corp 5.600% 12/15/29 68 SLM Corp 5.650% 03/15/29 71 SLM Corp 5.650% 03/15/29 73 SLM Corp 5.650% 12/15/29 74 SLM Corp 5.650% 12/15/29 72 SLM Corp 5.650% 12/15/29 74 SLM Corp 5.650% 03/15/30 73 SLM Corp 5.650% 06/15/30 75 SLM Corp 5.650% 09/15/30 74 SLM Corp 5.700% 03/15/29 71 SLM Corp 5.700% 03/15/29 74 SLM Corp 5.700% 03/15/29 74 SLM Corp 5.700% 03/15/30 74 SLM Corp 5.750% 03/15/29 74 SLM Corp 5.750% 06/15/29 73 SLM Corp 5.750% 09/15/29 73 SLM Corp 5.750% 09/15/29 68 SLM Corp 5.750% 12/15/29 70 SLM Corp 5.750% 12/15/29 74 SLM Corp 5.750% 03/15/30 73 SLM Corp 5.750% 03/15/30 73 SLM Corp 5.800% 12/15/29 72 SLM Corp 6.000% 06/15/29 75 SLM Corp 6.000% 09/15/29 75 SLM Corp 6.000% 09/15/29 73 SLM Corp 6.100% 12/15/28 73 SLM Corp 6.350% 09/15/31 72 Spacehab Inc 5.500% 10/15/10 50 Spansion Llc 2.250% 06/15/16 73 Spectrum Brands 7.375% 02/01/15 74 Standard Pac corp 6.250% 04/01/14 71 Standard Pac corp 7.750% 03/15/13 73 Standard Pacific 7.000% 08/15/15 73 Standard Pacific 9.250% 04/15/12 72 Stanley-Martin 9.750% 08/15/15 72 Tenet Healthcare 6.875% 11/15/31 72 Times Mirror Co 6.610% 09/15/27 71 Times Mirror Co 7.250% 11/15/96 72 Times Mirror-New 7.500% 07/01/23 70 Tom's Foods Inc 10.500% 11/01/04 1 Tousa Inc 7.500% 03/15/11 32 Tousa Inc 7.500% 01/15/15 29 Tousa Inc 9.000% 07/01/10 68 Tousa Inc 9.000% 07/01/10 69 Tousa Inc 10.375% 07/01/12 33 TransTexas Gas 15.000% 03/15/05 0 Tribune Co 5.250% 08/15/15 72 United Air Lines 9.350% 04/07/16 43 US Air Inc. 10.680% 06/27/08 0 US Air Inc. 10.700% 01/01/49 0 US Air Inc. 10.800% 01/01/49 0 Venture Holdings 12.000% 06/01/09 0 Vesta Insur Grp 8.750% 07/15/25 2 Vicorp Restaurant 10.500% 04/15/11 65 Wachovia Corp 9.250% 04/10/08 68 Wachovia Corp 12.500% 03/05/08 74 Wachovia Corp 15.500% 12/05/07 69 WCI Communities 6.625% 03/15/15 72 WCI Communities 7.875% 10/01/13 74 Weirton Steel 10.750% 06/01/05 0 Werner Holdings 10.000% 11/15/07 1 Westpoint Steven 7.875% 06/15/05 0 William Lyon 7.500% 02/15/14 67 William Lyon 7.625% 12/15/12 72 Winstar Comm Inc 10.000% 03/15/08 0 Winstar Comm Inc 12.750% 04/15/10 0 Winstar Comm 14.000% 10/15/05 0 Wornick Co 10.875% 07/15/11 70 ********* 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, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph C. Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors. Copyright 2007. 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 $775 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 ***