T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 30, 2008, Vol. 12, No. 102 Headlines 3H RIVER: Voluntary Chapter 11 Case Summary ABITIBIBOWATER INC: Completes $1.6BB Financing Transactions ALOHA AIRLINES: Decides to Liquidate; Court Nods to Conversion AMERICAN LAFRANCE: Pneu-Mech Objects to Reorganization Plan AMERICAN LAFRANCE: Court Approves Pneu-Mech Request to Lift Stay AMERICAN LAFRANCE: Five Creditors Object to Plan of Reorganization AQUA HOLDINGS: Case Summary & Six Largest Unsecured Creditors ASARCO LLC: Americas Mining Seeks Summary Judgment on Claims ASARCO LLC: Court Okays Expansion of Grant Thornton's Services ASARCO LLC: Wants $67.5 Million Branin Class Claim Disallowed ASTRAL DIRECT: Case Summary & 20 Largest Unsecured Creditors ATTENTUS CDO: Credit Decline and Defaults Cue Moody's Rating Cuts AURELIUS CAPITAL: S&P Designates 'BB' Rating on Class E Notes AVANT IMMUNOTHERAPEUTICS: Balance Sheet Upside-down by $19MM AVIKAI PLLC: Voluntary Chapter 11 Case Summary BEAR STEARNS ABS: Fitch Cuts Ratings on $79.1M in ABS Transactions BERNARD WILLIAMS: Case Summary & 12 Largest Unsecured Creditors BOB WILSON: Plummeting Sales Cue Chapter 11 Bankruptcy Filing BON-TON STORES: Shareholder GAMCO Declares 5.19% Equity Stake BRIGHT HORIZONS: S&P Rates $440 Mil. Senior Loan 'BB-' C-BASS MORTGAGE: Fitch Cuts Ratings on $2.8 Mil. Certificates CANON COMMS: Moody's Changes Outlook to Negative; Keeps B3 Rating CAPCITY CLOTHING: Chapter 15 Petition Summary CARRINGTON MORTGAGE: Fitch Downgrades $900,000 Loan Trust to 'BB' CENTEX HOME: Fitch Cuts Ratings on $61.9 Million Certificates CERES CAPITAL: U.S. Trustee Balks at Disclosure Statement CFM US: Judge Carey Approves Proposed Sale Bidding Procedures CHERRY CREEK: Moody's Cuts Ratings on $195 Mil. Notes to 'Ba3' CINCINNATI BELL: Names Jakki Haussler, Lynn Wentworth to Board CLEAR CHANNEL: Further Extends Offers' Expiration Date to May 2 CLIFTON MILL: Case Summary & 13 Largest Unsecured Creditors COMPUTER NETWORKS: Case Summary & 10 Largest Unsecured Creditors COREL CORP: Reports $18M Stockholders' Deficit, Lower Net Loss COUNTRYWIDE FINANCIAL: Reports $893MM Net Loss in First Qtr. COUNTRYWIDE MORTGAGE: Fitch Cuts Ratings on $247MM Certificates CSFB HOME: Fitch Downgrades Ratings on $667.9M Certificates DAVE & BUSTER'S: S&P Alters Outlook to Positive; Keeps 'B-' Rating DECODE GENETICS: Dec. 31 Balance Sheet Upside-Down by $145.7MM DELPHI CORP: DIP Facility Amendment Hearing Set for Today DIAMOND GLASS: Gets Court Nod to Hire Young Conaway as Co-Counsel DIAMOND GLASS: Can Hire Foley & Lardner as General Bankr. Counsel DIAMOND GLASS: Court Approves Asset Sale Bidding Procedures DUNMORE HOMES: Sidney Dunmore Objects to Disclosure Statement DURA AUTOMOTIVE: Files First Revised Chapter 11 Plan Supplements DURA AUTOMOTIVE: Unable to File 2007 Annual Report on Time EQUIFIRST MORTGAGE: Fitch Cuts Ratings on $41.5MM Certificates EQUITY ONE: Fitch Downgrades Ratings on $12.5MM Certificates FALCON CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors FCI ACQUISITIONS: Petitions for Chapter 7 Bankruptcy Protection FIDELITY NATIONAL: Mulls Strategic Alternatives for Insurance Biz FIDELITY NATIONAL INFO: S&P Revises Outlook to Developing FIELDSTONE MORTGAGE: Fitch Cuts Ratings on $22.4MM Certificates FINANCE AMERICA: Fitch Cuts Ratings on $116.4 Mil. Certificates FRONTIER AIRLINES: Wants to Reject Services Deal with Republic Air FRONTIER AIRLINES: Wants to Assume Airbus Sale LOI & Agency Deal FRONTIER AIRLINES: Wants to Hire Seabury as Financial Advisor GEMSTONE CDO: Poor Credit Quality Cues Moody's Rating Downgrades GENERAL MOTORS: To Reduce One Shift of Full-size Truck Production GMAC LLC: Financial Arm Posts $589MM Net Loss in 2008 1st Quarter HAMILTON BEACH: S&P Reinstates 'B' Ratings at Company's Request HANNAH DUSTIN: Case Summary & Six Largest Unsecured Creditors HEXCEL CORP: S&P Maintains 'B3' Corp. Rating With Stable Outlook HOME INTERIORS: Seeks Relief Under Chapter 11 in Dallas HOME INTERIORS: Case Summary & 61 Largest Unsecured Creditors INTEREP NATIONAL: Files Schedules of Assets and Liabilities INTEREP NATIONAL: Creditors Have Until May 16 to File Claims JOSEPH FRONTZAK: Case Summary & 13 Largest Unsecured Creditors JUAN TOSCANINI: Case Summary & 20 Largest Unsecured Creditors KIMBALL HILL: Organizational Meeting of Creditors on April 30 KIMBALL HILL: Wants Schedules Filing Deadline Moved to June 9 KIMBALL HILL: Wants to Continue to Sell Homes Free of Liens KODIAK CDO: Moody's Cuts Ratings on Credit Decline and Defaults LE-NATURE'S INC: Former Accounting Head Pleads Guilty to Fraud LIFEPOINT HOSPITALS: Fitch Holds 'BB-' Rating on Strong Margins LONG BEACH: Fitch Downgrades Ratings on Various Classes of Certs. MAGUIRE PROPERTIES: Special Committee Spurns CEO's Buyout Offer MERITAGE MORTGAGE: Fitch Cuts Ratings on A Total of $35.6MM Certs. MICHELLE JODOIN: Case Summary & 20 Largest Unsecured Creditors MOHAMMAD KADER: Voluntary Chapter 11 Case Summary MOVIE GALLERY: Delays SEC Filing of 2007 Annual Report MOVIE GALLERY: Court OKs Rejection of 177 MG US & Hollywood Leases MOVIE GALLERY: Wants to Assume 3,060 Unexpired Property Leases MSF REAL ESTATE: Voluntary Chapter 11 Case Summary NEW CENTURY: Court Approves Settlement Agreement With Accenture NEW CENTURY: Wants Exclusive Solicitation Period Moved to May 21 NOMURA ASSET: Substantial Losses Cue Moody's 63 Rating Downgrades NORTH FOREST: Moody's Downgrades Ratings to 'Ba1' From 'Baa2' NOVASTAR MORTGAGE: Fitch Takes Actions on Classes of Certificates NRG ENERGY: Moody's Changes Outlook to Stable; Holds 'Ba3' Ratings OCEAN SPRAY: S&P Upgrades Preferred Stock Rating From 'BB+' OPTION ONE: Fitch Cuts Ratings on Classes Totaling $142.6 Million OWNIT MORTGAGE: Moody's Junks Ratings on Six Classes of Certs. PACIFIC LIFE CBO: S&P Withdraws 'CCC-' Ratings on Class A-3 Notes PATHEON INC: Undertakes Series of Events on Restructuring Plan PATHEON INC: Moody's Holds B2 Rating; Changes Outlook to Negative PLASTECH ENGINEERED: Wants Plan Filing Period Extended to Sept. 28 PERMA-FIX ENVIRONMENTAL: Auditor Deletes Going Concern Opinion PREMIER PROPERTIES: Case Summary & 20 Largest Unsecured Creditors PURADYN FILTER: Webb and Company Raises Substantial Doubt REIG LLC: Case Summary & Nine Largest Unsecured Creditors RELIANT ENERGY: Improved Performance Cues Moody's Rating Upgrades RESIDENTIAL CAPITAL: Posts $859MM Net Loss in 2008 First Quarter ROO GROUP: Net Loss Up to $12MM in Quarter Ended December 31 SABR TRUSTS: Fitch Cuts Ratings on Certs. Totaling $85.1 Mil. SARATOGA SPRINGS: Voluntary Chapter 11 Case Summary SEAENA INC: Weaver & Martin Raises Substantial Doubt SHEAFE HARBOR: Chapter 7 Filing Suspends Foreclosure Auction SILVER BEACH: Case Summary & 10 Largest Unsecured Creditors SKYBUS AIRLINES: Selling Aircraft to Rossiya Airlines For $21.9MM SMARTIRE SYSTEMS: CFO Finkelstein Quits; Dodge Named Interim CFO SONICBLUE INC: Creditors Propose Voting Protocol for Rival Plans SOUTHLAND LAND: Case Summary & 12 Largest Unsecured Creditors STRIKEFORCE TECHNOLOGIES: Li & Company Raises Substantial Doubt SWINGSET HOLDINGS: S&P Attaches 'B' Rating on High Debt Leverage TABERNA PREFERRED: Moody's Downgrades Ratings on Real Estate CDOs TARPON INDUSTRIES: Files for Chapter 11 Protection in Michigan TCW LINC: Paydown Cues S&P to Withdraw Ratings on Two Notes TISHMAN SPEYER: S&P Cuts Ratings to 'B'; Gives Negative Outlook TRAPEZA CDO: Credit Defaults Cue Moody's Ratings Cuts on Notes TRM CORP: Board Appoints Paull and McNamara to Board of Directors VIEW SYSTEMS: Davis Sita Raises Substantial Doubt VIKING SYSTEMS: Squar Milner Raises Substantial Doubt VONAGE HOLDINGS: EVP & Chief Legal Officer Sharon O'Leary Resigns WESTMORELAND COAL: KPMG LLP Raises Substantial Doubt WHITE HILLS: Case Summary & Five Largest Unsecured Creditors WORLDSPACE INC: Dec. 31 Balance Sheet Upside-Down by $1.7 Billion ZIFF DAVIS: Court Set June 2 as Deadline for Filing Claims * Fitch Says Prime Auto ABS Rating Performance Remains Stable * Fitch Backs Fair Value Accounting Disclosure in Illiquid Markets * Fitch Report Sees 88% Refinancing Rate for Floating-Rate CMBS * Fitch Reports Possible Decline in 2008 for Global Reinsurers * Experts Say Curbing Executive Pay Could Lead to Liquidation * Upcoming Meetings, Conferences and Seminars ********* 3H RIVER: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: 3H River Turf Farm, LLC 2160 East Riverside Dr. St. George, UT 84790 Bankruptcy Case No.: 08-22543 Chapter 11 Petition Date: April 21, 2008 Court: District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: Terry L. Hutchinson, Esq. 368 E. Riverside, Ste. C St. George, UT 84790 Tel: (435) 652-1115 Fax: (435) 652-0355 Email: tlh@infowest.com Estimated Assets: $1 million to $100 million Estimated Debts: $1 million to $100 million The Debtor did not file a list of its largest unsecured creditors. ABITIBIBOWATER INC: Completes $1.6BB Financing Transactions ----------------------------------------------------------- AbitibiBowater Inc. has completed a series of financing transactions designed to address upcoming debt maturities and general liquidity needs, principally at its Abitibi-Consolidated Inc. subsidiary. The transactions include: -- a private placement, by Abitibi-Consolidated Company of Canada, a subsidiary of Abitibi, of $413 million of 13.75% senior secured notes due 2011; -- a $400 million 364-day senior secured term loan to ACCC; -- a private placement of $350 million of 8% convertible notes, due 2013, issued by AbitibiBowater; and -- a private exchange offer whereby ACCC exchanged a combination of new senior unsecured notes and cash for an aggregate of approximately $453 million of outstanding notes issued by Abitibi, ACCC and Abitibi-Consolidated Finance L.P., a subsidiary of Abitibi. In the private placement of senior secured notes, ACCC issued $413 million principal amount of 13.75% notes due 2011. The notes are guaranteed by Abitibi and certain of its subsidiaries, and are secured by mortgages on certain pulp and paper mills owned by, and security interests in and pledges of certain other assets of, ACCC and the guarantors. ACCC entered into a Credit and Guaranty Agreement among ACCC, Abitibi, certain of Abitibi's subsidiaries and affiliates, and a syndicate of lenders. Goldman Sachs Credit Partners L.P. is serving as syndication agent, documentation agent, administrative agent and collateral agent under the Credit Agreement. The Credit Agreement provides for a $400 million senior secured term loan with a term of 364 days and a coupon of LIBOR + 800 basis points, with a 3.5% LIBOR floor. ACCC is required to repay $50 million of the Term Loan with certain proceeds from the previously announced sale of its Snowflake, Arizona newsprint mill well as a portion of the cash, if any, reserved but unused in connection with the exchange offer by ACCC. Simultaneously with these transactions, AbitibiBowater consummated the sale of $350 million of 8% convertible notes due 2013 to Fairfax Financial Holdings Limited and certain of its designated subsidiaries. The convertible notes bear interest at a rate of 8% per annum or 10% per annum if AbitibiBowater elects to pay interest through the issuance of additional convertible notes as "pay in kind" and are fully and unconditionally guaranteed by Bowater Incorporated, a subsidiary of AbitibiBowater. The notes are convertible into shares of AbitibiBowater common stock at an initial conversion price of $10 per share. The company also disclosed that, as a result of the consummation of the above transactions, the financing condition had been satisfied in connection with ACCC's private offer to exchange a combination of cash and new 15.5% unsecured notes, due 2010, issued by ACCC for three series of outstanding notes: (i) up to $195,612,000 principal amount of 6.95% senior notes due April 1, 2008, issued by Abitibi; (ii) up to $150 million principal amount of 5.25% senior notes due June 20, 2008, issued by ACCC; and (iii) up to $150 million principal amount of 7.875% senior notes due Aug. 1, 2009, issued by ACF. The company has waived the minimum tender condition with respect to the exchange offer and, as of March 31, 2008, had received tenders for approximately 89% of the 6.95% notes, 92% of the 5.25% notes, and approximately 95% of the 7.875% notes. The exchange offers are being made upon the terms and conditions set forth in the Second Amended and Restated Offering Circular and Consent Solicitation Statement dated March 18, 2008, as supplemented, and the related Letter of Transmittal and Consent. The senior secured notes, the Term Loan, the convertible notes and the exchange offer form the basis of the company's refinancing plan. "Our efforts to complete the necessary refinancing were complex in light of the current turmoil in the credit markets," John W. Weaver, executive chairman, stated. "We took a comprehensive approach to the task, having developed a refinancing plan that went beyond our immediate maturities. We are pleased to have this project behind us and look forward with optimism to the future." "We have accomplished much during our first six months as AbitibiBowater," David J. Paterson, president and chief executive officer stated. "We continue to reach out to a range of stakeholders as we actively prepare for the second phase of our strategic review. We remain committed to taking concrete steps to return AbitibiBowater to profitability and position the Company to emerge as the great turnaround story of the industry." About AbitibiBowater Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH) -- http://www.abitibibowater.com/-- was formed as a result of the combination of Abitibi-Consolidated Inc. and Bowater Incorporated. Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater Incorporated became subsidiaries of AbitibiBowater. The company produces a range of forest products marketed in more than 80 countries around the world. The company's customers include many publishers, commercial printers, retailers, consumer products companies and building supply outlets. AbitibiBowater is also a recycler of newspapers and magazines. The company owns or operates 32 pulp and paper mills and 35 wood products facilities in North America and offshore. The company manages its business in five segments: coated papers, specialty paperBs, newsprint, market pulp and lumber. * * * As reported in the Troubled Company Reporter on April 16, 2008, Standard & Poor's Ratings Services assigned recovery ratings to the senior unsecured debt issues of AbitibiBowater Inc., Abitibi- Consolidated Inc., and Bowater Inc. At the same time, S&P lowered the issue-level rating on these debts to 'CCC+' from 'B-'. ALOHA AIRLINES: Decides to Liquidate; Court Nods to Conversion -------------------------------------------------------------- At the behest of Aloha Airlines Inc. and its debtor-affiliates, the Honorable Lloyd King of the U.S. Bankruptcy Court for the District of Hawaii converted the Debtors' jointly administered Chapter 11 cases to liquidation proceedings under Chapter 7. Court documents did not disclose the reasons for the conversion. However, according to the Honolulu Advertiser, GMAC Commercial Finance LLC backed out of the financing deal it had with the Debtors. GMAC is a major secured lender of the Debtors. In addition, the Debtors' last operating division, the inter- island freight unit, will be shut down. The Honolulu Advertiser relates that around 300 of that division's workers will be laid off. As reported in the Troubled Company Reporter on April 25, 2008, the Court earlier approved the sale of the Debtors' contract services operations to Los Angeles-based Pacific Air Cargo for $2 million, various reports said. About Aloha Airlines Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines Inc. -- http://www.alohaairlines.com/-- and its affiliates are carriers that fly passengers and freight to Hawaii's five major airports, as well as to half a dozen destinations in the western U.S. They operate a fleet of about 20 aircraft, all Boeing 737s, including three configured as freighters. This is the airline's second bankruptcy filing. Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy protection in February 2006. The company and its affiliates filed again for Chapter 11 protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08- 00337). Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven Singerman, Esq., at Berger Singerman P.A., and David C. Farmer, Esq., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets and debts of $100 million to $500 million. AMERICAN LAFRANCE: Pneu-Mech Objects to Reorganization Plan ----------------------------------------------------------- Pneu-Mech Systems Manufacturing, LLC, asserts that the Plan of Reorganization of American LaFrance LLC does not satisfy Section 1129 of the Bankruptcy Code, specifically with respect to Pneu- Mech's secured claim. Kathryn D. Sallie, Esq., at Bayard P.A., in Wilmington, Delaware, relates that the Debtor, in early 2007, entered into two agreements with Pneu-Mech, whereby Pneu-Mech was (i) to relocate finishing equipment from the Debtor's Jedburg, South Carolina, plant to a facility located on Newton Way, Summerville, in Berkley County, South Carolina; and (ii) to provide materials and labor to convert existing MUA units to DX Air Cooled Condensing Units. Under the Agreements, Pneu-Mech provided equipment and labor at the Summerville Facility through November 2007. R.T. Jedburg Commerce Park, LLC, was the landlord of the Summerville Facility. Pneu-Mech notes that in October and November 2007, it properly filed mechanic's liens against the Debtor's and the Landlord's leasehold interest in the Summerville Facility. Subsequently, on February 14, 2008, Pneu-Mech filed a Notice of Mechanic's Lien pursuant to Section 546(b)(2) of the Bankruptcy Code, which satisfied Pneu-Mech's obligation to continue perfection of its Mechanic's Lien against the Debtor, Ms. Sallie notes. Pneu-Mech then filed Claim No. 205, a secured claim for $1,901,347, plus interest, against the Debtor on March 3, 2008. Ms. Sallie points out that under its Reorganization Plan, the Debtor has indicated that it intends to assume the Lease of Summerville Facility and may be required to cure all defaults; but in the Plan Supplement and other filings, it has indicated that it does not intend to satisfy Pneu Mech's secured claim either as a Class 2 Other Secured Claim or as Class 6 Assumed Liability. Ms. Sallie contends that the Plan does not comply with certain provisions of the Bankruptcy Code as: (a) The Debtor cannot assume the Lease without paying secured claim due. By attempting to assume the Contract without paying for the Secured Claim, the Debtor not only violates Section 365 of the Bankruptcy Code but also Section 1123(b); and (b) The Plan not only fails to provide assurance of payment of disputed secured claims or secured claims, it also provides that the Debtor is not even required to post a bond for its distributions under the Plan. The Debtor has no basis to withhold payment of the Pneu-Mech Secured Claim as of the Plan Effective Date. Accordingly, Pneu-Mech opposes the confirmation of the Plan until and unless the Debtor agrees to pay it a sum of $1,901,347, plus interest on the Plan Effective Date or in the alternative, establish a dispute claim reserve for Other Allowed Secured Claims and cure claims related to the Summerville Facility Lease that are disputed. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local counsel. In its schedules of assets and debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in total assets and $89,065,038 in total debts. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN LAFRANCE: Court Approves Pneu-Mech Request to Lift Stay ---------------------------------------------------------------- The Hon. Brendan Linehan Shannon approved the request of Pneu-Mech Systems Manufacturing, LLC to modify the automatic stay in the bankruptcy case of American LaFrance LLC to allow it to commence a foreclosure action against R.T. Jedburg Commerce Park, LLC, in a South Carolina state court. Mary E. Augustine, Esq., at Bayard, P.A., in Wilmington, Delaware, relates that Pneu-Mech asserted a $1,901,347 claim, secured by a mechanic's lien, against American LaFrance LLC's leasehold interest in real property and improvements located certain premises at Summerville, in Berkeley County, South Carolina, owned by R.T. Jedburg. Ms. Augustine says that South Carolina Law requires that an entity asserting a mechanic's lien must commence an action to foreclose the mechanic's lien within six months after labor and material cease to be provided or are supplied subsequent to the filing, or else the lien will be dissolved. "Although Pneu-Mech seeks to foreclose against R.T. Jedburg, which is the non-debtor landlord, the Berkeley property owned by R.T. Jedburg is covered by the Debtor's automatic stay since the Debtor is a leaseholder of the property," Ms. Augustine stresses. Pneu-Mech asserts that it will suffer irreparable injury if its mechanic's lien is forfeited. The Debtor will not suffer from any modification of the automatic stay as it can be assured that Pneu-Mech's sole purpose is to commence a foreclosure action against R.T. Jedburg to maintain its perfected lien in the Berkeley Property, Ms. Augustine maintains. * * * The Hon. Brendan Linehan Shannon approves Pneu-Mech's lift stay request. The Debtor agrees that the automatic stay should be modified solely for Pneu-Mech to commence a litigation against RT Jedburg. Accordingly, the U.S. Bankruptcy Court for the District of Delaware directs Pneu-Mech to file a notice of abatement of proceedings. Pneu-Mech is unauthorized to prosecute or take any further action in the litigation without seeking further Court order. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local counsel. In its schedules of assets and debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in total assets and $89,065,038 in total debts. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN LAFRANCE: Five Creditors Object to Plan of Reorganization ----------------------------------------------------------------- In separate filings with the U.S. Bankruptcy Court for the District of Delaware, these creditors assert that they oppose confirmation of American LaFrance LLC's Plan of Reorganization: * INCAT Systems, Inc. and Dassault Systems Americas Corp. * RT Jedburg Commerce Park, LLC * Freightliner of San Antonio, Ltd. * City of Bellingham * Southwest Emergency Response Team The Objectors also oppose the Debtor's request to assume certain executory contracts in relation to its proposed Plan. INCAT Systems, Inc., and Dassault Systems Americas Corp. previously objected to the sale, transfer, assumption, or assignment of an end user License Agreement and entered into a stipulation whereby the Debtor agreed to obtain the Objectors' consent and pay outstanding cure amounts prior to the assumption and assignment of the Licenses and related service agreements. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, points out that Section 12.4 of the Plan intends to supersede any previous orders and agreement related to assumption and assignment of contracts not entered in connection with the Plan, presumably including the INCAT Stipulation. "Neither the Plan nor the Assumption Motion provide for the payment of the cure amounts to the Objectors prior to the assumption and assignment of the License," she informs the Court. Hence, INCAT asks the Court to deny the Plan as it purports to or assume and assign the License free of INCAT's interests without prior payment of outstanding cure amounts. RT Jedburg is the lessor of a property located in Summerville, South Carolina, which serves as the Debtor's business headquarters and its major manufacturing facility. On RT Jedburg's behalf, David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware, argues that the Plan is not feasible as the Debtor's business operation is dependent on the continuation of its rights in the Summerville Property Lease. The Debtor must assume the Lease prior to the Plan to ensure its rights and its continued operations, he maintains. Moreover, Mr. Carickhoff notes, under its Contract Assumption Motion under the Plan, the Debtor proposes to pay RT Jedburg $111,000 as cure amount to the Lease. "The proposed cure amount does not cure RT Jedburg's claims aggregating $5,533,412 against the Debtor for its breaches of the Lease due to non-payment of rent and allowing mechanic's liens to be recorded against the Summerville Property," he contends. Accordingly, RT Jedburg asks the Court to direct the Debtor to: (i) pay all its defaults including, $131,091 for past due rent to RT Jedburg so that the existing liens would be removed from the Summerville Property; and (ii) provide it adequate assurance of payment before the Debtor can assume the Summerville Property Lease. Representing Freightliner of San Antonio, Brian A. Sullivan, Esq., at Werb & Sullivan, in Wilmington, Delaware, contends that under the Plan, rights insuring to the benefit of the Debtor are not similarly reserved and available for the claimants. Mr. Sullivan notes that in the proposed distribution to Class 4 claimants, all defenses, counterclaims, rights of setoff, and recoupment are vested in the Reorganized Debtor. "This provision notes that it is not intended to alter the setoff rights of the claimants; however, there is no similar reservation of rights as to defenses and counterclaims," he cites. The Plan and Plan Supplements provide that contracts subject to the Assumption Motion or as listed in the Plan Supplement are not automatically rejected on the Confirmation Date. "FSA is impacted under this provision because it has contracts under a Condor Dealer Agreement, that are included to both the pending Assumption Motion and the Plan Supplement of the Debtor," Mr. Sullivan discloses. Accordingly, FSA asks the Court to direct the Debtor to: (i) cure all defaults under the FSA Contracts before the Confirmation Date; (ii) provide adequate assurance of payment to the Contracts; and (iii) establish the cure amounts for the FSA Contracts. The City of Bellingham, Washington purchased a Custom Pumper Truck from the Debtor for $362,408. However, the Truck's persistent defects and its failure to conform to specifications led to the City's revocation of the acceptance of the Truck. In light of this, the City filed a $200,000 secured claim and an $206,152 unsecured claim against the Debtor. The City complains that the Plan fails to advise on the treatment of its Claim and does not provide any information on how the Debtor will determine the treatment of Class 2 Claims. The City also contests Section 8.5 of the Plan that requires it to surrender the collateral securing its Claim or to release its lien prior to payment of its Allowed Secured Claim in full. Against this backdrop, the City asks the Court to deny confirmation of the Plan. Southwest Emergency Response Team relates that it deposited to the Debtor $273,088, which is secured by a performance bond, for an Emergency Vehicle and necessary appurtenances and the performance of related services. The Debtor's Plan provides that any Claim arising from the rejection of an executory contract will be treated as a Class 4 Unsecured Claim. SERT asserts that it objects to that Plan provision since it attempts to alter its rights to the Bond. SERT seeks the Court to direct the Debtor to clarify that the terms of Plan will not affect SERT's rights under the Bond. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local counsel. In its schedules of assets and debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in total assets and $89,065,038 in total debts. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AQUA HOLDINGS: Case Summary & Six Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Aqua Holdings, LLC 23233 N. Pima Rd., Ste. 113 Scottsdale, AZ 85255 Bankruptcy Case No.: 08-04641 Chapter 11 Petition Date: April 24, 2004 Court: District of Arizona (Phoenix) Debtor's Counsel: Tim Coker, Esq. Coker Law Office 408 E. Southern Ave., Ste. 102 tempe, AZ 85282-5200 Tel: (602) 258-2611 Fax: (602) 258-2664 Email: timcoker@cox.net Total Assets: $3,002,050 Total Debts: $4,861,606 Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Irwin Union Bank 34.5 acres of raw $4,800,000 2425 E. Camelback Rd., land in Cave Creek, Ste. 250 Arizona; value of Phoenix, AZ 85016 security: $3,000,000 Vincent Contractors $18,000 15560 N. Frank Lloyd Wright Blvd., Ste. 208 Scottsdale, AZ 85260 Slyder Surveying $8,200 8607 E. Grandada Rd. Scottsdale, AZ 85257 Metroland Consultants LLC $7,596 SWCA Environmental $7,410 Fred Davidson, Esq. $4,400 ASARCO LLC: Americas Mining Seeks Summary Judgment on Claims ------------------------------------------------------------ Americas Mining Corporation asks the Honorable Andrew S. Hanen of the U.S. District Court for the Southern District of Texas to declare summary judgment against the claims asserted by ASARCO LLC and its debtor-affiliate, Southern Peru Holdings LLC, including claims for fraudulent transfer, breach of fiduciary duty, aiding and abetting, and conspiracy. Americas Mining asserts that the summary judgment record establishes as a matter of law that: (a) ASARCO received reasonably equivalent value for the Southern Peru Copper Corporation Shares, which precludes a constructive fraudulent transfer claim under the Delaware Uniform Fraudulent Transfer Act; (b) ASARCO nor any of its corporate parents entered into the Transaction with actual intent to hinder, delay or defraud any creditor of ASARCO. Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, says that there is no competent evidence to satisfy any test for insolvency under Delaware law, which is the second element of ASARCO's constructive fraudulent transfer claim. He says ASARCO's experts' analyses of the solvency tests are rife with unsupported assumptions, internal inconsistencies and conceptual flaws, which render them unreliable, and thus inadmissible, in a summary judgment proceeding. Mr. Despins adds that Americas Mining's affirmative defense of recoupment, based on ASARCO's breach of a representation as to "reasonably equivalent value" in the stock purchase agreement effectuating the Transaction, precludes ASARCO's constructive fraudulent transfer claim as a matter of law. Americas Mining's affirmative defense of recoupment, based on ASARCO's breach of a representation as to "reasonably equivalent value" in the stock purchase agreement effectuating the Transaction, precludes ASARCO's actual intent fraudulent transfer claim as a matter of law. Mr. Despins argues that Americas Mining did not owe ASARCO or ASARCO's creditors any fiduciary duties because parent companies do not owe fiduciary duties to wholly owned subsidiaries. While some courts have applied an "insolvency exception" holding that an individual director of a subsidiary may owe fiduciary duties to the subsidiary and its creditors upon a showing that the subsidiary is insolvent, that exception does not apply here, where ASARCO seeks to impose fiduciary duties upon its corporate parent, he asserts. Even if an "insolvency exception" were cognizable in the circumstances, ASARCO could not take advantage of it because there is no competent evidence that it was insolvent at the time of the Transaction, he says. Even if Americas Mining owed any fiduciary duty to ASARCO or its creditors, the summary judgment record demonstrates that there was no breach, he adds. The conspiracy claim fails as a matter of law because ASARCO's fraudulent transfer and fiduciary duty claims fail as a matter of law, Americas Mining further asserts. In addition, a parent cannot conspire with its wholly owned subsidiary or its employees. Americas Mining argues that SPHC lacks standing to assert the fraudulent transfer claims because it has no unsecured creditors under which it can rely to derivatively assert a claim under Section 544(b) of the Bankruptcy Code. ASARCO & SPHC Seek Exclusion of Documents ASARCO and SPHC ask the District Court to strike the affidavit, expert and rebuttal reports, and deposition testimony of Americas Mining expert Dr. Craig Pirrong as evidence. The Debtors assert that Dr. Pirrong is not qualified to render an expert opinion on whether ASARCO's interest in SPCC was transferred to Americas Mining for reasonably equivalent value. The Debtors point out that Dr. Pirrong lacks the knowledge, skill, experience, training, education, and real world experience to opine on reasonably equivalent value. He has never (1) valued a company; (2) rendered a reasonably equivalent value opinion; or (3) had experience or training in the mining industry, the Debtors note. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. (ASARCO Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Court Okays Expansion of Grant Thornton's Services -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized ASARCO LLC and its debtor-affiliates to expand the scope of Grant Thornton LLP's services to include performing audit of the Debtors' consolidated balance sheet as of Dec. 31, 2007, and the consolidated earnings, changes in members' equity, and cash flows for the year ended. ASARCO is expected to pay Grant Thornton according to the firm's customary hourly rates for the 2007 Audit Services: Professional Hourly Rates ------------ ------------ Partners $485 to $500 Senior Managers $365 to $400 Managers $265 to $315 Senior Associates $200 to $230 Associates $160 to $185 Based on preliminary assessment of the Debtors' records, ASARCO expects to pay about $700,000, for Grant Thornton's 2007 Audit Services. ASARCO will also reimburse Grant Thornton for any necessary out- of-pocket expenses incurred by the auditing firm and indemnify the firm from any liability arising from ASARCO's knowingly misrepresentation or false or incomplete information provided to Grant Thornton. Edward O'Brien, a partner at Grant Thornton, assured the Court that his firm does not represent any interest adverse to the Debtors or their estates, and is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. (ASARCO Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Wants $67.5 Million Branin Class Claim Disallowed ------------------------------------------------------------- ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to disallow a claim for $67,500,000 filed by Susan E. Delong and Debby B. Whitten. Claim No. 9568, according to Kevin J. Franta, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in Corpus Christi, Texas, is based on the claimants' membership in the class action styled In re Donald Branin, et al., v. ASARCO Incorporated, Case No. C93-5132(B)WD. The Class asserted claims for injuries allegedly caused by pollutants discharged from ASARCO's smelter in Ruston, Washington. Mr. Franta relates that in 1995, the Arizona District Court approved a settlement between ASARCO and the Branin Class. The Arizona District Court also dismissed the Class' claims against ASARCO. In June 2006, the Branin Class filed Claim No. 8058 asserting $1,174,481, for the remaining balance of principal plus prepetition interest that ASARCO owes to the Class as of the Petition Date. In July 2007, the Branin Class withdrew the claim. Mr. Franta asserts that Claim No. 9568 is barred and released by the Branin Class judgment, which provides that all claims asserted against ASARCO in any complaint filed by the members of the Branin Class are dismissed on the merits, with prejudice and without costs to any party. The judgment also provides that all members of the Class will conclusively be deemed to have released ASARCO from all liability, causes of action and claims arising from the class action. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. (ASARCO Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASCALADE COMMS: CCAA Monitor Files Chapter 15 Petition in U.S. -------------------------------------------------------------- In connection with the on-going legal proceedings filed by Ascalade Communications Inc. and Ascalade Technologies Inc. in Canada under the Companies' Creditors Arrangement Act, on April 29 2008, Deloitte & Touche Inc., the court-appointed monitor in the CCAA proceedings, on behalf of the companies, filed a case under Chapter 15 of the U.S. Bankruptcy Code to seek a stay of proceedings with respect to any actions which have or might be brought against them in the United States. Upon recognition by the U.S. Court, the action previously filed against Ascalade by Riparius Ventures LLC will be stayed. Any creditors in the United States with claims against the companies will eventually be able to file Proofs of Claim in the CCAA proceeding once the Companies have filed a Plan of Arrangement under the CCAA. Any recovery in the CCAA for creditors and other stakeholders, including shareholders, is uncertain and is highly dependent upon a number of factors, including the recovery from the sale of the Company's factory and equipment in the People's Republic of China and the outcome of the Scheme of Arrangement in Hong Kong. Based in Richmond, British Columbia, Ascalade Communications Inc. (TSX: ACG) -- http://www.ascalade.com/-- is an innovative product company that designs, develops and manufactures digital wireless and communication products. Ascalade products have been distributed under our customers' well-known brand names in over 35 countries and under 80 regional brands. Ascalade has design, manufacturing and distribution facilities in Richmond, British Columbia (head office), Qingyuan (China), Hong Kong and a sales office in Hertfordshire, (United Kingdom). ASTRAL DIRECT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Astral Direct Holdings, LLC 1600 West Jackson Street Ozark, MO 65721 Bankruptcy Case No.: 08-60636 Chapter 11 Petition Date: April 16, 2008 Court: U.S. Bankruptcy Court Western District of Missouri (Springfield) Judge: To be assigned Debtor's Counsel: David E. Schroeder David Schroeder Law Offices, PC 1524 East Primrose St., Suite A Springfield, MO 65804-7915 Tel: (417) 890-1000 Fax: (417) 886-8563 E-mail: bk1@dschroederlaw.com http://www.dschroederlaw.com/ Estimated Assets: $500,001 to $1 million Estimated Debts: %1,000,001 to $10 million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Quad/Graphics Inc open account $1,406,163.26 75 Remittance Dr., Ste. 6400 Chicago IL 60675-6400 Phillip Wiland promissory note $145,156.93 8000 N 41st Street Longmont CO 80503 DHL Express Acct #2611 open account $121,755.90 PO Box 504266 St Louis MO 63150-4266 Alouette, Div. of monies advanced $68,408.05 Astral Brands Phil Wiland rent owed $57,114.00 American Express credit card $46,919.12 Zimmer Enterprises open account $44,435.89 Apptera Inc open account $32,000.00 Experian Marketing Services open account $29,710.22 Epsilon Data Management LLC open account $27,801.16 DHL Global Mail open account $27,670.52 Account #1197 Fedex Smartpost open account $27,330.32 Simclar Interconnect open account $23,929.05 Technologies Nolan Glove Company open account $22,500.00 IMAX World-Wide Imports open account $21,106.36 AIM Gifts open account $20,721.51 Enesco Corporation open account $20,453.81 Prefer Network open account $17,432.13 Pure Country Inc open account $17,055.50 Take Two Clothing open account $16,566.00 ATTENTUS CDO: Credit Decline and Defaults Cue Moody's Rating Cuts ----------------------------------------------------------------- Moody's Investors Service downgraded notes issued by CDOs with significant exposure to residential mortgage Real Estate Investment Trust Trust Preferred Securities and homebuilder securities. These rating actions were prompted by continued credit deterioration and defaults in the residential mortgage REIT and homebuilder sectors. The CDOs listed below have significant exposure to these sectors, ranging from approximately 25% to 50% of their aggregate portfolio balances. These rating actions also reflect uncertainties over final workout values, which are expected to be low, for defaulted assets in the underlying collateral pool. Moody's outlook for REIT TRUP CDOs is negative for 2008. Moody's will continue to monitor developments in the specialty mortgage area and update the ratings of affected CDOs accordingly. Issuer: Attentus CDO I, Ltd. Class Description: $280,000,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due May 2036 -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $20,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due May 2036 -- Current Rating: A2 -- Prior Rating: Aaa on review for possible downgrade Class Description: $65,000,000 Class B Third Priority Senior Secured Floating Rate Notes Due May 2036 -- Current Rating: Ba1 -- Prior Rating: Aa2 on review for possible downgrade Class Description: $10,000,000 Class C-1 Fourth Priority Deferrable Secured Floating Rate Notes Due May 2036 -- Current Rating: B3 -- Prior Rating: Aa3 on review for possible downgrade Issuer: Attentus CDO II, Ltd. Class Description: $235,000,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2041, Downgraded to Aa1 from Aaa -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $60,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2041, Downgraded to Aa3 from Aaa -- Current Rating: Aa3 -- Prior Rating: Aaa on review for possible downgrade Class Description: $55,000,000 Class A-3A Third Priority Senior Secured Floating Rate Notes Due 2041, Downgraded to A1 from Aaa -- Current Rating: A1 -- Prior Rating: Aaa on review for possible downgrade Class Description: $5,000,000 Class A-3B Third Priority Senior Secured Fixed/Floating Rate Notes Due 2041, Downgraded to A1 from Aaa -- Current Rating: A1 -- Prior Rating: Aaa on review for possible downgrade Class Description: $20,000,000 Class B Fourth Priority Deferrable Secured Floating Rate Notes Due 2041, Downgraded to Ba3 from Aa2 -- Current Rating: Ba3 -- Prior Rating: Aa2 on review for possible downgrade Class Description: $32,000,000 Class C Fifth Priority Deferrable Secured Floating Rate Notes Due 2041, Downgraded to Caa3 from A2 -- Current Rating: Caa3 -- Prior Rating: A2 on review for possible downgrade Class Description: $22,000,000 Type I Composite Notes Due 2041 -- Current Rating: Ca -- Prior Rating: Ba3 on review for possible downgrade Issuer: Attentus CDO III, Ltd. Class Description: $100,000,000 Class A-1B Second Priority Senior Secured Floating Rate Notes Due 2042, Downgraded to Aa1 from Aaa -- Current Rating: Aa1 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $100,000,000 Class A-2 Third Priority Senior Secured Floating Rate Notes Due 2042, Downgraded to Aa3 from Aaa -- Current Rating: Aa3 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $34,000,000 Class B Fourth Priority Deferrable Secured Floating Rate Notes Due 2042, Downgraded to Baa1 from Aa2 -- Current Rating: Baa1 -- Prior Rating: Aa2, on review for possible downgrade Class Description: $16,000,000 Class C-1 Fifth Priority Deferrable Secured Floating Rate Notes Due 2042, Downgraded to Ba1 from A2 -- Current Rating: Ba1 -- Prior Rating: A2, on review for possible downgrade Class Description: $15,000,000 Class C-2 Fifth Priority Deferrable Secured Fixed/Floating Rate Notes Due 2042, Downgraded to Ba1 from A2 -- Current Rating: Ba1 -- Prior Rating: A2, on review for possible downgrade Issuer: Kodiak CDO I, Ltd. Class Description: $338,500,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2037, Downgraded to Aa1 from Aaa -- Current Rating: Aa1 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $103,500,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aaa -- Current Rating: Aa3 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $83,000,000 Class B Third Priority Senior Secured Floating Rate Notes Due 2037, Downgraded to Aa3 from Aa1 -- Current Rating: Aa3 -- Prior Rating: Aa1, on review for possible downgrade Class Description: $30,000,000 Class C Fourth Priority Secured Deferrable Floating Rate Notes Due 2037, Downgraded to Ba1 from Aa3 -- Current Rating: Ba1 -- Prior Rating: Aa3, on review for possible downgrade Issuer: Taberna Preferred Funding II, Ltd. Class Description: Class A-1a, Downgraded to A3 from Aaa; Placed Under Review for further Possible Downgrade -- Current Rating: A3, on review for possible downgrade -- Prior Rating: Aaa, on review for possible downgrade Class Description: Class A-1b, Downgraded to A3 from Aaa; Placed Under Review for further Possible Downgrade -- Current Rating: A3, on review for possible downgrade -- Prior Rating: Aaa, on review for possible downgrade Class Description: Class A-1c, Downgraded to A3 from Aaa; Placed Under Review for further Possible Downgrade -- Current Rating: A3, on review for possible downgrade -- Prior Rating: Aaa, on review for possible downgrade Class Description: Class B, Downgraded to Ba3 from Aa2; Placed Under Review for further Possible Downgrade -- Current Rating: Ba3, on review for possible downgrade -- Prior Rating: Aa2, on review for possible downgrade Issuer: Taberna Preferred Funding III, Ltd. Class Description: $188,500,000 Class A-1A First Priority Senior Secured Floating Rate Notes Due 2036 -- Current Rating: Aa2 -- Prior Rating: Aaa Class Description: $ 210,000,000 Class A-1B First Priority Delayed Draw Senior Secured Floating Rate Notes Due 2036 -- Current Rating: Aa2 -- Prior Rating: Aaa Class Description: $ 10,000,000 Class A-1C First Priority Senior Secured Fixed/Floating Rate Notes Due 2036 -- Current Rating: Aa2 -- Prior Rating: Aaa Class Description: $ 38,500,000 Class A-2A Second Priority Senior Secured Floating Rate Notes Due 2036 -- Current Rating: A2 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $ 91,250,000 Class B-1 Fourth Priority Secured Floating Rate Notes Due 2036 -- Current Rating: Ba1 -- Prior Rating: Aa2, on review for possible downgrade Class Description: $ 7,500,000 Class B-2 Fourth Priority Secured Fixed/Floating Rate Notes Due 2036 -- Current Rating: Ba1 -- Prior Rating: Aa2, on review for possible downgrade Issuer: Taberna Preferred Funding IV, Ltd. Class Description: $313,350,000 Class A-1 First Priority Delayed Draw Senior Secured Floating Rate Notes Due 2036 -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $ 81,450,000 Class B-1 Fourth Priority Secured Floating Rate Notes Due 2036 -- Current Rating: Ba1 -- Prior Rating: Aa2, on review for possible downgrade Class Description: $ 7,000,000 Class B-2 Fourth Priority Secured Fixed Rate Notes Due 2036 -- Current Rating: Ba1 -- Prior Rating: Aa2, on review for possible downgrade Issuer: Taberna Preferred Funding V, Ltd. Class Description: $100,000,000 Class A-1LA Floating Rate Notes Due August 2036-1, Downgraded to Aa1 from Aaa -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $250,000,000 Class A-1LAD Delayed Draw Floating Rate Notes Due August 2036, Downgraded to Aa1 from Aaa -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $60,000,000 Class A-1LB Floating Rate Notes Due August 2036, Downgraded to Aa3 from Aaa -- Current Rating: Aa3 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $90,000,000 Class A-2L Deferrable Floating Rate Notes Due August 2036, Downgraded to Ba2 from Aa3 -- Current Rating: Ba2 -- Prior Rating: Aa3, on review for possible downgrade Issuer: Taberna Preferred Funding VI, Ltd. Class Description: $50,000,000 Class A-1A First Priority Senior Secured Floating Rate Notes Due 2036 -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $305,000,000 Class A-1B First Priority Delayed Draw Senior Secured Floating Rate Notes Due 2036 -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $90,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2036 -- Current Rating: Aa3 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $18,000,000 Class B Third Priority Secured Floating Rate Notes Due 2036 -- Current Rating: Baa3 -- Prior Rating: Aa1, on review for possible downgrade Class Description: $97,000,000 Class C Fourth Priority Secured Floating Rate Notes Due 2036 -- Current Rating: B1 -- Prior Rating: Aa2, on review for possible downgrade Issuer: Taberna Preferred Funding VII, Ltd. Class Description: $350,000,000 Class A-1LA Floating Rate Notes Due February 2037, Downgraded to Aa1 from Aaa -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $120,000,000 Class A-1LB Floating Rate Notes Due February 2037, Downgraded to Aa3 from Aaa -- Current Rating: Aa3 -- Prior Rating: Aaa, on review for possible downgrade Class Description: $25,000,000 Class A-2LA Floating Rate Notes Due February 2037, Downgraded to A2 from Aa2 -- Current Rating: A2 -- Prior Rating: Aa2, on review for possible downgrade Class Description: $50,000,000 Class A-2LB Deferrable Floating Rate Notes Due February 2037, Downgraded to Ba2 from Aa3 -- Current Rating: Ba2 -- Prior Rating: Aa3, on review for possible downgrade Issuer: Trapeza CDO X, Ltd. Class Description: $268,000,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2041 -- Current Rating: Aa1 -- Prior Rating: Aaa Class Description: $69,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2041 -- Current Rating: Aa2 -- Prior Rating: Aaa Class Description: $31,000,000 Class B Third Priority Secured Deferrable Floating Rate Notes Due 2041 -- Current Rating: Baa3 -- Prior Rating: Aa2, on review for possible downgrade Class Description: $21,000,000 Class C-1 Fourth Priority Secured Deferrable Floating Rate Notes Due 2041 -- Current Rating: Caa1 -- Prior Rating: A3, on review for possible downgrade Class Description: $35,000,000 Class C-2 Fourth Priority Secured Deferrable Fixed/Floating Rate Notes Due 2041 -- Current Rating: Caa1 -- Prior Rating: A3, on review for possible downgrade Class Description: $20,000,000 Composite Notes Due 2041 -- Current Rating: Baa3 -- Prior Rating: Aa2, on review for possible downgrade AURELIUS CAPITAL: S&P Designates 'BB' Rating on Class E Notes ------------------------------------------------------------- Standard & Poor's Ratings Services placed its rating on the class E notes issued by Aurelius Capital CDO 2007-1 Ltd., a hybrid cash flow synthetic collateralized debt obligation transaction, on CreditWatch with negative implications. Aurelius Capital CDO 2007-1 Ltd. is collateralized predominantly by collateralized loan obligations. The CreditWatch placement is primarily due to losses on the sale of two assets in March 2008, which negatively affects the credit enhancement available to support the notes. Standard & Poor's will review the results of current cash flow runs generated for Aurelius Capital CDO 2007-1 Ltd. to determine the level of future defaults the rated classes can withstand under various stressed default timing and interest rate scenarios while still paying all of the interest and principal due on the notes. S&P will compare the results of these cash flow runs with the projected default performance of the performing assets in the collateral pool to determine whether the ratings currently assigned to the notes remain consistent with the credit enhancement available. Rating Placed on CreditWatch Negative Aurelius Capital CDO 2007-1 Ltd. Rating ------ Class To From Balance (million) ----- -- ---- ----------------- E BB/Watch Neg BB $13.500 Other Outstanding Ratings Aurelius Capital CDO 2007-1 Ltd. Class Rating Balance (million) ----- ------ ----------------- A AA+ $240.300 C A $15.200 D BBB $18.000 Transaction Information Issuer: Aurelius Capital CDO 2007-1 Ltd. Co-issuer: Aurelius Capital CDO 2007-1 LLC Collateral manager: Aurelius Capital Management GmbH Underwriter: Wachovia Capital Markets LLC Trustee: State Street Bank and Trust Co. Transaction type: CDO hybrid cash flow/synthetic CDO AVANT IMMUNOTHERAPEUTICS: Balance Sheet Upside-down by $19MM ------------------------------------------------------------ AVANT Immunotherapeutics Inc.'s consolidated balance sheet at Dec. 31, 2007, showed $37.6 million in total assets and $56.6 million in total liabilities, resulting in a $19.0 million total stockholders' deficit. AVANT reported a net loss of $5.3 million on total revenue of $1.7 million for the fourth quarter ended Dec. 31, 2007, compared to a net loss of $6.2 million on total revenue of $380,132 for the fourth quarter of 2006. The decrease in net loss in the fourth quarter mainly reflects the increase in revenues primarily due to increased product royalties from net sales on Rotarix(R), offset by reduced levels of vaccine development work billable to DVC LLC during the fourth quarter of 2007. On Oct. 22, 2007, AVANT and Celldex Therapeutics Inc., a privately held company, announced the signing of a definitive merger agreement. The all-stock transaction closed on March 7, 2008. The total value of the merger transaction was approximately $75 million. "AVANT's 2007 financial results are in line with our expectations and we are in position to execute on the business plan of the proposed combined company of AVANT and Celldex," said Una S. Ryan, Ph.D., AVANT's president and chief executive officer. Full Year Results AVANT reported a net loss of $21.6 million for the year ended Dec. 31, 2007, an increase of $1.2 million, or 6.2%, compared to a net loss of $20.4 million for the year ended Dec. 31, 2006. The increase in net loss between periods was primarily due to increased operating expenses and decreased investment and other income, offset partially by increased revenues. Total revenue increased to $5.1 million in 2007 from $4.9 million in 2006. Product development and licensing revenue decreased to $125,039 in 2007 from $2.9 million in 2006. The decrease reflects a one-time milestone payment of $2.6 million recorded in the first quarter of 2006. Government contracts and grants revenuue decreased to $491,345 in 2007 from $1.4 million in 2006. The decrease primarily reflects reduced levels of biodefense vaccine development work billable to DVC in 2007. Product royalty revenue increased to $4.5 million from $667,397 in 2006. In 2007, AVANT recognized $4.4 million in product royalty revenue consisting of $2.3 million related to Paul Royalty Fund's purchased interest in Rotarix(R) net royalties and $2.1 million related to AVANT's retained interests in Rotarix(R) net royalties which were not sold to Paul Royalty Fund and which is equal to the amount payable to CCH by AVANT. Liquidity and Capital Resources At Dec. 31, 2007, AVANT's principal sources of liquidity consisted of cash and cash equivalents of $15.7 million compared to cash and cash equivalents at Dec. 31, 2006, of $40.9 million. To date, the primary sources of cash flows from operations have been payments received from AVANT's collaborative partners, from government entities and from financial institutions such as Paul Royalty Fund. Net cash used by operating activities was $19.3 million in 2007 compared to net cash provided by operating activities of $27.0 million in 2006. On April 16, 2007, AVANT initiated restructuring activities to reduce ongoing operational costs, following an extensive review of its operations and cost structure. The restructuring resulted in a workforce reduction of approximately 30%. AVANT also exited from its St. Louis-based research facility by Sept. 30, 2007, when the lease term expired and moved all essential research activities to its Needham, Massachusetts headquarters. As of Dec. 31, 2007, restructuring charges of $765,204 were recorded, of which $754,877 were recorded as research and development and $10,327 were recorded as general and administrative expense. AVANT believes that cash inflows from existing collaborations, interest income on invested funds and its current cash and cash equivalents will be sufficient to meet estimated working capital requirements and fund operations beyond Dec. 31, 2008. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2007, are available for free at http://researcharchives.com/t/s?2b57 About AVANT Immunotherapeutics Headquartered in Needham, Mass., AVANT Immunotherapeutics Inc. (Nasdaq: AVAN) -- http://www.avantimmune.com/-- is a biopharmaceutical company engaged in the discovery, development and commercialization of products that harness the human immune response to prevent and treat disease. The company develops and commercializes products on a proprietary basis and in collaboration with established pharmaceutical partners and other collaborators, including GlaxoSmithKline plc, Pfizer Inc and Lohmann Animal Health International. AVIKAI PLLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Avikai PLLC dba Avikai Spa P.O. Box 1540 Mercer Island, WA 98040 Bankruptcy Case No.: 08-12176 Chapter 11 Petition Date: April 14, 2008 Court: Western District of Washington (Seattle) Judge: Philip H. Brandt Debtor's Counsel: Larry B Feinstein, Esq. Vortman & Feinstein 500 Union St Ste 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: lbf@chutzpa.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10 million The Debtor did not file a list of its largest unsecured creditors. On the petition date, the Debtor filed its schedules of assets and liabilities, disclosing $0 in real property assets and $512,925 in secured debts. BEAR STEARNS ABS: Fitch Cuts Ratings on $79.1M in ABS Transactions ------------------------------------------------------------------ Fitch Ratings has taken rating actions on the Bear Stearns Asset Backed Securities transactions. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed. Affirmations total $61.8 million and downgrades total $79.1 million. Additionally, Fitch placed $13.7 million on Rating Watch Negative. BSABS Trust 2003-ABF1 -- $13.7 million class A, rated 'AAA', placed on Rating Watch Negative; -- $28.8 million class M downgraded to 'A+' from 'AA'. Deal Summary -- Originators: American Business Financial Services -- 60+ day Delinquency: 21.26% -- Realized Losses to date (% of Original Balance): 2.38% Bear Stearns Asset Backed Securities, Inc. 2004-HE6 -- $14.8 million class M-1 affirmed at 'AA'; -- $47 million class M-2 affirmed at 'A'; -- $13.8 million class M-3 downgraded to 'BBB' from 'A-'; -- $11.5 million class M-4 downgraded to 'BB+' from 'BBB+'; -- $10.1 million class M-5 downgraded to 'BB' from 'BBB'; -- $9 million class M-6 downgraded to 'B' from 'BBB-'; -- $5.9 million class M-7B downgraded to 'C/DR5' from 'BB'. Deal Summary -- Originators: People's Choice Home Loan, Inc. (42.15%), Fremont Investment & Loan (30.38%), Encore Credit Corporation (17.06%). -- 60+ day Delinquency: 20.49% -- Realized Losses to date (% of Original Balance): 1.88% BERNARD WILLIAMS: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Bernard Garry Williams, Sr. aka Bernard G. Williams aka Bernard Williams dba R.A.M. Products dba MMWB, LLC fdba EagleRider of Reno dba EagleRider of San Jose 2759 Grandview Drive San Jose, CA 95133 Joint Debtor: Gloria Jean Williams aka Gloria J. Williams fka Gloria Jean Blommer fka Gloria J. Clem 2759 Grandview Drive San Jose, CA 95133 Bankruptcy Case No.: 08-51732 Chapter 11 Petition Date: April 8, 2008 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Charles E. Logan Law Offices of Charles E. Logan 95 S Market St. #660 San Jose, CA 95113 Tel: (408) 995-0256 E-mail: court@loganatlaw.com Total Assets: $1,556,018.00 Total Debts: $1,718,136.12 Debtor's 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sparta Commercial Service Vin No. 014764 $14,585.22 462 7th Ave, 20th Floor Lease New York, NY 10018 Vin No. 26772 14,311.56 Lease Vin No. 18420 14,311.56 Lease Vin No. 677463 14,269.92 Lease Vin No. 699337 14,059.74 Lease Vin No. 46464 14,041.40 Lease California Bank and Trust Commercial 50,000.00 Fresno-Palm Loan/Revolving 5240 N. Palm Ave. Line of Credit Fresno, CA 93704 Home Vest Capital, LLC Lawsuit 47,752.04 c/o Scott M. Gitlen Judgment entered Hemar, Rousso & Heald, LLP 15910 Ventura Blvd., 12th Floor Encino, CA 91436 Sallie Mae Student loan 42,000.00 P.O. Box 9500 Wilkes Barre, PA 18773-9500 FIA Card Services,N.A. 37,246.49 MBNA America Bank Bank of America Lawsuit 35,083.31 Bank of America Bernard G Williams 33,192.85 R.A.M. Products Line of Credit Wells Fargo Businessline 32,493.12 Bank of America Bernard G. 28,618.32 Williams R.A.M. Products Credit card Wells Fargo Bank Business loan 25,187.82 Ram products Bank of the West 20,158.95 Bank of the West Bernard G 20,158.95 Williams, Sr R.A.M. Products Nondisclosable loan to individual UCC Collateral State Board of Equalization 15,750.00 EagleRider, Inc. 15,000.00 Harley Davidson Credit 2006 Standard 15,000.00 BOB WILSON: Plummeting Sales Cue Chapter 11 Bankruptcy Filing ------------------------------------------------------------- A mix of bad timing and bad economy have forced Bob Wilson Dodge Chrysler Jeep LLC and its debtor-affiliates to file Chapter 11 Bankruptcy in Florida, Richard Mullins of the the Tampa Tribune, reports. Tampa Tribune reported general manager Keith Johnson saying worsening economy has lowered car sales leaving the dealership with smaller customer segments, and higher inventory. Tampa Tribune states that after closing its sales operations on April 28, the company will restart sales anytime this week. The dealership will file a plan of reorganization with the federal bankruptcy court in Tampa that would allow it to continue its operations, the report states. Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep LLC -- http://www.bobwilsondodgesuperstore.com/-- is a certified DaimlerChrysler Five Star dealership with a huge inventory of high quality new and pre-owned vehicles. The Debtors and its debtor- affiliates filed for separate Chapter 11 protection on April 25, 2008 (Bankr. M.D.Fla. Case No.: 08-05759 thru 08-05763.) Harley E. Riedel, Esq. at Stichter Riedel Blain & Prosser represents the Debtors in their restructuring efforts. Bob Wilson Dodge Chrysler Jeep LLC's estimated assets and debts at the bankruptcy filing were both between $1 million and $10 million. Bob Wilson Dodge Inc.'s estimated assets and debts at the bankruptcy filing were both between $10 million and $50 million. The Debtors did not file lists of their largest unsecured creditors. BON-TON STORES: Shareholder GAMCO Declares 5.19% Equity Stake ------------------------------------------------------------- Gabelli Funds, LLC and GAMCO Asset Management Inc., have declared that they own a total of 741,000 shares, representing 5.19% of the outstanding common stock of The Bon-Ton Stores, Inc., which they bought for $6,357,635. Gabelli Funds used $1,998,967 to buy 250,000 shares or 1.75% of Bon-Ton securities and GAMCO Asset used $4,358,668 to acquire 491,000 shares or 3.44% of Bon-Ton securities. Gabelli Funds and GAMCO Asset are subsidiaries of GAMCO Investors Inc. York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) -- http://www.bonton.com/-- operates 278 department stores, which include eight furniture galleries, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, under the Parisian nameplate, two stores in the Detroit, Michigan area. The stores offer a broad assortment of brand-name fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. * * * As reported in the Troubled Company Reporter on March 17, 2008, Fitch Ratings affirmed The Bon-Ton Stores, Inc.'s 'B' issuer default rating. The rating outlook has been revised to negative from stable. As reported in the Troubled Company Reporter on Feb. 13, 2008, Moody's Investors Service downgraded the corporate family rating of Bon-Ton Stores Inc. to B2 from B1, downgraded the probability of default rating to B2 from B1, and downgraded the rating on the $510 million senior unsecured notes to Caa1 (LGD 5, 78%) from B3 (LGD 5, 83%). The company's speculative grade liquidity rating of SGL-3 was affirmed. The outlook on all ratings is stable. BRIGHT HORIZONS: S&P Rates $440 Mil. Senior Loan 'BB-' ------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating and stable outlook to Watertown, Massachusetts-based Swingset Holdings Corp., parent of Bright Horizons Family Solutions Inc. At the same time, S&P assigned a bank loan rating of 'BB-', two notches higher than the corporate credit rating on the parent, to operating subsidiary Bright Horizons' $440 million senior secured bank loan credit facilities. S&P also assigned a recovery rating of '1' to this debt, indicating S&P's expectation of very high (90%-100%) recovery of principal in the event of a payment default. The credit facilities consist of a $75 million revolving credit facility due 2014 and a $365 million term loan B due 2015. Pro forma for the transaction, total debt outstanding was $775 million as of March 31, 2008. "The rating reflects high debt leverage and weak pro forma cash flow protection resulting from the pending leveraged acquisition of the company by an affiliate of Bain Capital Partners LLC," said Standard & Poor's credit analyst Hal F. Diamond, "in view of the company's growth strategy of opening new centers and acquisitions." These risks are only partially offset by the company's good business position in the competitive and fragmented childcare market, and some stability in operating performance gained through long-term contacts with corporate sponsors. C-BASS MORTGAGE: Fitch Cuts Ratings on $2.8 Mil. Certificates ------------------------------------------------------------- Fitch Ratings has taken these rating actions on C-BASS Mortgage Loan Trust mortgage pass-through certificates. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are now removed. Affirmations total $616.0 million and downgrades total $2.8 million. Additionally, $2.9 million was placed on Rating Watch Negative. C-BASS 2003-CB1 -- $12.4 million class AF affirmed at 'AAA'; -- $10.3 million class M-1 affirmed at 'AA'; -- $3.0 million class M-2 affirmed at 'A'; -- $1.7 million class B-1 affirmed at 'BBB'; -- $0.1 million class B-2 affirmed at 'BBB-'; Deal Summary -- Originators: Contimortgage Corporation 23%, Encore 10%, Conseco Finance 13%. -- 60+ day Delinquency: 13.39% -- Realized Losses to date (% of Original Balance): 2.91% C-BASS 2003-CB2 -- $2.9 million class AF-3 affirmed at 'AAA'; -- $15.2 million class M-1 affirmed at 'AA+'; -- $7.0 million class M-2 affirmed at 'A'; -- $2.1 million class B-1 affirmed at 'BBB'; -- $1.1 million class B-2 rated 'BBB-', placed on Rating Watch Negative; Deal Summary -- Originators: Conseco 41%, Encore 19%. -- 60+ day Delinquency: 23.40% -- Realized Losses to date (% of Original Balance): 3.14% C-BASS 2003-CB3 -- $13.3 million class AF-1 affirmed at 'AAA'; -- $14.9 million class M-1 affirmed at 'AA+'; -- $7.1 million class M-2 affirmed at 'A+'; -- $2.0 million class B-1 affirmed at 'BBB+'; -- $1.0 million class B-2 affirmed at 'BBB '; -- $0.1 million class B-3 affirmed at 'BBB-'; Deal Summary -- Originators: First National Bank of Nevada 34%, Town and Country 19%, Impac 14%. -- 60+ day Delinquency: 7.18% -- Realized Losses to date (% of Original Balance): 1.14% C-BASS 2003-CB4 -- $5.9 million class AF-1 affirmed at 'AAA'; -- $22.9 million class M-1 affirmed at 'AA+'; -- $14.5 million class M-2 affirmed at 'A'; -- $3.0 million class B-1 affirmed at 'BBB'; -- $1.6 million class B-2 affirmed at 'BBB-'; Deal Summary -- Originators: New Century 31%, Impac 14%. -- 60+ day Delinquency: 17.77% -- Realized Losses to date (% of Original Balance): 2.35% C-BASS 2003-CB5 -- $21.7 million class M-1 affirmed at 'AA'; -- $9.5 million class M-2 affirmed at 'A'; -- $1.0 million class M-3 affirmed at 'A-'; -- $1.1 million class B-1 rated 'BBB+', placed on Rating Watch Negative; -- $0.7 million class B-2 rated 'BBB ', placed on Rating Watch Negative; -- $1.7 million class B-3 downgraded to 'B' from 'BB'; Deal Summary -- Originators: New Century 34%, Oakmont 16%, Encore 14%. -- 60+ day Delinquency: 18.14% -- Realized Losses to date (% of Original Balance): 1.52% C-BASS 2003-CB6 -- $8.6 million class AF-5 affirmed at 'AAA'; -- $9.0 million class AF-6 affirmed at 'AAA'; -- $26.1 million class M-1 affirmed at 'AA'; -- $16.3 million class M-2 affirmed at 'A'; -- $1.4 million class M-3 affirmed at 'A-'; -- $1.8 million class M-4 affirmed at 'BBB+'; -- $1.5 million class M-5 affirmed at 'BBB'; Deal Summary -- Originators: New Century 34%, Encore 11%. -- 60+ day Delinquency: 9.13% -- Realized Losses to date (% of Original Balance): 1.37% C-BASS 2004-CB1 -- $2.9 million class AF-1 affirmed at 'AAA'; -- $24.4 million class M-1 affirmed at 'AA'; -- $21.2 million class M-2 affirmed at 'A'; -- $5.9 million class M-3 affirmed at 'A-'; -- $1.6 million class B-1 affirmed at 'BBB+'; -- $1.6 million class B-2 affirmed at 'BBB'; -- $1.7 million class B-3 affirmed at 'BBB-'; -- $2.2 million class B-4 affirmed at 'BB'; Deal Summary -- Originators: Finance of America 24%, First National Bank of Arizona 8%. -- 60+ day Delinquency: 8.35% -- Realized Losses to date (% of Original Balance): 1.22% C-BASS 2004-CB2 -- $21.3 million class M-1 affirmed at 'AA'; -- $20.9 million class M-2 affirmed at 'A'; -- $3.1 million class M-3 affirmed at 'A-'; -- $1.3 million class B-1 affirmed at 'BBB+'; -- $1.3 million class B-2 affirmed at 'BBB'; -- $1.3 million class B-3 affirmed at 'BBB-'; -- $0.6 million class B-4 affirmed at 'BB-'; Deal Summary -- Originators: Finance of America 30%, Impac 14%, New Century 11%. -- 60+ day Delinquency: 10.28% -- Realized Losses to date (% of Original Balance): 0.74% C-BASS 2004-CB3 -- $20.2 million class M-1 affirmed at 'AA'; -- $8.6 million class M-2 affirmed at 'A'; -- $1.3 million class M-3 affirmed at 'A-'; -- $1.1 million class B-1 affirmed at 'BBB+'; -- $1.0 million class B-2 affirmed at 'BBB'; -- $0.9 million class B-3 downgraded to 'B' from 'BBB-'; -- $0.2 million class B-4 downgraded to 'C/DR4' from 'BB'; Deal Summary -- Originators: Finance of America 36%, Impac 18%. -- 60+ day Delinquency: 17.59% -- Realized Losses to date (% of Original Balance): 1.06% C-BASS 2004-CB5 -- $19.1 million class M-1 affirmed at 'AA '; -- $21.3 million class M-2 affirmed at 'A+'; -- $5.6 million class M-3 affirmed at 'A'; -- $5.6 million class B-1 affirmed at 'A-'; -- $4.4 million class B-2 affirmed at 'BBB+'; -- $1.3 million class B-3 affirmed at 'BBB'; -- $1.3 million class B-4 affirmed at 'BBB-'; Deal Summary -- Originators: American Business Financial Services 31%, Wilmington Finance 19%. -- 60+ day Delinquency: 13.77% -- Realized Losses to date (% of Original Balance): 1.10% C-BASS 2004-CB6 -- $7.1 million class AF-3 affirmed at 'AAA'; -- $14.0 million class AF-4 affirmed at 'AAA'; -- $23.0 million class M-1 affirmed at 'AA'; -- $19.5 million class M-2 affirmed at 'A'; -- $6.9 million class M-3 affirmed at 'A-'; -- $4.6 million class B-1 affirmed at 'BBB+'; -- $4.6 million class B-2 affirmed at 'BBB'; -- $2.2 million class B-3 affirmed at 'BBB-'; -- $3.6 million class B-4 affirmed at 'BB'; Deal Summary -- Originators: New Century 59%, American Business Mortgage Services 10%. -- 60+ day Delinquency: 14.12% -- Realized Losses to date (% of Original Balance): 1.25% C-BASS 2004-CB7 -- $2.9 million class AF-4 affirmed at 'AAA'; -- $13.9 million class AF-5 affirmed at 'AAA'; -- $27.6 million class M-1 affirmed at 'AA+'; -- $22.8 million class M-2 affirmed at 'A+'; -- $6.2 million class M-3 affirmed at 'A'; -- $6.0 million class B-1 affirmed at 'A'; -- $5.3 million class B-2 affirmed at 'A-'; -- $4.6 million class B-3 affirmed at 'BBB+'; -- $3.0 million class B-4 affirmed at 'BBB-'; Deal Summary -- Originators: American Business Financial Services 50%, Homefield Financial 10%. -- 60+ day Delinquency: 16.61% -- Realized Losses to date (% of Original Balance): 1.21% CANON COMMS: Moody's Changes Outlook to Negative; Keeps B3 Rating ----------------------------------------------------------------- Moody's Investors Service changed Canon Communications, LLC's rating outlook to negative from positive, while affirming its B3 Corporate Family rating. The change in rating outlook reflects Moody's view that the company's financial covenants (which are scheduled to step down significantly during the balance of 2008) will place potential pressure on Canon's near term liquidity, absent relief from asset sales, an amendment from its lenders, or the implementation of an equity cure from its owners. Details of the rating action are: Ratings affirmed: -- $10 million senior secured first lien revolving credit facility due 2010: B2 LGD3, 36% -- $121 million senior secured first lien term loan due 2011: B2 LGD3, 36% -- Corporate Family rating: B3 -- Probability of Default rating: B3 The rating outlook is changed to negative from positive. Canon's previous positive rating outlook reflected an expectation of improving operating performance and EBITDA generation. Although the company continues to improve its operating profile, the change in outlook to negative is largely due to the overhang of potential covenant default. Nevertheless, Moody's expects that Canon will likely obtain covenant relief based upon its current financial profile (leverage below 5 times debt to EBITDA, according to management). According to the current terms of its senior secured credit facilities, Canon must comply with a first lien debt to EBITDA test which will ratchet down to 2.75 times by the quarter ending December 31, 2008 (vs. a current test of 4.75 times) and a total debt to EBITDA test which will tighten to 4.5 times (vs. a current test of 6.75 times). Moody's expects that Canon will generate moderate levels of cash flow over the next twelve months sufficient to cover its working capital and modest capex needs. In addition, the company can supplement internal cash generation with undrawn availability under its $10 million revolving credit facility. Canon represents a portfolio of severable B-2-B properties, which could also be selectively monetized to provide liquidity, however the company's US domiciled assets are largely encumbered and a sale would require lender consent. Headquartered in Los Angeles, California, Canon Communications is a leading producer of print productions, trade shows and digital media for the medical device manufacturing and other niche markets. The company reported sales of $89 million for the LTM period ended Dec. 31, 2007. CAPCITY CLOTHING: Chapter 15 Petition Summary --------------------------------------------- Chapter 15 Debtor: CapCity Clothing, Inc. 4026 Bois-Franc Montreal, Quebec H4S 1A7 Quebec, Canada Petitioner: RSM Richter, Inc. 2 Place Alexis Nihon, Ste. 2200 Montreal, QC H3Z 3C2 Canada Tel: (514) 934-3451 Chapter 15 Case No.: 08-11540 Type of Business: The Debtor imports and sells clothing. It is currently engaged in bankruptcy proceedings under the Canadian Bankruptcy and Insolvency Act, Statutes of Canada, Chapter 27 in the Superior Court, Commercial Division of the Province of Quebec, District of Montreal in Canada under Case No. 500-11-032894-087. On March 26, 2008, the Canadian court approved the "Motion for the Appointment of an Interim Receiver and Related Orders" filed by GMAC CF. On April 14, 2008, the court approved the "Petit