T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 14, 2008, Vol. 12, No. 114 Headlines ALLIANT TECHSYSTEMS: S&P Holds BB Ratings on Failed Acquisition ALLIANT TECHSYSTEMS: Fitch Holds Ratings on Terminated Deal AMBAC FINANCIAL: May Be Hit by Sinking 2nd Lien RMBS, Moody's Says AMERICAN MORTGAGE: March 31 Balance Sheet Upside-Down by $23MM ALBERS MFG: Case Summary & 19 Largest Unsecured Creditors ALEXANDER VISTA: Case Summary & Nine Known Creditors AMY ARBUCKLE: Case Summary & 13 Largest Unsecured Creditors BCE INC: Quebec Court of Appeal Order on Privatization Forthcoming BEAZER HOMES: Files Fiscal Year 2007 Financial Statements BELL CP: Voluntary Chapter 11 Case Summary BIG ROC TOOLS: Case Summary & 20 Largest Unsecured Creditors BLUE WATER: Files Chapter 11 Plan, Mulls Sale of Business BLUE WATER: Classification and Treatment of Claims Under Plan BLUE WATER: Court Sets Plan Confirmation Hearing on June 18 BLUE WATER: Clarifies Objections to Proposed Incentive Payments BUILDING MATERIALS: To Consolidate BMC West and SelectBuild BARBARA K ENT: Case Summary & 20 Largest Unsecured Creditors CABLEVISION SYSTEMS: Gets 97% Stake in Newsday for $650 Million CARRINGTON LABORATORIES: Auditing Firm Raises Substantial Doubt CENTERPLATE INC: In Talks with Lenders to Amend Credit Facility CENTURY INDEMNITY: Fitch Holds 'B-' IFS Rating with Neg. Outlook CENTURY REINSURANCE: Fitch Holds 'CCC+' IFS Rating; Outlook Neg. CHAMP CAR: Gallivan Auctioneers Set Asset Auction for June 3 CHARMING SHOPPES: Posts $83.4 Million Net Loss in Fiscal 2008 CHARTER COMMS: Posts $8.4BB Deficit in Q1; Warns of Bankruptcy CLEAR CHANNEL: Buyer & Banks Settle Financing Dispute, Report Says COLLINS SIGNS: Awarded $13.8 Million in Nissan Lawsuit COUDERT BROS: Unsecured Creditors to Get 39% Under Amended Plan COLEGIO CORAZON: Case Summary & Nine Largest Unsecured Creditors DANKA BUSINESS: Waiting Period of U.S. Antitrust Review Terminated DEVCON INT'L: Receives Listing Non-compliance Warning from Nasdaq DEVCON INT'L: Incurs $600K Stockholder's Deficit in 2008 1st Qtr. DR HORTON: S&P Lowers Corporate Credit Rating to BB from BB+ DURA AUTOMOTIVE: Voting Creditors Supports Chapter 11 Plan DURA AUTOMOTIVE: Court Confirms Chapter 11 Plan of Reorganization DUTCH HILL: Moody's Cut Ratings on Credit Quality Deterioration ECOMARES INC: Shareholder Sues After Ch. 15 Case Dismissal ELECTRONIC DATA: Inks $14 Billion Merger Deal with Hewlett-Packard ENERGY TRANSFER: March 31 Balance Sheet Upside Down by $43.7 Mil. FEDDERS CORP: Wants to Liquidate All Assets Under Trust Pact FOCUS ENHANCEMENTS: Posts $6 Million Net Loss in 1st Quarter 2008 FORD MOTOR: Urges Shareholders to Take No Action on Tracinda Offer FRONTIER AIRLINES: Allowed to Hire Epiq Bankr. as Claims Agent FRONTIER AIRLINES: Can Hire Faegre & Benson as Special Counsel GENERAL MOTORS: May Use $7BB Undrawn Loans Upon Industry Downturn GLOBAL BEVERAGE: Turner Stone Expresses Going Concern Doubt GRAHAM PACKAGING: March 31 Balance Sheet Upside-Down by $771.5MM GRAN TIERRA: To Restate Financial Statements in 10-K Form Filing GREATER BIBLE WAY: Voluntary Chapter 11 Case Summary HALCYON SECURITIZED: Moody's Lowers Ratings on Four Classes to Ca HANESBRANDS INC: S&P Lifts Corporate Credit Rating to BB- from B+ HIGH ARCTIC: Gets May 30 Extension to Meet Loan Covenants HILEX POLY: Files Joint Prepackaged Chapter 11 Plan HILEX POLY: Disclosure Statement Hearing Set for June 12 HOME INTERIORS: Taps Hunton & Williams as Lead Counsel HOME INTERIORS: Wants to Hire Rochelle Hutcheson as Counsel HOME INTERIORS: Wants to Hire Boulder as Biz Consultant & CRO IAC/INTERACTIVECORP: Ends Spin-off Squabble with Liberty Media IDLEAIRE TECHNOLOGIES: Files Chapter 11 Protection in Delaware IDLEAIRE TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors IMAX CORPORATION: March 31 Balance Sheet Upside-Down by $95MM INDYMAC BANCORP: Posts First Quarter Loss of $184.2 Million INDYMAC BANCORP: S&P Puts Rating at D on Dividend Suspension INFINITY ENERGY: Has Until May 31 to Cure Loan Agreement Defaults INTERPHARM HOLDINGS: Tullis-Dickerson Declares 18% Equity Stake INTERPHARM HOLDINGS: Aisling Capital Declares 18.5% Equity Stake JO-ANN STORES: Improved Credit Metrics Cue S&P to Lift Ratings KIWA BIO-TECH: Mao & Company Expresses Going Concern Doubt KOPPERS HOLDINGS: March 31 Balance Sheet Upside-Down by $7.6MM LEVITT AND SONS: Wachovia Disputes Homebuyers' Senior Lien Claims LEVITT AND SONS: Wants to Extend Plan-Filing Deadline to June 27 LEVITT AND SONS: Wants Claims Bar Date Extended to Sept. 30 LEVITT AND SONS: Depositors Panel Wants Expanded Responsibilities LIBERTY MEDIA: Ends Spin-off Squabble with IAC/InterActiveCorp LINENS N THINGS: Wants to Set Auction Procedures for 120 Stores LINENS N THINGS: Interested Parties Balk at Proposed Store Sales LINENS N THINGS: U.S. Trustee Appoints 7-Member Creditors Panel MARATHON HEALTHCARE: U.S. Trustee Forms Seven-Member Committee MARATHON HEALTHCARE: Committee Wants Zeisler & Zeisler as Counsel MARSHALL HOLDINGS: Madsen Expresses Going Concern Doubt MBIA INC: Posts Third Consecutive Quarterly Loss at $2.4 Billion MBIA INC: Could Be Affected by Sinking 2nd Lien RMBS, Moody's Says MEDICAL SOLUTIONS: Wolf & Company Expresses Going Concern Doubt MKP CBO: Moody's Downgrades Ratings on Credit Quality Erosion ML CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating MORTGAGE ASSISTANCE: Sutton Robinson Expresses Going Concern Doubt NORTH COVE: Fitch Junks Five Ratings, Removes Negative Watch NPS PHARMA: Reports Errors in Financial Results Ended Dec. 31 OMNOVA SOLUTIONS: S&P Holds 'B+' Rating; Revises Outlook to Neg. OPTIMUM INSURANCE: A.M. Best Lifts IC Rating to bb+ from bb- ORLEANS HOMEBUILDERS: Gets Temporary Waiver for Credit Facility PINE MOUNTAIN: Moody's Downgrades Ratings on Two Classes to Caa2 PINNACLE FOODS: Debt Reduction Efforts Cue S&P's Positive Outlook POPE & TALBOT: Court Converts Case to Chapter 7 Liquidation POPE & TALBOT: PwC Requests Appointment as CCAA Receiver PRC LLC: Committee Can Employ Halperin Battaglia as Counsel PROSPECT MEDICAL: Continues Covenant Waiver Talks with Lenders PRIMEDIA INC: March 31 Balance Sheet Upside-Down by $136.8 Million PRIMEDIA INC: Taps Barber as Chief Accounting Officer, Treasurer PRECISION PRODUCTS: Case Summary & 20 Largest Unsecured Creditors QCA HEALTH: A.M. Best Affirms 'bb+' Issuer Credit Rating REFCO INC: Refco Commodity Management Files Liquidation Plan REFCO INC: June 12 Confirmation Hearing on Refco Commodity Plan REFCO INC: RCMI to Assign Partnership Stake to IDS Futures REFCO INC: Credit Suisse et al. Also Want Classified Documents RH DONNELLEY: Unit Launches Exchange Offers to Refinance Sr. Notes SADLER HOMES: Case Summary & Six Largest Unsecured Creditors SANDRIDGE ENERGY: S&P Rates Proposed $500MM Unsecured Notes B- SEA CONTAINERS: Wants Court to Approve SCL and GECC Global Pact SEAENA INC: Weaver & Martin Expresses Going Concern Doubt SECURITIZED ASSET: Fitch Affirms Junked Ratings on Six Classes SIRIUS SATELLITE: March 31 Balance Sheet Upside-Down by $839.4MM SIRVA INC: Emerges from Chapter 11 Protection in New York SIRVA INC: Will No Longer Proceed with Public Offering Plan SIRVA INC: 360networks Panel May Get $1.5MM in Preference Action SOCIAL ENRICHMENT: Case Summary & 12 Largest Unsecured Creditors SOLAR COSMETIC: Court OKs Interim Use of KeyBank's DIP Fund SONA MOBILE: Losses Prompt Going Concern Opinion SOUTH COAST: Moody's Lowers Ratings on Two Note Classes to Ca SOVEREIGN CAPITAL: Fitch Affirms 'BB' Rating on Preferred Stock SOVEREIGN REAL: Fitch Holds 'BB+' Rating on Preferred Stock SPEEDEMISSIONS INC: Tauber & Balser Expresses Going Concern Doubt SPORTS AUTHORITY: S&P Cuts Rating to B- on Performance Downturn SPRINT NEXTEL: Posts $505 Million Net Loss in 1st Quarter 2008 SPRINT NEXTEL: iPCS Files Lawsuit Over Clearwire Transaction STANDARD PACIFIC: 1st Qtr. 2008 Net Loss Grows to $216.4 Million STANDARD PACIFIC: Bank Group Agrees to Extend Waiver to August 14 STANDARD PACIFIC: Sudden Capital Needs Prompt Sale Plan STRIKEFORCE TECH: Li & Company Expresses Going Concern Doubt SUN-TIMES MEDIA: Will Not Cure NYSE Listing Non-Compliance TAHITI GARDENS: Case Summary & 12 Largest Unsecured Creditors TIDELANDS OIL: Malone & Bailey Expresses Going Concern Doubt TOLL BROTHERS: Says 2nd Qtr. Home Building Revenues Down 30% TOPANGA CDO: Moody's Junks $26MM Note; To Review Rating TORO ABS: Moody's Downgrades Ratings on Seven Note Classes TRANSMERIDIAN INC: Sale Efforts Collapse; Seeks Capital Infusion TRIBUNE CO: Sells 97% Stake of Newsday to Cablevision for $650MM TRIBUNE CO: $650MM Newsday Sale Won't Affect S&P's 'B-' Rating TROPICANA ENT: Parties Have Until May 23 to Object to DIP Funding TTM TECHNOLOGIES: S&P Rates $155MM Senior Notes 'BB-' TTSF LP5: Voluntary Chapter 11 Case Summary TOUSA INC: Wants Exclusivity Periods Stretched to October 25 TOUSA INC: Termination Date Further Extended to May 23 TOUSA INC: Seeks Permission to Continue Using Cash Collateral VALLEJO CITY: Unions Agree to $10,000,000 in Wage Concessions VARICK STRUCTURED: Moody's Chips Ratings on Two Note Classes to B3 VERTICAL ABS: Moody's Cuts Rating on $5MM Notes to C from Caa1 VERTICAL COMPUTER: Malone & Bailey Raises Substantial Doubt VICORP RESTAURANTS: Panel Wants to Hire Milbank Tweed as Counsel VICORP RESTAURANTS: Can Hire Wells Fargo Trumbull as Claims Agent WASHINGTON MUTUAL: Moody's Holds 'BB+' Rating on Class B-5 Certs. WEST PANOLA: Case Summary & Two Largest Unsecured Creditors WORLD HEART: TSE Reviews Eligibility for Continued Listing XM SATELLITE: March 31 Balance Sheet Upside-Down by $1.1 Billion ZAIS INVESTMENT: Moody's Junks Baa1 Rating on $21MM Class C Notes ZIEGLER ENTERPRISES: Voluntary Chapter 11 Case Summary * S&P Downgrades Ratings on 59 Classes from 15 RMBS Transactions * S&P's Current Non-Default Ratings of US Corporates Falls by 23 * S&P Says Sharpened Top-Down Focus on Risk Mngt. is Essential * Massachusetts Q1 2008 Foreclosures Break Another Record * Kilpatrick Stockton and Muldoon Murphy Join Forces * Upcoming Meetings, Conferences and Seminars ********* ALLIANT TECHSYSTEMS: S&P Holds BB Ratings on Failed Acquisition --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'BB' corporate credit rating and 'BBB-' senior secured debt rating, on Alliant Techsystems Inc. The ratings are removed from CreditWatch, where they were placed with negative implications on Jan. 9, 2008. The outlook is stable. At the same time, Standard & Poor's raised its ratings on ATK's senior subordinated debt to 'BB-' from 'B+', one notch lower than the corporate credit rating. S&P assigned a '5' recovery rating, indicating that lenders can expect modest (10%-30%) recovery in the event of a payment default. "The affirmation follows the announcement that the Canadian regulatory authorities denied ATK's proposed acquisition of two divisions of MacDonald, Dettwiler and Associates Ltd.," said Standard & Poor's credit analyst Christopher DeNicolo. The proposed $1.3 billion acquisition would have been financed largely with debt, resulting in a significant deterioration in credit protection measures. However, the acquired units would have improved ATK's position in the satellite and space exploration markets. The acquisition was, by far, the largest attempted by ATK. The failure of the transaction to close will require a $6.6 million pretax charge to be taken in the fiscal 2008 fourth quarter (ended March 31, 2008). The ratings on ATK reflect a somewhat aggressively leveraged balance sheet, limited program diversity, and an active acquisition program, but benefit from leading market positions, satisfactory profitability, and a generally favorable environment for defense spending. ATK is the leading manufacturer of solid rocket motors for space-launch vehicles and strategic missiles and is second in the market for tactical missiles. In addition, the company is the largest provider of small-caliber ammunition to the U.S. military (14% of fiscal 2007 sales) and has strong positions in tank and other types of ammunition. Edina, Minnesota-based ATK's revenues have more than tripled since 2000 mostly as a result of a series of acquisitions that have improved product and program diversity, but also because of good organic growth. Acquisitions in the high-priority precision- guided munitions area have enabled the company to win key contracts for advanced guided missiles and mortars. Other acquisitions have bolstered ATK's R&D and hypersonic propulsion capabilities, and added new products such as satellite components and propellant tanks. S&P expect satisfactory profitability and cash flows, along with some debt reduction, to result in a steadily strengthening credit profile, despite possible share repurchases and likely small to moderate-size debt-financed acquisitions. S&P could revise the outlook to negative if leverage increases materially to fund a major acquisition. Although less likely, the outlook could be revised to positive if the company uses excess cash flows to materially reduce debt, resulting in a sustainable improvement in credit protection measures. ALLIANT TECHSYSTEMS: Fitch Holds Ratings on Terminated Deal ----------------------------------------------------------- Fitch has affirmed and removed the ratings of Alliant Techsystems from Rating Watch Negative following the announced termination of the acquisition of the Information Systems and Geospatial Services divisions of MacDonald, Dettwiler and Associates, Ltd. The ratings had been placed on Rating Watch Negative on Jan. 9, 2008. -- Issuer Default Rating at 'BB'; -- Senior secured term loan at 'BBB-'; -- Senior secured revolver at 'BBB-'; -- Convertible senior subordinated notes at 'BB-'; -- Senior subordinated notes at 'BB-'. Approximately $1.5 billion of debt outstanding is affected by the ratings. The Rating Outlook is Stable. On May 8, 2008, the Canadian Investment Review authorities provided their final decision on ATK's proposed acquisition of the Information Systems and Geospatial Services divisions of MDA for C$1.325 billion. The Canadian Minister of Industry denied permission for the sale to proceed and ATK has terminated the transaction. The company will take a $6.6 million pre-tax charge to earnings for transaction related expenses in 4FQ08. There are no substantial credit implications as a result of the sale not going through. The company's operating and financial profile remains within Fitch's expectations. ATK's ratings are supported by solid free cash flow and adequate credit metrics for the rating; high levels of spending for munitions and missile defense; ATK's position in the NASA budget; ATK's role as a sole source provider for over two-thirds of its sales to the US Government; and pension plan funding status. Concerns focus on leverage; potential budgetary pressures going forward, particularly for missile defense and NASA; a lack of diversity compared to other large and medium sized defense contractors; the amount of revenue generated by operations in Iraq and Afghanistan; and commodities exposure. The Stable Rating Outlook reflects the current strong defense spending environment, U.S. Army training requirements that should result in continued high usage of munitions, and the general level of the company's credit metrics for the rating category. AMBAC FINANCIAL: May Be Hit by Sinking 2nd Lien RMBS, Moody's Says ------------------------------------------------------------------ Moody's Investors Service published a special comment entitled "U.S. Subprime Second Lien RMBS Rating Actions Update", which highlights the persistent poor performance and continued downward rating migration among 2005-2007 vintage second lien mortgage securities. Moody's notes that financial guarantors have significant exposure to second lien RMBS, primarily through guaranties on direct RMBS transactions, and to a lesser extent, through exposure to ABS CDOs, where second lien RMBS securities typically constitute less than 5% of collateral within such CDOs. Moody's loss expectations for this asset class are higher than previously anticipated, owing to worse-than-expected performance trends. This could have material implications for the estimated capital adequacy of financial guarantors most exposed to this risk. In recent announcements of first-quarter 2008 earnings, MBIA and Ambac both reported material credit impairment losses on ABS CDOs and loss reserve charges on direct RMBS exposures, including second lien securitizations. Moody's said that incurred losses within both firms' direct RMBS and ABS CDO portfolios are now meaningfully higher than the rating agency's prior expected-case loss estimates, elevating existing concerns about capitalization levels relative to the Aaa benchmark. Moody's intends, in the short term, to assess whether worsening performance in this sector is likely to be material for exposed financial guarantors, and will update the market as appropriate. In its report published earlier, Moody's notes that based on losses to date, the level of serious delinquency, and the remaining unpaid pool balances on rated second lien transactions, the rating agency has increased its loss projections on loan pools backing subprime second lien RMBS. Moody's now expects 2005 vintage subprime second lien pools to lose 17% on average, 2006 vintage pools to lose 42% on average, and 2007 pools to lose 45% on average. However, Moody's expectations on individual transactions can vary significantly around these average loss estimates, based on the quarter of origination and deal- and issuer specific characteristics, with the worst performing deals issued in 2006/2007 now expected to lose more than 60% of their original pool balance. AMERICAN MORTGAGE: March 31 Balance Sheet Upside-Down by $23MM -------------------------------------------------------------- American Mortgage Acceptance Company reported on Friday financial results for the first quarter ended March 31, 2008. At March 31, 2008, the company's consolidated balance sheet showed $576.4 million in total assets and $599.4 million in total liabilities, resulting in a $23.0 million total stockholders' deficit. The company reported a net loss of $29.0 million on interest income and other revenues of $10.7 million for the first quarter ended March 31, 2008, compared with net income of $5.2 million on interest income and other revenues of $12.5 million in the same period last year. Results for the first quarter of 2007 includes income from discontinued operations of $3.5 million associated with the company's economic interest in the Concord portfolio which was sold to an affiliated party in 2007. The decline in revenues during the three months ended March 31, 2008, as compared to the same period in 2007, resulted primarily from the sale of assets during the latter half of 2007 and the beginning of 2008 as a result of current market conditions and short-term liquidity issues. AMAC's net loss for the three months ended March 31, 2008, were impacted by impairments recorded for certain of the company's mortgage loans and the declines in the fair value of the company's Commercial Mortgage-Backed Securities (CMBS) investments totaling $26.5 million, as well as losses incurred upon the termination of certain interest rate swaps totaling $2.6 million. During 2008, the company terminated certain swap contracts resulting in $7.5 million of termination costs, of which $2.6 million are recorded in "other losses" in 2008. The balance in 2007 relates to the change in the fair value of free-standing derivatives. "With the continued market volatility, AMAC incurred further losses from mark-to-market adjustments of certain investments this quarter," said J. Larry Duggins, chief executive officer and president of AMAC. "We continue to focus on stabilizing AMAC's balance sheet, de-leveraging and exploring all strategic options to preserve the value of our company." 2007 Audit Report of Deloitte & Touche As reported in the Troubled Company Reporter on April 9, 2008, Deloitte & Touche LLP, in New York, said that developments in the credit markets have reduced the company's liquidity. Declining interest rates coupled with widening credit spreads have led to reduced asset values. In order to meet margin calls on the company's leveraged assets, the company has been required to sell assets and record losses. Further reductions in asset values or further margin calls may require the company to continue to sell assets and realize further losses. As a result, the company has suspended investment activity in order to manage liquidity until market conditions improve. Sources of Funds As of March 31, 2008, the company's credit facilities consisted of repurchase facilities and a related party line of credit. The company had $1.2 million available to borrow from its related party line of credit, subject to approval of Centerline Holding Company. A) Repurchase Facilities At March 31, 2008, the company had total outstanding borrowings of $79.5 million under its repurchase facilities with Citigroup and Bear Stearns. For the quarter ended March 31, 2008, there were net cash payments of $12.5 million due to margin calls/margin receipts on the company's repurchase facilities. Should market interest rates and/or prepayment speeds on the company's investments continue to increase, margin calls on its repurchase agreements could substantially increase, causing an adverse change in the company's liquidity position and strategy. B) Related Party Line of Credit The company finances its remaining investing and operating activity primarily through borrowings from its $80.0 million with Centerline Holding Company. As of March 31, 2008, the amount outstanding was $78.8 million with an interest rate of 5.70%. As of March 31, 2008, the company failed to meet certain of its covenant compliance requirments on its related party line of credit, causing it to be in default of the loan agreement. While the company has not been called upon to repay this facility, there can be no assurance that the company will not be, nor whether the company will be able to extend the facility upon expiration. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2bd9 About American Mortgage Headquartered in New York, American Mortgage Acceptance Company (AMEX: AMAC) -- http://www.americanmortgageco.com/-- is a real estate investment trust that specializes in originating and acquiring mortgage loans and other debt instruments secured by multifamily and commercial properties throughout the United States. The company invests in mezzanine, construction and first mortgage loans, subordinated interests in first mortgage loans, bridge loans, subordinate commercial mortgage backed securities, and other real estate assets. ALBERS MFG: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Albers Manufacturing Company, Inc. 85 North Central Drive O'Fallon, MO 63366 Bankruptcy Case No.: 08-43324 Type of Business: The Debtor manufactures customized electrical enclosures and cooling towers. See http://www.albers-mfg.com/ Chapter 11 Petition Date: May 8, 2008 Court: Eastern District of Missouri (St. Louis) Debtor's Counsel: Peter D. Kerth, Esq. Gallop, Johnson & Neuman, L.C. 101 S. Hanley, Suite 1600 St. Louis, MO 63105 Tel: (314) 615-6000 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's 19 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Wesco Distribution, Inc. $338,228 2820 Market Street Saint Louis, MO 63103 Joseph T. Ryerson & Son, Inc. $248,667 #5 Clinton Street Box 527 Saint Louis, MO 63102 Rockwell Automation $210,069 3196 Riverport Tech Center Drive Maryland Heights, MO 63043 French Gerleman $207,712 2446 Schuetz Road Maryland Heights, MO 63043 Copper & Brass Sales, Inc. $126,880 P.O. Box 77040 Detroit, MI 48277 Central Steel & Wire Co. $71,090 3000 West 51st Street Chicago, IL 60632-2122 Exact Softward-ERP-NA, Inc. $56,755 7701 York Avenue, South Suite 350 Minneapolis, MN 55435-5832 Performance Powder Coating, LLC $56,644 8838 Frost Avenue Saint Louis, MO 63134 Cincinnati Fan & Ventilator Co. $54,410 P.O. Box 640338 Cincinnati, OH 45264-0338 ITRON, Inc. $51,652 Attn: Shawnee Carroll/Logistics 313 N. Highway 11 West Union, SC 29696 States Division of Megger $49,456 4271 Bronze Way Dallas, TX 75237 Finn-Power International, Inc. $44,994 555 W. Algonquin Rd. Arlington Heights, IL 60005 US Metals & Supply, Inc. $42,186 311 S. Sarah St. Saint Louis, MO 63110 Tecumseh Compressor Company $40,913 100 East Patterson Street Tecumseh, MI 49286 Metals USA Carbon Flat Rolled $40,218 1070 West Liberty Street P.O. Box 999 Wooster, OH 44691-0999 BKD, LLP $37,330 120 West 12th Street, Suite 1200 Twelve Wyandotte Plaza Kansas City, MO 64105-1936 Eaton Electrical $35,465 1000 Cherrington Parkway Coraopolis, PA 15108 Cooper B-Line, Inc. $30,300 509 West Monroe Street Highland, IL 62249 ANTHEM $23,609 1831 Chestnut St. Saint Louis, MO 63103 ALEXANDER VISTA: Case Summary & Nine Known Creditors ---------------------------------------------------- Debtor: Alexander Sales Vista 2181 Caraway Court Corona, CA 92879 Bankruptcy Case No.: 08-15261 Type of Business: The Debtor previously filed for chapter 11 protection on July 6, 2006 (Bankr. C.D. Calif. Case No. 06-11700) and April 9, 2008 (Bankr. C.D. Calif. 08-13815). Chapter 11 Petition Date: May 7, 2008 Court: Central District of California (Riverside) Judge: Meredith A. Jury Debtor's Counsel: Todd B. Becker, Esq. Law Offices of Todd B. Becker 3750 E. Anaheim Street, Suite 100 Long Beach, CA 90804 Tel: (562) 495-1500 Fax: (562) 494-8904 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's Nine Known Creditors: Entity Claim Amount ------ ------------ ADP Unknown 7000 Village Drive Buena Park, CA 90621 EDD Unknown 1180 Palmyrita Avenue B P.O. Box 5 Riverside, CA 92517 Franchise Tax Board Unknown P.O. Box 942867 Sacramento, CA 94267-0001 Internal Revenue Service Unknown P.O. Box 21126 Philadelphia, PA 19114 Jennifer Roberts Unknown 12103 Sylvan Street North Hollywood, CA 91626 Knapp Petersen & Clarke Unknown 500 N. Brand Blvd., 20th Floor Glendale, CA 91203-1904 Schaeffer Funds, LLC Unknown c/o Hogan, Rosen, Beckham & Coren, LLP 23975 Park Sorrento, Ste 200 Calabasas, CA 91302-4001 United States Attorney's Office Unknown Tax Division Room 2315 Federal Building 300 N. Los Angeles St. Los Angeles, CA 90012 United States Department of Justice Unknown Tax Division Civil Trial Section, Western Region P.O. Box 683, Ben Frankllin Station Washington D.C. 20044 AMY ARBUCKLE: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtors: Amy F. Arbuckle and Gary Arbuckle, Jr. 908 Linden Avenue Oak Park, IL 60302 Bankruptcy Case No.: 08-09778 Type of Business: Amy F. Arbuckle is a meteorologist working for WFLD TV while Gary Arbuckle, Jr., owns Arbuckle Chiropractic, P.C. Chapter 11 Petition Date: April 21, 2008 Court: Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: Forrest L. Ingram, Esq. Forrest L. Ingram, P.C. 79 W. Monroe Street, Suite 900 Chicago, IL 60603 Tel: (312) 759-2838 Fax: (312) 759-0298 Total Assets: $1,555,050 Total Debts: $1,866,159 Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sallie Mae 3rd Party Lease Educational $53,102 Attn: Claims Department P.O. Box 9400 Wilkes Barre, PA 18773 Countrywide Home Lending 306 Penbree Circle, $48,735 Attention: Bankruptcy SV-314B Bala Cynwyd, Pa. P.O. Box 5170 (single family Simi Valley, CA 93062 home) Value of security: $470,000 Value of Senior Lien: $468,982 Chase Credit Card $33,286 Attn: Bankruptcy Department P.O. Box 100018 Kennesaw, GA 30156 Wells Fargo Bank Line of Credit $17,765 Credit Card $12,013 GE Healthcare Financial Personal guarantee $23,953 Services of equipment lease for Arbuckle Chiropractic, P.C. American Express Credit Card $20,140 AES/University of Pennsylvania Educational $19,393 PNC Bank Personal guarantee $13,579 of line of credit for Arbuckle Chiropractic, P.C. Bank of America Credit Card $10,313 CBC/AES/Keystone Best Educational $10,000 THD/CBSD Credit Card $8,565 U.S. Small Business Personal loan $7,494 Administration Citibank Credit Card $4,853 BCE INC: Quebec Court of Appeal Order on Privatization Forthcoming ------------------------------------------------------------------ Revenue growth and disciplined cost control at Bell led to steady financial performance as BCE Inc. (TSX, NYSE: BCE), Canada's largest communications company, reported last week results for the first quarter of 2008. "During the quarter, we made good progress on the completion of the privatization transaction and delivered solid financial results, consistent with our plan for the year," said Michael Sabia, Chief Executive Officer of Bell Canada. "With respect to the privatization transaction, the Quebec Superior Court approved the plan of arrangement and dismissed the debentureholders' lawsuits. The Quebec Court of Appeal hearing has concluded and the court has indicated that it expects to render a decision expeditiously. Subject to meeting certain conditions, we will have received CRTC and Industry Canada approvals and expect the closing of this transaction before the end of Q2 2008." The Troubled Company Reporter reported on April 11, 2008, that Industry Minister Jim Prentice approved the proposed acquisition of BCE Inc. by an investor group led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners Inc., Madison Dearborn Partners LLC, and Merrill Lynch Global Private Equity. On March 31, the TCR disclosed that the Canadian Radio-television and Telecommunications Commission also approved the proposed acquisition, subject to certain conditions being met. "In addition, Bell had its best operating revenue growth in over two years along with steady EBITDA growth. BCE's earning per share before special items grew by 9.6%," Mr. Sabia said. Bell's operating revenues grew 2.3% this quarter to $3,663 million as growth in wireless, video, data and equipment and other revenues more than offset declines in local and access and long distance revenues. Bell's EBITDA grew by 2.8% to $1,421 million due to a focus on profitability, cost containment, ARPU growth and lower pension costs. Bell's operating income was $471 million, or 34% lower than last year due to higher restructuring and other charges which included a $236 million charge related to the CRTC's approval of the use of deferral account funds for the uneconomic expansion of broadband service to an additional 86 communities. "In our wireline business, this is the first quarter in over two years that operating revenues have held steady," said George Cope, President and Chief Operating Officer of Bell Canada. "Wireline EBITDA also showed strength with growth of 3.3% based on a strong performance from our Enterprise and Video units along with lower labour and pension costs. In addition, significant growth in winbacks led to fewer residential line losses." Growth in customer winbacks and the success of The Bell Better Home(TM) marketing program led to another quarter of year-over- year improvement in the rate of residential line (NAS) losses. Total NAS declined by 10.4% over the last twelve months. However, normalized for the previously announced loss of a major wholesale customer, and an adjustment to our residential NAS base following a review of historical records total NAS declined by 6.6%. "We continued to make operating progress this quarter with a record Q1 for wireless gross activations. We were pleased that the momentum we built in the second half of 2007 in acquiring wireless subscribers continued this quarter and that 82% of our net activations were on postpaid rate plans. Customers responded to our offers and our wide array of new full-function smartphones. However, the high level of these activations and increased spending on customer retention and handset upgrades had an impact on our wireless EBITDA growth this quarter," Mr. Cope said. The Bell Wireless segment had 351,000 gross activations, or 18.6% more than last year. Net activations this quarter were 34,000, significantly higher than the 13,000 net activations experienced in Q1 2007. Total Bell Wireless operating revenues increased by 8.7% and blended ARPU increased by $0.74 to $52.32. Bell invested $456 million of capital this quarter, or $85 million less than last year, with a continued focus on key priorities including improving the customer experience, enhancing the wireless network, and continuing the expansion of the Fibre-to- the-node (FTTN) program. Financial Highlights -------------------------------------------------------------- Q1 2008 Q1 2007 % change ($ millions except per share amounts) (unaudited) -------------------------------------------------------------- Bell(i) Operating Revenues $3,663 $3,579 2.3% -------------------------------------------------------------- BCE(ii) Operating Revenues $4,391 $4,385 0.1% -------------------------------------------------------------- Bell EBITDA $1,421 $1,382 2.8% -------------------------------------------------------------- BCE EBITDA $1,750 $1,743 0.4% -------------------------------------------------------------- Bell Operating Income(iii) $471 $714 (34.0%) -------------------------------------------------------------- BCE Operating Income $647 $921 (29.8%) -------------------------------------------------------------- BCE Cash From Operating Activities $894 $968 (7.6%) -------------------------------------------------------------- BCE Free Cash Flow(3) ($75) ($157) 52.2% -------------------------------------------------------------- BCE EPS $0.32 $0.62 (48.4%) -------------------------------------------------------------- BCE EPS before restructuring and other and net gains on investments $0.57 $0.52 9.6% -------------------------------------------------------------- (i) Bell includes the Bell Wireless and Bell Wireline segments. (ii) BCE's results for Q1 2007 include Bell, Bell Aliant and Telesat while BCE's results for Q1 2008 include only Bell and Bell Aliant. (iii) Bell operating income for Q1 2008 includes a $236 million charge related to the CRTC's approval of the use of deferral account funds for the uneconomic expansion of broadband service to an additional 86 communities. On October 31, 2007, BCE completed the sale of Telesat. Accordingly, BCE's results for Q1 2008 no longer reflect Telesat's financial results while BCE's results for Q1 2007 include Telesat's results for the full quarter. BCE's operating revenue grew to $4,391 million this quarter, or 0.1% higher than last year as revenue growth at Bell and Bell Aliant was offset by the loss of Telesat's contribution to revenue. Similarly, BCE's EBITDA grew 0.4% to $1,750 million as Bell's and Bell Aliant's EBITDA growth this quarter was offset by the loss of Telesat's contribution to EBITDA. BCE's operating income decreased by 29.8% to $647 million due to higher restructuring and other charges at Bell and the loss of Telesat's contribution to operating income. BCE's cash from operating activities decreased by 7.6% to $894 million this quarter due mainly to a decrease of $55 million in the securitization of accounts receivable at Bell Aliant. BCE's free cash flow improved to negative $75 million this quarter from negative $157 million in Q1 2007 due primarily to lower capital spending. BCE's net earnings per share (EPS) was $0.32 for the quarter compared to $0.62 for the same period last year. The decrease relates to higher restructuring and other charges, mainly due to a $236 million charge related to the CRTC's approval of the use of deferral account funds for the uneconomic expansion of broadband service to an additional 86 communities, and higher depreciation and amortization expense. EPS before restructuring and other and net gains on investments was $0.57 in the quarter, or 9.6% higher than $0.52 in Q1 of 2007 as higher EBITDA and lower tax and interest expense more than offset higher depreciation and amortization expense. * Bell Wireline Segment The Bell Wireline segment had stable revenues and continued to reduce the number of residential NAS losses this quarter. -- Bell Wireline operating revenues increased by 0.1% to $2,639 million this quarter as gains in video, data and equipment and other revenues offset decreases in local and access and long distance revenues. This is the first quarter in over two years that Bell Wireline operating revenues have not declined. -- Bell Wireline EBITDA increased by 3.3% to $1,011 million as cost savings, lower net benefit plans costs and pricing initiatives more than offset the ongoing erosion of our NAS customer base. Bell WirelineEBITDA margin improved by 1.2 percentage points to 38.3%. -- Bell Wireline operating income was $178 million this quarter, a decrease of 58% due to higher restructuring and other charges, related mainly to the CRTC's approval of deferral accounts funds to be used for the uneconomic expansion of broadband service, and higher depreciation and amortization expense. -- Local and access revenues declined by 6.8% to $848 million due to ongoing NAS erosion. -- After an adjustment of 44,000 lines following a review of historical records, residential NAS declined by 106,000 this quarter, an improvement over the decline of 131,000 experienced last year reflecting the continued growth in customer winbacks and the effectiveness of The Bell Better Home(TM) marketing campaign. -- Total NAS declined by 10.4% over the last twelve months. However, when normalized for the loss of a major wholesale customer and the adjustment to residential NAS, total NAS line losses were 119,000 this quarter compared with 153,000 in the same period last year, representing a year-over-year decline of 6.6%. -- Long distance revenues declined by 3.9% to $298 million this quarter due mainly to ongoing NAS erosion partly offset by pricing initiatives. This is the ninth consecutive quarter that long distance revenue erosion rates have improved. -- Data revenues increased 3.1% to $921 million this quarter due to growth in Internet revenues and higher IP Broadband revenues partly offset by the further erosion of legacy data services. -- High-speed Internet subscribers grew by 4.2% to 2,014,000 with 10,000 net activations during the quarter. -- Video revenues increased by 13.4% to $356 million this quarter due largely to an ARPU increase of $8 to $65. -- Video EBITDA increased by 40% to $77 million this quarter due to higher ARPU and cost containment. -- Total video subscribers increased by 1,000 this quarter to reach 1,823,000, or 0.1% lower than last year. -- Video subscriber churn was stable at 1.1%. * Bell Wireless Segment The Bell Wireless segment had its best ever Q1 for gross activations. -- Total gross activations were 351,000 this quarter, or 18.6% higher than last year. -- Total net activations were 34,000 this quarter, a significant improvement compared to the 13,000 net activations in Q1 last year. Approximately 82% of the net activations this quarter were postpaid. -- The Bell Wireless client base reached 6,250,000, up 7.4% over last year. -- Blended churn of 1.6% was unchanged from Q1 2007. Postpaid churn increased by 0.1 percentage points to 1.3% while prepaid churn decreased by 0.1 percentage points to 2.8%. -- Total Bell Wireless operating revenues grew 8.7% to $1.04 billion due to a larger subscriber base and stronger equipment sales. Wireless network revenues increased by 7.4% to $955 million and wireless equipment revenues grew by 29.8% to $74 million due to higher gross activations and customer upgrades. -- Bell Wireless EBITDA grew by 1.7% to $410 million this quarter as higher revenues were partly offset by the costs associated with higher levels of gross activations and customer upgrades. -- EBITDA margins on network revenues this quarter decreased by 2.4 percentage points to 42.9% this quarter. -- Bell Wireless operating income increased by 0.7% to $293 million this quarter. -- Blended and postpaid ARPU remained relatively stable at $52 and $64 respectively while prepaid ARPU increased $2 to $17. -- Cost of acquisition decreased by 5.7% to $396 per gross activation, reflecting lower marketing expenses and higher gross activations. * Bell Aliant Regional Communications Bell Aliant's revenues increased 1.6% this quarter to $865 million due to growth in Internet, data and IT services offsetting declines in local and access and long distance services. Operating income was $176 million, or 1.1% lower than the previous year due to higher depreciation and amortization expense. * Telesat With the sale of Telesat on October 31, 2007, BCE's results for Q1 2008 no longer include Telesat's financial results. In Q1 2007, Telesat had revenues of $122 million and operating income of $38 million. About BCE Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) -- http://www.bce.ca/-- is a communications company, providing comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada and an interest in CTVglobemedia. Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary of BCE Inc. Bell offers integrated information and communications technology services to businesses and governments, and is the Virtual Chief Information Officer to small and medium businesses. * * * As reported in the Troubled Company Reporter on Dec. 14, 2007, Standard & Poor's Ratings Services kept its ratings on BCE Inc. and its related entities on CreditWatch with negative implications, pending the completion of the company's leveraged buyout by a consortium of private equity investors led by Teachers Private Capital as announced on June 30, 2007. As a result of the proposed LBO, S&P expect reported debt to increase to about CDN$37 billion from about CDN$10 billion at Sept. 30, 2007. As reported in the Troubled Company Reporter on Sept. 26, 2007, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada to 'BB-' from 'A-'. BEAZER HOMES: Files Fiscal Year 2007 Financial Statements --------------------------------------------------------- Beazer Homes USA, Inc. (NYSE: BZH) filed its annual report on Form 10-K for the year ended September 30, 2007, quarterly report on Form 10-Q for the quarter ended June 30, 2007 and amended quarterly reports on Forms 10-Q/A for the quarters ended December 31, 2006 and March 31, 2007. These reports reflect the completed restatement of certain prior periods' financial statements resulting from the findings of the previously announced independent investigation by the Audit Committee of the Board of Directors. In conjunction with these filings, the Company released its financial results for the quarter and year ended September 30, 2007. The Company currently expects to report financial results and file quarterly reports on Forms 10-Q for the quarters ended December 31, 2007 and March 31, 2008 on, or prior to, May 15, 2008. At that time, the Company also expects to schedule a conference call to discuss its financial results for the first half of fiscal 2008. Restatement As previously announced, during the course of its independent investigation, the Audit Committee determined that the Company's mortgage origination practices related to certain loans in prior periods violated certain applicable federal and/or state origination requirements. The Audit Committee also discovered accounting errors and/or irregularities that required restatement resulting primarily from (1) inappropriate accumulation of reserves and/or accrued liabilities associated with land development and house costs ("inventory reserves") and the subsequent improper release of such reserves and accrued liabilities and (2) inaccurate revenue recognition with respect to certain model home sale lease-back transactions. During the course of the investigation, a continuing interest in the potential appreciation of model homes sold in these model home sale lease- back transactions was identified. Due to this continuing interest, these transactions did not qualify for sale-leaseback accounting and, instead should have been accounted for as financing transactions. The restatement of these transactions will relate primarily to timing differences that have had and will have the effect of shifting revenue and income from the date of the original transaction to the future period in which the 'leases' are terminated. In conjunction with the restatement of the items above, corresponding capitalized interest, capitalized indirect costs, and income tax adjustments were made to the consolidated financial statements as these balances were impacted by the aforementioned adjustments. Other adjustments were made to the consolidated financial statements and condensed consolidated financial statements relating to corrections of errors, some previously identified but historically not considered to be material to require correction and some discovered as part of the restatement process. Further detail on these other adjustments is available in the reports filed with the Securities and Exchange Commission. As a result of these errors and irregularities, the fiscal 2007 Form 10-K includes restated consolidated financial statements for fiscal 2005 and 2006 and restated Selected Financial Data for fiscal years 2003 and 2004. In addition, the cumulative effect of errors and irregularities attributed to periods prior to October 1, 2002 has been reflected in Selected Financial Data as an increase to retained earnings at September 30, 2002 of $24.8 million for fiscal years 1998 -- 2002. The table reconciles net income "as previously reported" to net income "as restated" for fiscal years 2003 - 2006 (in thousands): Net Income, As Net Income, Previously Reported As Restated ------------------- ----------- Fiscal Year Adjustments ----------- ----------- 2003 $172,745 $(971) $171,774 2004 235,811 10,365 246,176 2005 262,524 13,375 275,899 2006 388,761 (19,925) 368,836 Taking into account the entire restatement period through fiscal year 2006, the cumulative effect of the matters arising from the restatement is a $27.6 million increase in retained earnings, shown below (in thousands): Cumulative Fiscal Year(s) Restatement Impacts Impact -------------- ----------- Retained Earnings at September 30, 2006, as reported $1,362,958 Restatement adjustments: Inventory Reserves 1998-2006 40,183 Model Home Sale-Leaseback 2001-2006 (21,950) Other 1998-2006 7,895 Benefit From Income Taxes 1998-2006 1,466 Cumulative Impact of Restatement Adjustments 27,594 Retained Earnings at September 30, 2006, as restated $1,390,552 The fiscal 2007 quarterly reports include restated condensed consolidated financial statements for the comparative periods of fiscal 2007 and 2006. Fiscal 2007 is not included in the table above because the Company has not previously filed audited financial statements for fiscal 2007 and therefore fiscal 2007 is not included as an annual restatement period. The restatement process did, however, lead to the restatement of the financial results previously reported for the quarters ended December 31, 2006 and March 31, 2007. These changes resulted in part from the inventory reserves, model home sale-leaseback transactions and other adjustments discussed above. More significantly, however, there were increases in pre-tax inventory impairment charges of $20.4 million and $25.4 million for the quarters ended December 31, 2006 and March 31, 2007, respectively. These increases to inventory impairment charges resulted from both the impact on inventory balances as a result of the aforementioned inventory adjustments and the correction of certain capitalized interest and indirect cost inputs into the cash flow models used to assess and calculate inventory impairments. Total adjustments to net income for the first two quarters of fiscal 2007 are shown below (in thousands): Net Loss, As Net Loss, Previously Reported As Restated ------------------- ----------- Quarter Adjustments ------- ----------- Q1 2007 ($59,006) ($20,897) ($79,903) Q2 2007 ($43,089) ($14,102) ($57,191) Identification of Control Deficiencies and Remediation Steps The Company's management performed an assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2007. Management concluded that, as of September 30, 2007, the Company did not maintain effective internal control over financial reporting because of the identification of material weaknesses in its internal control over financial reporting. Further details including control deficiencies which constituted material weaknesses as of September 30, 2007, are available in Item 9A. Controls and Procedures of the 2007 Form 10-K filed. The Company's management is committed to achieving and maintaining a strong control environment and an overall tone within the organization that empowers all employees to act with the highest standards of ethical conduct. In addition, management remains committed to the process of developing and implementing improved corporate governance and compliance initiatives. The current management team has been actively working on remediation efforts to address the material weaknesses, as well as other identified areas of risk. Key elements of the remediation efforts include, but are not limited to: * Appointment of a Compliance Officer in November 2007 responsible for implementing and overseeing the Company's enhanced Compliance Program. * Revision, adoption, disclosure and distribution of an amended Code of Business Conduct and Ethics in March 2008; launching of comprehensive training program in April 2008 that emphasizes adherence to and the vital importance of the Code of Business Conduct and Ethics in which all employees are required to participate. * Transfer of administration of Ethics Hotline from officers of the Company to an independent third party company in March 2008. * Withdrawal from the mortgage business in February 2008. * Termination of the former Chief Accounting Officer and appropriate action, including termination of employment, against other business unit employees who violated the Code of Business Conduct and Ethics, the hiring of a new, experienced Chief Accounting Officer in February 2008, creation of Regional CFO positions, and changes in role of business unit financial controllers. * Reorganization of field operations to concentrate certain financial functions into Regional Accounting Centers in order to allow a greater degree of control and consistency in financial reporting practices. * Taking or planning to take in the near term the following actions by the new Chief Accounting Officer and Regional CFOs: -- conducting reviews of accounting processes to incorporate technology improvements; -- formalizing the process, analytics, and documentation around the monthly analysis of actual results against budgets and forecasts; -- improving quality control reviews within the accounting function; and -- formalizing and expanding the documentation of the Company's procedures for review and oversight of financial reporting. * Development and/or clarification of existing accounting policies related to estimates involving significant management judgments, as well as other financial reporting areas. * Allocation of additional resources within the Audit and Controls department to the review of financial reporting policies, process, controls, and risks. Ongoing External Investigations As previously disclosed, the Company and its subsidiary, Beazer Mortgage Corporation are under investigations by the United States Attorney's Office in the Western District of North Carolina, as well as and other state and federal agencies, concerning the matters that have been the subject of the Audit Committee's independent investigation. In addition, the Company received from the Securities and Exchange Commission a formal order of private investigation to determine whether Beazer Homes and/or other persons or entities involved with Beazer Homes have violated federal securities laws, including, among others, the anti-fraud, books and records, internal accounting controls, periodic reporting and certification provisions thereof. The Company is fully cooperating with these investigations which are ongoing. The Company cannot predict or determine the timing or final outcome of the investigations or the effect that any adverse findings in the investigations may have on it. The Company intends to attempt to negotiate a settlement with prosecutors and regulatory authorities with respect to the mortgage origination issues that would allow us to quantify our exposure associated with reimbursement of losses and payment of regulatory and/or criminal fines, if they are imposed. However, no settlement has been reached with any regulatory authority and the Company believes that although it is probable that a liability exists related to this exposure, it is not reasonably estimable at this time. Fiscal Fourth Quarter and Full Year 2007 Financial Results The Company also announced its financial results for the quarter and year ended September 30, 2007. These results reflect the aforementioned restatement for applicable periods. Summary results of the quarter and year, some of which had been previously disclosed on a preliminary basis, are: * Quarter Ended September 30, 2007 Reported net loss of ($155.2) million, or ($4.03) per share, including pre-tax charges related to inventory impairments and abandonment of land option contracts of $212.0 million, goodwill impairments of $23.0 million, and impairments in joint ventures of $25.5 million. For the fourth quarter of the prior fiscal year, net income totaled $83.7 million, or $1.99 per diluted share. Home closings: 3,949 homes, compared to 6,268 in the fourth quarter of the prior year. Total revenues: $1.10 billion, compared to $1.83 billion in the fourth quarter of the prior year. New orders: 982 homes, compared to 1,921 in the fourth quarter of the prior year. Net cash provided by operating activities: $387.3 million, compared to $237.7 million in the fourth quarter of the prior year. * Year Ended September 30, 2007 Reported net loss of $(411.1) million, or $(10.70) per share, including pre-tax charges related to inventory impairments and abandonment of land option contracts of $611.9 million, goodwill impairments of $52.8 million and impairments in joint ventures of $28.6 million. For the prior fiscal year, net income totaled $368.8 million, or $8.44 per diluted share. Home closings: 12,020 homes, compared to 18,361 in the prior year. Total revenues: $3.49 billion, compared to $5.36 billion in the prior year. New orders: 9,903 homes, compared to 14,191 in the prior year. Net cash provided by operating activities: $509.4 million, compared to net cash used in operating activities of $378.0 million in the prior year. * As of September 30, 2007 Cash and cash equivalents: $459.5 million (including $5.2 million of restricted cash) Net debt to capitalization: 51.4% Backlog: 2,985 homes with a sales value of $838.8 million compared to 5,102 homes with a sales value of $1.56 billion as of September 30, 2006. Subsequent to September 30, 2007, the Company has repaid approximately $95 million in secured notes, pledged $107.0 million to collateralize its outstanding letters of credit and paid a consent fee to holders of its Senior Notes and Senior Convertible Notes and related expenses totaling $21.0 million. As of February 2008, cash pledged to collateralize letters of credit was released and replaced with real estate assets. About Beazer Homes Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) -- http://www.beazer.com/-- is a single-family homebuilder with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia. The company also provides mortgage origination and title services to its homebuyers. * * * As reported in the Troubled Company Reporter on March 7, 2008, Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default Rating and other outstanding debt ratings as, including IDR to 'B+' from 'BB-'; Senior notes to 'B/RR5' from 'BB-'; Convertible senior notes to 'B/RR5' from 'BB-'; and Junior subordinated debt to 'CCC+/RR6' from 'B'. Fitch has assigned a Recovery Rating to Beazer's Secured revolving credit facility of 'BB/RR1' . The TCR said on Feb. 19, 2008, that Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured note ratings on Beazer Homes USA Inc. to 'B' from 'B+'. The ratings remain on CreditWatch, where they were placed with negative implications on Aug. 14, 2007. The TCR reported on May 8, 2008, that Beazer Homes USA Inc. stated in a filing with the Securities and Exchange Commission that it received a default notice from The Bank of New York Trust Company National Association, the trustee under the indenture governing the company's outstanding $103.1 million unsecured junior subordinated notes due July 2036. The notice alleges that the company is in default under the indenture because the company has not provided certain required information, including its annual audited and quarterly unaudited financial statements. BELL CP: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: Bell CP, Ltd. 900 RR 620 S., Ste. C101-183 Lakeway, TX 78734 Bankruptcy Case No.: 08-32210 Chapter 11 Petition Date: May 5, 2008 Court: Northern District of Texas (Dallas) Debtor's Counsel: Marvin E. Sprouse, III Jackson Walker, LLP 100 Congress Ave., Ste. 1100 Austin, TX 78701 Tel: (512) 236-2088 Email: msprouse@jw.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor does not have any creditors who are not insiders. BIG ROC TOOLS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Big Roc Tools, Inc. 1050 W. Katella Ave. Unit C Orange, CA 92867 Bankruptcy Case No.: 08-12407 Type of Business: The Debtor manufactures automotive tools & power tools. Chapter 11 Petition Date: May 5, 2008 Court: Central District Of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Michael B. Reynolds, Esq. Snell & Wilmer, LLP 600 Anton Blvd. Ste. 1400 Costa Mesa, CA 92626 Tel: (714) 427-7000 Email: mreynolds@swlaw.com http://www.swlaw.com/ Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DBS Bank loan $2,953,746 445 S. Figueroa St. Ste. 3550 Los Angeles, CA 90071 John & Shirley Tsai loan $800,000 1612 Holly Ave. Arcadia, CA 91007 Xiaoshan I/E Trading Co., Ltd. trade debt $425,366 Flat 4 No. 398 Huiyuan Building South Tonghui Rd. Xiaoshan Hangzhou Zhejiang China 311200 Mansion Tools trade debt $300,000 3870 Delta Ave. Rosemead, CA 91770 Hsin Tsai Trust loan $140,000 Hangzhou Yuhang Foreign trade debt $172,927 Trading, Inc. Anhul Guangde Zhongding trade debt $98,632 Automobile Rico Tools Co., Ltd. trade debt $82,093 Jiaxing Datong Machinery Plant trade debt $73,825 Changzhou Leader Tools Co., trade debt $69,362 Ltd. Yongkang Xieheng Industry trade debt $61,231 Qingdao Ligon Machine Co., trade debt $50,798 Ltd. Sino-American Jiaxeng Golden trade debt $57,763 Roc Zhejiang Ruian Yinhong Lock trade debt $50,510 Tools Co. Zhejiang Second Light Industry trade debt $37,271 I/E Zhejiang Dinsi Electronic Co., trade debt $34,032 Ltd. C&S International Trading Co., trade debt $33,560 Ltd. New Mansion Enterprise Co., trade debt $31,910 Ltd. Quanzhou Hongfan Craft Co., trade debt $31,433 Ltd. Xian Brightway International trade debt $26,184 Trading, Inc. BLUE WATER: Files Chapter 11 Plan, Mulls Sale of Business --------------------------------------------------------- Blue Water Automotive Systems, Inc., BWAS Holdings, Inc., Blue Water Plastics Mexico, Ltd., BWAS Mexico, LLC, and Blue Water Automotive Systems Properties, LLC, filed with the United States Bankruptcy Court Eastern District of Michigan on May 9, 2008, a Joint Plan of Liquidation, which contemplates the going concern sale of the business to pay off claims from the proceeds of the sale. The Debtors have yet to file their liquidation analysis. The Debtors, however, have compared their prospects as an ongoing business enterprise with the estimated recoveries to creditors in a liquidation scenario and concluded that the recovery for holders of allowed claims would be maximized in a sale and liquidation. To avoid the dissipation of value that would come through the threatened resourcing of product by some customers, the Debtors negotiated non-resourcing agreements with participating customers General Motors Corp., Chrysler LLC and certain affiliates, and Ford Motor Company. The proceeds of the sale will be distributed to Citizens Bank, the lender of the $35,000,000 DIP Loan; holders of allowed secured claims to the extent of the collateral value; allowed priority claims; and holders of other allowed claims in order of priority. Holders of equity interests in the Debtors will receive no recovery, but holders of equity interest in BWAS Mexico and Blue Water Plastics Mexico may receive distributions if the two entities are included in the sale. The Liquidation Plan will be effective when: 1. The Court approves the sale of the Business; 2. The Court enters an order confirming the Plan; and 3. The purchaser closes on the sale. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/bw_disclosurestat.pdf A full-text copy of the Plan of Liquidation is available for free at http://bankrupt.com/misc/bw_planofliquidation.pdf Participating Customers Set June 30 Deadline In the disclosure statement explaining the terms of the Liquidation Plan, the Debtors disclosed that the Participating Customers have agreed not to resource, provided that Blue Water meets these milestones in pursuit of a sale of substantially all its assets to a qualified buyer: April 15, 2008 Debtors must obtain a letter of intent for a Sale. May 28, 2008 Debtors must obtain a definitive asset purchase agreement and file motion to approve the Sale. June 20, 2008 Debtors must obtain an order approving the Sale. June 30, 2008 Sale closing. The Debtors note that if the Participating Customers re-source their production, their estates will suffer a substantial decrease in value, because the value of the production contracts will not be captured in the Sale. BWASI has engaged Miller Buckfire & Co., LLC, in connection with the sale process. Miller Buckfire has assisted the Debtors in, among other things, identifying potential bidders and soliciting bids and managing the bidders' due diligence process. Miller Buckfire is expected to assist the Debtors in negotiating and finalizing the terms of an APA. The final APA will be filed and served for approval of the Court if and when consummated. The Debtors intend to work toward execution of an APA with at least one of the interested parties on or about May 28, 2008. "Numerous expressions of interest/preliminary letters of intent were received and reviewed by the Debtors, and a number of parties are in the process of conducting due diligence towards a potential purchase," the Debtors said in the Disclosure Statement. The Debtors anticipate filing a motion to prohibit any credit bidding by CIT Equipment Financing and CIT Capital USA, who have liens on only the Debtors' fixed assets. The Debtors believe that permitting CIT Equipment Financing and CIT Capital USA to credit bid could reduce the value of the Sale by chilling bidding among parties interested in purchasing all of the Debtors' assets. The Debtors also have a non-Debtor Mexican affiliate, Blue Water Automotive Systems Mexico, S. de R.L. de C.V., which is not a party to the Chapter 11 cases but which is expected to be part of the Sale. Blue Water Sees Value in Mexico Facilities The Debtors design, manufacture and supply injection molded thermoplastic components and assemblies for top automotive original equipment manufacturers, including the Detroit Three -- Ford, General Motors, Chrysler, which represented 50% of their business in 2007. The company's strongest OEM relationship is with Ford, for whom it is currently launching three major programs with two additional programs in the development stage. The company continues to expand existing relationships with Mercedes-Benz, Valeo, Denso, Volkswagen and other "new domestic" OEMs and Tier 1 suppliers to diversify revenues and capitalize on the growth of these customers in the North American market. Over the past 15 years, the automotive components suppliers have consolidated and globalized as OEMs have reduced their supplier base. In response to this trend, Blue Water's growth strategy has focused on leveraging relationships with OEMs to further penetrate its existing customer base and winning business from "new domestic" OEMs and Tier 1 suppliers. Blue Water cites its low cost manufacturing facility in Mexico City an important piece of its growth plan. The facility has available capacity and room for expansion to significantly grow its existing production capabilities. BWASI believes it is well positioned to win business in areas where its design and engineering expertise and advanced manufacturing equipment and process provide value to OEMs. Means of Implementing Plan On the effective date of the Plan, any proceeds generated by the Sale, after satisfaction of all allowed secured claims and administrative claims, will be transferred to a Creditors' Trustee. The Creditors Trustee will be appointed by the Bankruptcy Court prior to the Effective Date. The Creditors Trustee will, as representative of the Debtors' estate, retain and may enforce the rights to commence causes of action include avoidance actions. The Creditors Trustee will also be responsible for: (i) preparation and filing of tax returns, on behalf of the Debtors, the Estates, and the Creditors' Trust, including the right to request a determination of tax liability as set forth in Section 505 of the Bankruptcy Code; (ii) requesting and receiving of W-9 federal tax forms for any party who is entitled to receive distribution on account of a claim or equity interest; (iii) final administration of employee benefits if any, and effecting the final administration and termination of all Compensation and Benefit Plans; (iv) payment of post-confirmation fees due to the Office of the United States Trustee; (v) filing of status reports with the Court or other parties- in-interest on a quarterly basis including a summary of any disbursements or receipts; (vi) any duty of care, loyalty or other duty imposed or imputed by law; (vii) responding to inquiries of creditors; and (viii) collecting and liquidating assets not included in the Sale. The Creditor's Trustee may retain attorneys, accountants, advisors, expert witnesses, and other professionals as he/she will consider advisable without necessity of approval of the Bankruptcy Court. Persons who served as professionals to the Official Committee of Unsecured Creditors or the Debtors prior to the Effective Date may serve the Creditors' Trustee and professionals retained by him or her will be paid by him or her in the ordinary course from amounts held in the Creditors' Trust. The Creditors Committee will be dissolved on the Effective Date. The Debtors, other than, possibly, Blue Water Plastics Mexico and BWAS Mexico will also be deemed dissolved. About Blue Water Automotive Blue Water Automotive Systems, Inc. designs and manufactures engineered thermoplastic components and assemblies for the automotive industry. The company's product categories include airflow management, full interior trim/sub-systems, functional plastic components, and value-added assemblies. They are supported by full-service design, program management, manufacturing and tooling capabilities. With more than 1,400 employees, Blue Water operates eight manufacturing and product development facilities and has annual revenues of approximately US$200 million. The company's headquarters and technology center is located in Marysville, Mich. The company has operations in Mexico. In 2005, KPS Special Situations Fund II, L.P., and KPS Special Situations Fund II(A), L.P., acquired Blue Water Automotive through a stock purchase transaction. In 2006, the company acquired the automotive assets and operations of Injectronics, Inc., a manufacturer of thermoplastic injection molded components and assemblies. KPS then set about reorganizing the company. The company implemented a program to improve operating performance and address its liquidity issues. During 2007, the company replaced senior management, closed two facilities, and reduced overhead spending by one third. Blue Water Automotive and four affiliates filed for chapter 11 bankruptcy protection Feb. 12, 2008, before the United States Bankruptcy Court Eastern District of Michigan (Detroit) (Case No. 08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel. Administar Services Group LLC acts as the Debtors' claims, noticing, and balloting agent. Blue Water's bankruptcy petition lists assets and liabilities each in the range of US$100 million to US$500 million. (Blue Water Automotive Bankruptcy News, Issue No. 14, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BLUE WATER: Classification and Treatment of Claims Under Plan ------------------------------------------------------------- The significant debt obligations of Blue Water Automotive Systems, Inc., and its four debtor-affiliates as of their bankruptcy filing date are: A. Creditors Holding Secured Claims: CIT Capital USA, Inc. $14,981,372 CIT Group/Business Credit $17,560,464 CIT Group/Equipment Financing Inc. $14,460,230 KPS Special Situations Fund II L.P. $5,000,000 KPS Special Situations Fund II(a) L.P. Microsoft Financing $216,049 ----------- Total $52,218,115 B. Creditors Holding Specific Equipment Secured Claims (Lease Payments) $452,757 C. Creditors Holding Unsecured Priority Claims $770,441 D. Creditors Holding Non-Priority Unsecured Claims (Trade Claims) $33,572,242 The Debtors' debt to CIT Group/Business Credit has been paid off in connection with an order approving a $35,000,000 of DIP financing from Citizens Bank. The $770,441 listed for unsecured priority claims include some filed claims the Debtors expect to be reclassified as non- priority claims. The $33,572,242 listed for trade claims may be increased by certain filed claims. On May 9, 2008, the Debtors filed with the United States Bankruptcy Court Eastern District of Michigan a chapter 11 plan of liquidation, which contemplates the sale of the Debtors' business by June 30, 2008. The Debtors estimate that as of the effective date of the Liquidation Plan, these administrative expense claims will be outstanding: Total Amount ------------ Section 503(b)(9) Claims $3,053,674 Accrued Professional Compensation $1,137,900 Other Administrative Expense Claims $1,600,000 In February 2008, the Participating Customers made advances to Blue Water Automotive Systems, Inc., totaling $3,884,981, which are deemed to constitute secured advances: Participating Customer Total Amount ---------------------- ------------ Ford Motor Company $3,884,981 General Motors Corp. 1,011,000 Chrysler 708,000 Ford paid on an accelerated basis $2,889,288 of engineering, design and testing payment, also in connection with the Court's order approving cash collateral. BWASI has also borrowed funds from Citizens Bunk under a Court- approved $35,000,000 DIP Facility. Certain of the advances were supported by a guaranty of Ford. The borrowing is secured on a superpriority basis by a first lien on substantially all of the Debtors' postpetition assets, excluding tooling, avoidance actions and the Debtors' claims against Sama Automotive, and a second lien of the Debtors' prepetition assets, except for certain excluded collateral. The Debtors propose to treat interests and allowed claims in this manner: Class Description Status Treatment ----- ------------ ------ --------- N/A Administrative 100% Each Holder of an allowed Clams Recovery administrative claims will be paid in full in cash. N/A DIP Facility 100% The claims will be paid in full Claims & Cash Recovery in accordance with the Final Collateral DIP Order. Lien Claims N/A Priority Tax 100% Holders of priority tax claims Claims Recovery will receive either (a) installment payments in cash of a total value, as of the Effective Date, equal to the allowed amount of the claim, plus interest, commencing on the Effective Date, if the obligation is assumed by purchaser of the Debtors' assets; or (b) cash on the Effective Date of a total value equal to the allowed amount of the claim. N/A Other 100% Holders of Other Priority claims Priority Recovery will receive (a) installment Claims payments, to the extent deferred cash payments are permitted pursuant to Section 1129(a)(9)(B) of the Bankruptcy Code, or (b) full payment in cash of the allowed claims. 1 Secured May Be As of the Effective Date, the Claims of Impaired holder of the claim will CIT Capital receive, at the election of Against Properties (after consulting &nbs