/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/081004.mbx T R O U B L E D C O M P A N Y R E P O R T E R Saturday, October 4, 2008, Vol. 12, No. 237 Headlines AMERICAN COLOR: Files Monthly Operating Report for August ASCENDIA BRANDS: Files Schedules of Assets & Liabilities ASCENDIA BRANDS: Ascendia Brands Co.'s Schedules of Assets & Debts ASCENDIA BRANDS: Ascendia Real Files Schedules of Assets & Debts ASCENDIA BRANDS: Hermes Acquisition's Schedules of Assets & Debts ASCENDIA BRANDS: Lander Co. Files Schedules of Assets & Debts ASCENDIA BRANDS: Lander Intangibles' Schedules of Assets & Debts BHM TECHNOLOGIES: Files Monthly Operating Report - August 23, 2008 BHM TECHNOLOGIES: Files Monthly Operating Report - July 28, 2008 BOSCOV'S INC: Files Schedules of Assets and Liabilities CATHOLIC CHURCH: Fairbanks' Monthly Operating Report for August FRONTIER AIRLINES: Posts $5.6 Million Net Loss in August 2008 GREEKTOWN CASINO: Files Monthly Operating Report for August HOOPS HOLDINGS: Files Monthly Operating Report for August LANDSOURCE COMMUNITIES: Files Amended Schedules of Assets & Debts LANDSOURCE COMMUNITIES: Friendswood Development's Schedules LANDSOURCE COMMUNITIES: LandSource Holding's Schedules LANDSOURCE COMMUNITIES: Lennar Land Partners II's Schedules LANDSOURCE COMMUNITIES: Lennar Mare Island LLC's Schedules LANDSOURCE COMMUNITIES: Lennar Washington Square's Schedules LANDSOURCE COMMUNITIES: Newhall (California)'s Schedules LANDSOURCE COMMUNITIES: Southwest Communities' Schedules LANDSOURCE COMMUNITIES: Stevenson Ranch's Schedules LANDSOURCE COMMUNITIES: TPC At Valencia's Schedules LANDSOURCE COMMUNITIES: 11 Debtors' Schedules of Assets & Debts LEXINGTON PRECISION: Posts $1,249,000 Net Loss in August 2008 LEXINGTON PRECISION: Posts $1,130,000 Net Loss in July 2008 LEXINGTON PRECISION: Posts $1,154,000 Net Loss in June 2008 LEVITT & SONS: Files Monthly Operating Report for August 2008 MERVYN'S LLC: Files Monthly Operating Report for August NEUMANN HOMES: Files Monthly Operating Report for August NEUMANN HOMES: Files Monthly Operating Report for July NEWPOWER HOLDINGS: Files Monthly Operating Report for August 2008 S & A RESTAURANT: 39 Debtors' Schedules of Assets and Liabilities SHARPER IMAGE: Files Monthly Operating Report for August 2008 STEVE & BARRY: 5 SB Manhattan Affiliates' Schedules STEVE & BARRY: 34 SB Manhattan Affiliates' Schedules STEVE & BARRY: 18 SB Manhattan Affiliates' Schedules VERTIS HOLDINGS: Files Monthly Operating Report for August 2008 ********* AMERICAN COLOR: Files Monthly Operating Report for August --------------------------------------------------------- ACG Holdings, Inc. Consolidated Balance Sheet As of August 31, 2008 ASSETS Current Assets: Cash and cash equivalents $2,092,000 Accounts receivable, net 37,853,000 Unbilled accounts receivable 4,492,000 Other receivables 2,371,000 Inventories 8,834,000 Income tax receivable - Deferred income taxes 535,000 Prepaid expenses and other current assets 4,702,000 ------------- Total Current Assets 60,879,000 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 3,273,000 Building and improvements 31,463,000 Machinery and equipment 244,768,000 Furniture and fixtures 13,497,000 Assets under capital leases 8,176,000 Construction in progress 3,318,000 ------------- Total property, plant and equipment 304,495,000 Less accumulated depreciation (234,616,000) ------------- Net Property, Plant and Equipment 69,879,000 Goodwill 66,548,000 Deferred debt issuance costs 4,089,000 Other assets 7,265,000 ------------- Total Assets $208,660,000 ============= LIABILITIES AND EQUITY Current portion of long-term debt $414,394,000 Current obligations under capital leases 1,572,000 Accounts payable 29,787,000 Accrued expenses 16,266,000 Accrued interest payable 21,081,000 Income taxes payable 139,000 ------------- Total current liabilities 483,239,000 LONG TERM DEBT Revolving line of credit: 2005 Credit Facility - FINCO Credit Facility - ------------- Total revolving line of credit - Term loan - DIP facility revolver 100,150,000 Bridge loan facility 19,265,000 10% senior secured notes 294,979,000 ------------- Total debt 414,394,000 Less current portion of long term debt (414,394,000) ------------- Total long term debt - Long term obligations under capital leases - Other long-term liabilities 44,376,000 Deferred income taxes 6,105,000 ------------- Total liabilities 533,720,000 Stockholder's deficit: Common stock 2,000 Additional paid-in capital 2,038,000 Retained earnings (deficit) (315,145,000) Unfunded pension liability (12,363,000) Cumulative translation adjustment 408,000 ------------- Total equity (325,060,000) ------------- Total Liabilities and Equity $208,660,000 ============= ACG Holdings, Inc. Consolidated Statement of Income Month Ended August 31, 2008 Sales $33,614,000 Cost of Sales 31,048,000 ------------- Gross profit 2,566,000 Gross profit % 7.6% Selling, general and admin. expenses 2,054,000 Restructuring Costs (Benefit): Print (6,000) Premedia (15,000) ------------- Operating Income 533,000 Other Expense (Income): Loss on early extinguishment of debt 913,000 Miscellaneous 1,520,000 ------------- Total Other Expense 2,433,000 EBIT (1,900,000) ------------- Interest expense 3,837,000 Interest income - ------------- Net Interest Expense 3,837,000 ------------- Loss before income taxes (5,737,000) Income tax Expense (Benefit): Current 61,000 Deferred 5,000 ------------- Total Income Tax Expense 66,000 ------------- Net Income (Loss) ($5,803,000) ============= Patrick W. Kellick, American Color Graphics, Inc.'s executive vice president and chief financial officer, disclosed that as of August 29, 2008, the Debtor made disbursements totaling $30,661. Additionally, Mr. Kellick reported that as of August 2008, American Color made seven payments to various professionals, totaling $386,801. A complete list of the fees and expenses paid to the professionals is available for free at: http://researcharchives.com/t/s?3358 About American Color Graphics American Color Graphics Inc. -- http://www.americancolor.com/ -- is one of North America's largest and most experienced full service premedia and print companies, with eight print locations across the continent, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. The company provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. The company filed and its four affiliates filed for Chapter 11 protection on July 15, 2008 (Bank.D.Del. Case No. 08-11467). Pauline K. Morgan, Esq. and Sean T. Greecher ,Esq., at Young, Conaway, Stargatt & Taylor represent the Debtors in their restructuring efforts. Lehman Brothers, Inc. serves as the company's financial advisors. When the Debtors filed for protection from their creditors they listed estimated assets $100 million to $500 million and estimated debts of $500 million to $1 billion. ACG Holdings, Inc. and American Color Graphics also filed bankruptcy petition under the Companies' Creditors Arrangement Act before the Ontario Superior Court of Justice (Commercial List) on July 16, 2008. Jay A. Carfagnini, Esq., David B. Bish, Esq., and Jason Wadden, Esq. at Goodmans LLP are their solicitors. PricewaterhouseCoopers Inc. serves as their CCAA Information Officer. ASCENDIA BRANDS: Files Schedules of Assets & Liabilities -------------------------------------------------------- Ascendia Brands, Inc. filed with the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property $5,278,000 B. Personal Property 6,031,000 C. Property Claimed as Exempt D. Creditors Holding $250,860,544 Secured Claims E. Creditors Holding 22,923 Unsecured Priority Claims F. Creditors Holding 29,310,515 Unsecured Non-priority Claims ------------ ------------ TOTAL $11,309,000 $280,193,982 About Ascendia Brands Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- makes and sells branded consumer products primarily in North America and over 80 countries as well. The company's customers include Walmart, Walgreens, Kmart, Meijer Stores, Target, and CVS. The company and six of its affiliates filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-11787). Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in their restructuring efforts. M. Blake Cleary, Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $194,800,000 and total debts of $279,000,000. ASCENDIA BRANDS: Ascendia Brands Co.'s Schedules of Assets & Debts ------------------------------------------------------------------ Ascendia Brands Co. Inc. filed with the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property $39,358,842 B. Personal Property 10,440,573 C. Property Claimed as Exempt D. Creditors Holding $1,149,346 Secured Claims E. Creditors Holding 184,509 Unsecured Priority Claims F. Creditors Holding 13,807,239 Unsecured Non-priority Claims ------------ ------------ TOTAL $49,799,415 $15,141,096 About Ascendia Brands Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- makes and sells branded consumer products primarily in North America and over 80 countries as well. The company's customers include Walmart, Walgreens, Kmart, Meijer Stores, Target, and CVS. The company and six of its affiliates filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-11787). Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in their restructuring efforts. M. Blake Cleary, Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $194,800,000 and total debts of $279,000,000. ASCENDIA BRANDS: Ascendia Real Files Schedules of Assets & Debts ---------------------------------------------------------------- Ascendia Real Estate LLC filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property $2,930,175 $0 B. Personal Property 1,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ------------ ------------- TOTAL $2,931,175 $0 About Ascendia Brands Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- makes and sells branded consumer products primarily in North America and over 80 countries as well. The company's customers include Walmart, Walgreens, Kmart, Meijer Stores, Target, and CVS. The company and six of its affiliates filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-11787). Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in their restructuring efforts. M. Blake Cleary, Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $194,800,000 and total debts of $279,000,000. ASCENDIA BRANDS: Hermes Acquisition's Schedules of Assets & Debts ----------------------------------------------------------------- Hermes Acquisition Company I, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property B. Personal Property $1,000 $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ------------ ------------ TOTAL $1,000 $0 About Ascendia Brands Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- makes and sells branded consumer products primarily in North America and over 80 countries as well. The company's customers include Walmart, Walgreens, Kmart, Meijer Stores, Target, and CVS. The company and six of its affiliates filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-11787). Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in their restructuring efforts. M. Blake Cleary, Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $194,800,000 and total debts of $279,000,000. ASCENDIA BRANDS: Lander Co. Files Schedules of Assets & Debts ------------------------------------------------------------- Lander Co. filed with the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property B. Personal Property $2,744 $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ------------ ------------ TOTAL $2,744 $0 About Ascendia Brands Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- makes and sells branded consumer products primarily in North America and over 80 countries as well. The company's customers include Walmart, Walgreens, Kmart, Meijer Stores, Target, and CVS. The company and six of its affiliates filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-11787). Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in their restructuring efforts. M. Blake Cleary, Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $194,800,000 and total debts of $279,000,000. ASCENDIA BRANDS: Lander Intangibles' Schedules of Assets & Debts ---------------------------------------------------------------- Lander Intangibles Corp. filed with the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property B. Personal Property $125,809,281 $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ------------ ------------ TOTAL $125,809,281 $0 About Ascendia Brands Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- makes and sells branded consumer products primarily in North America and over 80 countries as well. The company's customers include Walmart, Walgreens, Kmart, Meijer Stores, Target, and CVS. The company and six of its affiliates filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del. Lead Case No.08-11787). Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in their restructuring efforts. M. Blake Cleary, Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $194,800,000 and total debts of $279,000,000. BHM TECHNOLOGIES: Files Monthly Operating Report for July 2008 -------------------------------------------------------------- BHM TECHNOLOGIES Unaudited BALANCE SHEET July 26, 2008 ASSETS Cash & Equivalents $14,073,000 Accounts Receivable 55,431,000 Tooling Accounts Receivable & Inventory 24,149,000 Inventory 25,080,000 Other Current Assets 13,680,000 ------------ Total Current Assets 132,413,000 Plant, Property & Equipment 129,500,000 Less Accumulated Depreciation (35,004,000) ------------ Net Plant, Property & Equipment 94,496,000 Other Assets 178,664,000 Less Accumulated Amortization (17,308,000) ------------ Other Assets, Net 161,356,000 Total Assets $388,265,000 ============ LIABILITIES & SHAREHOLDERS' EQUITY Trade Accounts Payable excluding Tooling $50,525,000 Tooling Accounts Payable 20,253,000 Accrued Liabilities 9,202,000 Bank Revolver 24,700,000 Current Portion Long Term Debt 17,093,000 ------------ Total Current Liabilities 121,773,000 Long Term Debt 299,835,000 Other Long Term Liabilities 51,038,000 ------------ Total Long Term Liabilities 350,873,000 Shareholders' Equity (84,381,000) ------------ Total Liabilities & Shareholders' Equity $388,265,000 ============ BHM TECHNOLOGIES Unaudited Statement of Income Period Ending July 26, 2008 Sales $20,095,000 Material 10,290,000 ------------ Material margin 9,805,000 Hourly Labor 5,331,000 Overhead and Other 4,726,000 Depreciation 1,432,000 ------------ Total COS 21,779,000 ------------ Gross Profit (1,683,000) ------------ S, G & A Expenses 1,660,000 Amortization/Other 3,287,000 Other (Inc) Exp 129,000 EBIT 0,000 Interest 129,000 Taxes (2,008,000) ------------ Net Income ($4,880,000) ============ BHM TECHNOLOGIES Monthly Cash Statement Cash Activity Analysis Period Ending July 26, 2008 A. Beginning Balance $14,190,187 B. Receipts 28,404,015 C. Balance Available (A+B) 42,594,202 ----------- D. Less Disbursements 28,314,443 E. Ending Balance 14,279,759 =========== Disbursements by Debtor during the period: BHM Technologies Holdings, LLC 0 BHM Technologies, LLC 0 The Brown Company International, LLC 0 The Brown Corporation of America $3,040,740 The Brown Company of Waverly, LLC 3,128,514 The Brown Company of Ionia, LLC 2,251,035 The Brown Corporation of Greenville, Inc. 570,177 The Brown Company of Moberly, LLC 4,461,583 The Brown Realty Company, LLC 0 Heckethorn Holdings, Inc. 0 Heckethorn Manufacturing Co., Inc. 3,419,471 Midwest Stamping & Manufacturing Co. 0 Midwest Stamping, Inc. 4,453,879 Morton Welding Holdings, Inc. 0 Morton Welding Co., Inc. 6,989,044 ----------- TOTAL $28,314,443 =========== BHM TECHNOLOGIES Cash Flow Statement For The Month Ended July 2008 (unaudited) Cash Flow Statement Net Income ($4,882,000) Plus Non-Cash Taxes (2,008,000) Plus Depreciation 1,230,000 Plus Amortization 754,000 ----------- Net Income plus D&A (4,906,000) Changes in Working Capital Source (Use) from Trade A/R 11,912,000 Source (Use) from Inventory (851,000) Source (Use) from Tooling A/R and lr (868,000) Source (Use) from Other Assets (877,000) Source (Use) from Trade A/P (2,164,000) Source (Use) from Tooling A/P (753,000) Source (Use) from Accrued Payroll 75,000 Source (Use) from Accrued Interest 66,000 Source (Use) from Other Liabilities (569,000) Changes in Working Capital 5,971,000 --------- Cash Flow from Operations 1,065,000 --------- Capital Expenditures (878,000) Change in Revolver 0 Change in Debt/PIK 0 ------- Change in Cash 187,000 Beginning Cash 13,886,000 ----------- Ending Cash $14,073,000 =========== BHM Technologies Holdings, Inc. and 14 affiliates filed separate voluntary petitions under Chapter 11 on May 19, 2008 (Bankr. W.D. Mich. Lead Case No. 08-04413). Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the Debtors in their restructuring efforts. The Debtors have until Dec. 15, 2008, to exclusively file their bankruptcy plan. (BHM Technologies Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BHM TECHNOLOGIES: Files Monthly Operating Report for August 2008 ---------------------------------------------------------------- BHM TECHNOLOGIES Unaudited BALANCE SHEET August 23, 2008 ASSETS Cash & Equivalents $17,103,000 Accounts Receivable 56,109,000 Tooling Accounts Receivable & Inventory 22,145,000 Inventory 26,578,000 Other Current Assets 13,630,000 ----------- Total Current Assets 135,565,000 Plant, Property & Equipment 130,645,000 Less Accumulated Depreciation (36,416,000) ----------- Net Plant, Property & Equipment 94,229,000 Other Assets 178,661,000 Less Accumulated Amortization (18,062,000) ------------ Other Assets, Net 160,599,000 ------------ Total Assets $390,393,000 ============ LIABILITIES & SHAREHOLDERS' EQUITY Trade Accounts Payable excluding Tooling $55,593,000 Tooling Accounts Payable 18,935,000 Accrued Liabilities 8,895,000 Bank Revolver 24,700,000 Current Portion Long Term Debt 17,093,000 ----------- Total Current Liabilities 125,216,000 Long Term Debt 299,835,000 Other Long Term Liabilities 50,940,000 ----------- Total Long Term Liabilities 350,775,000 Shareholders' Equity (85,598,000) ----------- Total Liabilities & Shareholders' Equity $390,393,000 =========== BHM TECHNOLOGIES Unaudited Statement of Income Period Ending August 23, 2008 Sales $29,722,000 Material 14,809,000 ----------- Material margin 14,913,000 Hourly Labor 6,377,000 Overhead and Other 5,180,000 Depreciation 1,412,000 ----------- Total COS 27,778,000 ----------- Gross Profit 1,943,000 ----------- S, G & A Expenses 1,546,000 Amortization/Other 2,048,000 Other (Inc) Exp 217,000 EBIT (1,868,000) Interest (152,000) Taxes (804,000) ---------- Net Income $3,159,000 ========== BHM TECHNOLOGIES Monthly Cash Statement Period Ending August 23, 2008 Cash Activity Analysis A. Beginning Balance $14,279,759 B. Receipts 32,866,239 C. Balance Available (A+B) 47,145,998 ---------- D. Less Disbursements 30,886,016 E. Ending Balance 16,259,982 ---------- Disbursements by Debtor during the period: BHM Technologies Holdings, LLC - BHM Technologies, LLC - The Brown Company International, LLC - The Brown Corporation of America 5,790,427 The Brown Company of Waverly, LLC 3,512,005 The Brown Company of Ionia, LLC 3,312,344 The Brown Corporation of Greenville, Inc. 492,833 The Brown Company of Moberly, LLC 2,608,196 The Brown Realty Company, LLC - Heckethorn Holdings, Inc. - Heckethorn Manufacturing Co., Inc. 3,402,892 Midwest Stamping & Manufacturing Co. - Midwest Stamping, Inc. 4,112,749 Morton Welding Holdings, Inc. - Morton Welding Co., Inc. 7,654,570 ----------- TOTAL $30,886,016 =========== BHM TECHNOLOGIES Cash Flow Statement For The Month Ended August 2008 (unaudited) Cash Flow Statement Net Income $1,217,000 Plus Non-Cash Taxes (804,000) Plus Depreciation 1,412,000 Plus Amortization 754,000 ---------- Net Income plus D&A 146,000 Changes in Working Capital Source (Use) from Trade A/R (687,000) Source (Use) from Inventory (1,498,000) Source (Use) from Tooling A/R and lr 2,004,000 Source (Use) from Other Assets 62,000 Source (Use) from Trade A/P 4,921,000 Source (Use) from Tooling A/P (1,319,000) Source (Use) from Accrued Payroll 315,000 Source (Use) from Accrued Interest 5,000 Source (Use) from Other Liabilities 78,000 Changes in Working Capital 3,881,000 ---------- Cash Flow from Operations 4,028,000 ---------- Capital Expenditures (998,000) Change in Revolver 0 Change in Debt/PIK 0 ----------- Change in Cash 3,030,000 Beginning Cash 14,073,000 ----------- Ending Cash $17,103,000 =========== BHM Technologies Holdings, Inc. and 14 affiliates filed separate voluntary petitions under Chapter 11 on May 19, 2008 (Bankr. W.D. Mich. Lead Case No. 08-04413). Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the Debtors in their restructuring efforts. The Debtors have until Dec. 15, 2008, to exclusively file their bankruptcy plan. (BHM Technologies Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BOSCOV'S INC: Files Schedules of Assets and Liabilities ------------------------------------------------------- Boscov's Inc. filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and debts, disclosing: A. Real Property $0 B. Personal Property B.1 Cash on hand 0 B.2 Bank Accounts 0 B.13 Business Interests and stocks 100% ownership of Boscov's Finance Company Unknown 100% ownership of Boscov's Investment Company Unknown 100% ownership of Boscov's PSI Inc. Unknown 100% ownership of Boscov's Transportation Company, LLC Unknown 100% ownership of Retail Construction & Development Company Unknown 100% ownership of SDS. Inc. Unknown 99% ownership of Boscov's Department Store Unknown B.18 Other Liquidated Debts Comptroller of Maryland 65,841 Internal Revenue Services 4,496,435 NYS Corporation Tax 20,168 Pennsylvania Department of Revenue 200,000 State of New Jersey, Division of Taxation 809,910 Virginia Department of Taxation 10,000 TOTAL SCHEDULED ASSETS $5,602,354 ====================================================== C. Property Claimed as Exempt $0 D. Secured Claim Alison Gem Corporation Unknown B L Income Investments I LP Unknown Bank of America N.A., 158,162,394 Bear Stearns Corporation Lending 38,068,359 Fabrikant Leer International Ltd. Unknown HSBC Bank Nevada N. A. Unknown E. Unsecured Priority Claims Aggregate Wages, Salaries & Commission 188,630 Berkheimer Associates 220 Berks EIT Bureau 339 Dept. of the Treasury Internal Revenue Service 3,975 PA UC Fund Bureau of Employer Tax Operations 1,731 F. Unsecured Non-priority Claims 0 TOTAL SCHEDULED LIABILITIES $196,425,647 ====================================================== Headquartered in Reading, Pennsylvania, Boscov's Inc. -- http://www.boscovs.com-- is America's largest family-owned independent department store, with 49 stores in Pennsylvania, New York, New Jersey, Maryland, Delaware and Virginia. Boscov's Inc. and its debtor-affiliates filed for Chapter 11 protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637). Judge Kevin Gross presides over the cases. David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day, serve as the Debtors' lead counsel. The Debtors' financial advisor is Capstone Advisory Group and their investment banker is Lehman Brothers, Inc. The Debtors' claims agent is Kurtzman Carson Consultants L.L.C. Boscov's listed assets of $538 million and liabilities of $479 million in its bankruptcy filing. (Boscov's Bankruptcy News; Issue No. 9; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: Fairbanks' Monthly Operating Report for August --------------------------------------------------------------- The Diocese of Fairbanks filed with the U.S. Bankruptcy for the District of Alaska its monthly operating report for August, 2008. Catholic Bishop of Northern Alaska Statement of Financial Position As of July 31, 2008 CBNA Held for ASSETS Total Others ----- -------- Cash and cash equivalents $220,642 $80,791 Investments: Valuables in safe 168 - Trust account @ market 1,198,625 - 457 Plan assets @ market - 178,184 Endowment Fund @ market - 14,790,448 Endowment Fund-earnings @ market (223,448) - Stocks 5,157 - Limited partnerships 261,324 - Accounts receivable, net of allowance: Tuition, fees and others 1,839,565 - For parishes and school 205,974 - Other 10,531 - Notes and other receivables 347,695 - Grants pledged 125,000 - Fixed assets, net at cost: Land and building 7,780,155 - Aircraft 340,726 - Equipment (40,960) - Other assets 153,547 - ---------- ---------- Total Assets $12,224,706 $15,049,423 LIABILITIES AND NET ASSETS Liabilities: Accounts payable/accrued liabilities $359,807 - Notes payable 216,966 - Benefits payable 86,270 - Deferred revenue 1,864,202 - Annuities payable 215,684 - Other liabilities 23,602 - Payroll-related liabilities: Payroll taxes 50,907 - General vacation accrual account 16,339 - Accrued leave 227,800 - Insurance: Long term disability 328 - Insurance deposits A/R 229,694 - Insurance reserves expense 40,562 - Indemnity insurance reserves 99 - Medical/Dental payroll deduction 226,397 - Teacher scholarships - - CBNA building loan - - ---------- ---------- Total Liabilities 3,558,663 - ---------- ---------- Total net assets 8,666,042 15,049,423 ---------- ---------- Total Liabilities and Net Assets $12,224,706 $15,049,423 ========== ========== Catholic Bishop of Northern Alaska Statement of Activities For the month ending July 31, 2008 CBNA Held for Total Others Support and revenue: ----- -------- Parish assessments - - Tuition, net of tuition assistance $90,872 - Curricular income 115 - Donations 320,541 ($8,438) Investment income [loss] (43,278) 3,165 Other income 7,915 - Temporarily restricted gifts 179,329 - ---------- ---------- Total support and revenue 555,495 (5,273) Expenses: Operating expenses 107,255 - Supplies 38,670 - Repair & Maintenance 10,814 - Utilities 17,530 - Insurance 11,028 - Staff Expenses: Salaries & Wages 212,683 - Payroll Taxes 12,314 - Employee Benefits 81,769 - Staff Development/Misc. - - Curricular Expenses 28,335 - Recruiting, advertising and PRs 5,914 - Travel Expenses 7,454 - Student related expenses 485 - Contributions 500 - Professional and technical fees 37,694 - Investment services 3,908 541 Subsidies - - Rental/Lease Expense 32,599 - Assessments 15,716 - Fund Raising Expense 25,565 - Radio Programming Expense 6,266 - Radio Technical Dept. Expenses 16,334 - Miscellaneous Expense 9,275 - ---------- ---------- Total General 682,119 541 Funds released from restricted funds - - Net change in designated funds - - ---------- ---------- Total Expenses 682,119 541 ---------- ---------- Increase (decrease) in net assets (126,623) (5,815) ---------- ---------- Re-organizational costs 62,753 - Increase (decrease) in net assets ---------- ---------- after Re-org costs (189,377) 5,815 Net assets: Beginning of month 8,855,420 15,043,608 ---------- ---------- End of month $8,666,042 $15,049,423 ========== ========== Catholic Bishop of Northern Alaska Cash Receipts and Disbursements For the month ending July 31, 2008 CBNA Held for Total Others ----- -------- Beginning balance - February 2008 $409,155 $77,681 Total receipts - prior gen. account reports 3,716,342 478,310 Less total disbursements 3,871,367 552,285 ---------- ---------- Beginning balance - July 31, 2008 254,131 3,706 Receipts during current period: Funds received by CSF from CBNA - donations - - Funds collected from others - 116,909 Transfers between internal accounts 35,409 - Accounts receivable - post filing 100,582 - Transfers from investment accounts 460,000 - Custodial funds - 4,262 Funds received by CBNA from KNOM 41,986 - Funds received from Catholic Schools 25,945 - Annual Catholic schools appeal 248 - Interest & dividends 618 - Donations 289,598 - Donations - Internet - - Gains (Losses) security sales 1,643 - Grants 1,000 - Payment refund/return 4,887 - Weather service income 150 - Health Insurance 583 - Restricted funds 179,944 - Other income/fees 6,006 - Co-curricular income 115 - Curricular income 200 - Mis. sale of books & autos 5,916 - NSF'S 10 - ---------- ---------- Total receipts this period 1,154,835 121,172 ---------- ---------- Balance 1,408,966 124,878 Less total disbursements: Transfers to Catholic Schools 8,333 - Transfers from KNOM to CBNA 41,986 - Transfers between internal accounts 35,409 - Transfers to CBNA from CSF 25,945 - Custodial funds - 20,251 Administrative 4,617 - Co-curricular expense - - Curricular expense 2,178 - Funds disbursed for others - 113,236 Bank fees and charges 1,197 - Interest expense 6,266 - Programming - News service - - Wages & salaries 261,483 - Employee benefits 135,655 - Fundraising 10,147 - Mission & program support 2,752 - Equipment & supplies 19,749 - Telephone/Internet 1,098 - Staff development 1,501 - Utilities 25,918 - Refunds 875 - List rental and copy leases 31,376 - Services & insurance 89,571 - US Trustees fees 5,850 - Education expenses 500 - Maintenance/repairs 13,073 - Building supplies and expenses 923 - Annuities 4,159 - School supplies 574 - Travel 1,494 - NSF's 849 - Payroll, excluding pastoral services 125 - Postage 561 - Professional Fees 400 - Professional Fees - Ch. 11 362,178 - Stipend/Services 190 - Dues/Fees 949 - Miscellaneous 1,188 - ---------- ---------- Total disbursements this period 1,099,083 133,488 ---------- ---------- Ending balance - July 31, 2008 $309,882 ($8,609) ========== ========== About Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. The Debtor's schedules show total assets of $13,316,864 and total liabilities of $1,838,719. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on Jan. 15, 2009. (Catholic Church Bankruptcy News, Issue No. 131; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). FRONTIER AIRLINES: Posts $5.6 Million Net Loss in August 2008 ------------------------------------------------------------- Frontier Airlines Holdings Inc. filed its Monthly Operating Report for August 2008. Frontier reported an operating profit of $3,300,000 and a consolidated net loss of $5,600,000. Frontier's results included these items: -- $6,500,000 in reorganization items, which included a $4,700,000 loss on a sale-leaseback transaction and $1,800,000 in professional fees -- A mark-to-market non-cash loss of $500,000 on fuel hedging contracts -- A loss on early extinguishment of debt of $300,000 -- These charges were offset by a reversal of severance accrual of $500,000 Excluding these items, Frontier showed a net income of $1,200,000 in the month of August 2008. "This clearly shows progress in our Company's bankruptcy proceedings," said Frontier President and CEO Sean Menke. "Even in the face of extremely high fuel prices and strong competition in Denver, we were able to show an operating profit for the second month in a row. We have implemented plans to generate more revenue and have been able to meet and exceed our cost targets for the summer months as we plan our emergence from bankruptcy." Frontier showed a profit from operations despite a 61% increase in fuel costs per gallon, excluding fuel hedging activities, as compared to the same period last year. For the month, Frontier's mainline cost per available seat mile excluding fuel decreased 12.9% to 5.4 cents on a capacity decrease of 2% year-over-year. Frontier's cash and short-term investments increased to $77,800,000 at the end of August, including net proceeds of $28,000,000 from the first traunch of debtor in possession financing provided by three members of Frontier's Unsecured Creditor's Committee and net proceeds of $4,200,000 from a sale-leaseback transaction involving one of Frontier's aircraft. As already announced, Frontier has entered into an agreement with VTB Leasing to sell six of its Airbus A319 aircraft. In early September the Company closed on the sale of two of the six aircraft and is scheduled to close on the remaining aircraft later this calendar year. FRONTIER AIRLINES HOLDINGS, INC., ET AL. Unaudited Condensed Consolidated Balance Sheet As of August 31, 2008 ASSETS CURRENT ASSETS: Cash and cash equivalents $74,186,000 Short-term investments 3,740,000 Restricted investments 187,609,000 Receivables, net of an allowance for doubtful accounts 59,546,000 Security and other deposits - Prepaid expenses and other assets 27,280,000 Inventories, net of allowance 15,838,000 Assets held for sale 858,000 -------------- Total current assets 369,057,000 Property and other equipment, net 771,206,000 Security and other deposits 29,605,000 Aircraft pre-delivery payments 3,497,000 Restricted investments 2,987,000 Deferred loan expenses and other assets 17,135,000 -------------- Total Assets $1,193,487,000 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities not subject to compromise: CURRENT LIABILITIES: Accounts payable $47,615,000 Air traffic liability 194,523,000 Other accrued expenses 139,792,000 Deferred revenue and other current liabilities 19,305,000 PDP financing - DIP financing 30,000,000 -------------- Total current liabilities not subject to compromise 431,235,000 Deferred revenue and other liabilities 22,786,000 -------------- Total liabilities not subject to compromise 454,021,000 Liabilities subject to compromise 652,712,000 -------------- Total Liabilities 1,106,733,000 STOCKHOLDERS' DEFICIT: Preferred stock - Common stock 37,000 Additional paid-in capital 196,468,000 Unearned ESOP shares (274,000) Other comprehensive loss - Accumulated deficit (109,477,000) -------------- Total Stockholders' Equity 86,754,000 -------------- Total Liabilities and Stockholders' Equity $1,193,487,000 ============== FRONTIER AIRLINES HOLDINGS, INC., ET AL Unaudited Condensed Consolidated Statement of Operations Month Ended August 31, 2008 Revenues: Passenger $122,420,000 Cargo 693,000 Other 3,715,000 -------------- Total revenues 126,828,000 Operating expenses: Flight operations 14,370,000 Aircraft fuel 60,333,000 Aircraft lease 9,892,000 Aircraft and traffic servicing 15,523,000 Maintenance 8,751,000 Promotion and sales 8,083,000 General and administrative 3,443,000 Operating expenses -- regional partner - Loss (gain) on sales of assets, net - Employee separation and other charges (464,000) Depreciation 3,600,000 -------------- Total operating expenses 123,531,000 -------------- Operating income 3,297,000 Non-operating income (expense): Interest income 504,000 Interest expense (2,621,000) Loss from early extinguishment of debt (217,000) Other, net (65,000) -------------- Total non-operating expense, net (2,399,000) Loss before reorganization items & income taxes 898,000 Reorganization items 6,512,000 Income taxes - -------------- Net Loss ($5,614,000) ============== FRONTIER AIRLINES HOLDINGS, INC., ET AL. Unaudited Condensed Consolidated Statement of Cash Flow Month Ended August 31, 2008 Cash flows from operating activities: Net Loss ($5,614,000) Adjustments to reconcile net loss to net cash used in operating activities: ESOP and stock option compensation expense 186,000 Depreciation and amortization 3,737,000 Assets beyond economic repair 90,000 Mark to market losses on derivative contracts 543,000 Proceeds received for settled derivative contracts - Loss (Gain) on disposal of equipment and other assets, net - Loss on early extinguishment of debt 218,000 Unrealized loss on short-term investments - Changes in operating assets and liabilities: Restricted investments 457,000 Receivables (1,224,000) Security and other deposits (3,225,000) Prepaid expenses and other assets 6,627,000 Inventories 3,584,000 Other assets (2,000) Accounts payable (4,987,000) Air traffic liability (25,810,000) Other accrued expenses 79,657,000 Deferred revenue and other liabilities 701,000 Reorganization items 6,512,000 -------------- Net cash provided by operating activities 61,450,000 Cash flows from reorganization activities Net cash provided by reorganization activities 555,000 Cash flows from investing activities: Aircraft purchase deposits made (1,841,000) Aircraft purchase deposits returned - Sale of short-term investment - Proceeds from the sale of property and equipment and assets held for sale 78,000 Capital expenditures (375,000) Deposits held in restricted funds for the sale of aircraft (80,550,000) Proceeds from the sale of aircraft -- reorganization activity 29,300,000 -------------- Net cash used in investing activities (53,388,000) Cash flows from financing activities: Proceeds from DIP financing (postpetition) 30,000,000 Extinguishment of long-term borrowings - Principal payments on long-term borrowings (3,005,000) Extinguishment of long-term borrowings -- reorganization activity (23,877,000) Principal payments on short-term borrowing - Payment of financing fees (2,053,000) -------------- Net cash provided by financing activities 1,065,000 Increase in cash and cash equivalents 9,682,000 Cash and cash equivalents at beginning of period 64,504,000 -------------- Cash and cash equivalents at end of period $74,186,000 ============== About Frontier Airlines Inc. Headquartered in Denver, Colorado, Frontier Airlines Inc. -- http://www.frontierairlines.com/-- provide air transportation for passengers and freight. They operate jet service carriers linking their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities in Mexico, and 1 city in Canada, well as provide service from other non-hub cities, including service from 10 non-hub cities to Mexico. The Debtor and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08- 11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. (Frontier Airlines Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN CASINO: Files Monthly Operating Report for August ----------------------------------------------------------- Greektown Holdings, LLC Balance Sheet As of August 31, 2008 Assets Cash $0 Inventory Accounts receivable Insider Receivables 2,892,586 Property and Equipment Land and buildings 0 Furniture, fixtures and equipment 0 Other Assets Financing Fees 0 Notes receivables from affiliates 372,561,608 Investments in affiliate 128,125,441 -------------- Total Assets $503,579,635 ============== Liabilities and Stockholder's Equity Postpetition liabilities: Accounts payable $0 Rent and lease payable 0 Wages and salaries 0 Taxes payable 0 Other 800,000 -------------- Total postpetition liabilities 800,000 Secured liabilities subject to postpetition collateral or financing order 58,595,844 All other secured liabilities 313,965,764 -------------- Total secured liabilities 372,561,608 Prepetition liabilities: Taxes and other priority liabilities 0 Unsecured liabilities 211,935,682 Discount on bonds 0 -------------- Total prepetition liabilities 211,935,682 Kewadin equity (99,399,607) Monroe equity (87,697,011) Owner's capital 488,947 Retained earnings prepetition 116,601,907 Retained earnings postpetition (11,711,890) -------------- Total stockholders' equity (81,717,655) Total liabilities 585,297,290 -------------- Total Liabilities & Shareholders' Deficit $503,570,635 ============== Greektown Holdings, LLC Income Statement As of August 31, 2008 Total revenue/sales $0 Cost of sales 0 -------------- Gross profit 0 Operating Expenses Interest expense 1,657,292 Accounting fees - credit 0 -------------- Total expenses 1,657,292 Net operating profit/(loss) Add: Non-operating income 0 Interest income 0 Other income 0 Less: Non-operating expenses 0 -------------- Net Income(Loss) ($1,657,292) ============== Greektown Holdings, LLC Cash Flow Statement For the month ended August 31, 2008 Cash - beginning of month $0 Receipts 0 Balance available 0 -------------- Less disbursements 0 -------------- Cash - end of month $0 ============== Greektown Casino LLC Balance Sheet As of August 31, 2008 Assets Cash $18,408,611 Inventory 404,442 Accounts receivable 5,417,530 Insider Receivables 0 Property and Equipment Land and buildings 443,017,369 Furniture, fixtures and equipment 80,623,754 Accumulated depreciation (132,551,369) Other 14,568,376 Other 145,852,125 -------------- Total Assets $575,740,837 ============== Liabilities and Stockholder's Equity Postpetition liabilities: Accounts payable $30,859,836 Rent and lease payable 0 Wages and salaries 2,403,612 Taxes payable 356,473 Other 309,473 -------------- Total postpetition liabilities 33,929,835 Secured liabilities subject to postpetition collateral or financing order 58,595,844 All other secured liabilities 313,965,764 -------------- Total secured liabilities 372,561,608 Prepetition liabilities: Taxes and other priority liabilities 3,494,231 Unsecured liabilities 35,590,715 Other 2,039,008 -------------- Total prepetition liabilities 41,123,954 Equity 47,646,499 Owner's capital 0 Retained earnings prepetition 82,744,007 Retained earnings postpetition (2,265,066) -------------- Total stockholders' equity 128,125,440 Total liabilities 447,615,397 -------------- Total Liabilities & Shareholders' Deficit $575,740,837 ============== Greektown Casino LLC Income Statement As of August 31, 2008 Total revenue/sales $26,638,220 Cost of sales 2,775,912 -------------- Gross profit 23,862,308 Operating Expenses Officer compensation 82,374 Salary expenses, other employees 4,330,603 Employees benefits & pensions 1,903,780 Payroll taxes 496,162 Other taxes 513,396 Rent and lease expense 5,072 Interest expense 1,965,075 Insurance 146,054 Automobile & truck expense 0 Utilities 241,064 Depreciation 432,662 Travel and entertainment 1,655 Repairs and maintenance 19,455 Advertising 501,815 Supplies, office expense, etc. 16,672 Gaming taxes 7,014,477 G&A expenses 2,798,795 F&B expenses 572,280 MGCB Fee 818,866 Parking/other (82,408) -------------- Total expenses 21,777,849 Net operating profit/(loss) 2,084,459 Add: Non-operating income 0 Interest income 13,565 Other income 0 Less: Non-operating expenses 0 Professional fees 1,043,757 Other 131,236 -------------- Net Income/Loss $923,031 ============== Greektown Casino LLC Cash Flow Statement For the month ended August 31, 2008 Cash - beginning of month $5,638,704 Receipts 42,551,589 Balance available 48,190,293 -------------- Less disbursements 43,803,470 -------------- Cash - end of month $4,386,823 ============== About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC and its affiliates -- http://www.greektowncasino.com/-- operates world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. When the Debtor filed for protection from its creditors, it listed consolidated estimated assets and debts of $100 million to $500 million. (Greektown Casino Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). HOOPS HOLDINGS: Files Monthly Operating Report for August --------------------------------------------------------- Hoops Holdings LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware their monthly operating operating for August, 2008. The Debtors reported total assets of $77,888,084 and total liabilities of $106,228,905, resulting in a $28,340,820 stockholders' deficit. A full-text copy of the Debtors' August monthly operating report is available for free at: http://researcharchives.com/t/s?3356 About Hoop Holdings Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and operates gift, novelty, and souvenir shops. The company and two of its affiliates (Hoop Retail Stores, LLC and Hoop Canada Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008 (Bankr. D. Del. Lead Case No. 08-10544). Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, represents the Debtors in their restructuring efforts. Gibson Dunn & Crutcher LLP serves as the Debtors' as special counsel. Traxi LLC provides crisis management services to the Debtors. The U.S. Trustee for Region 3 has appointed seven members to the official committee of unsecured creditors. Pepper Hamilton LLP serves as the Committee's Delaware counsel. When the Debtors' filed for protection against their creditors, they listed assets and debts between $100 million to $500 million. LANDSOURCE COMMUNITIES: Files Amended Schedules of Assets & Debts ----------------------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware an amended copy of LandSource Communities Development, LLC's schedules of assets and liabilities, disclosing: A. Real Property None B. Personal Property B.1 Cash on hand None B.2 Checking, savings, other financial accounts Bank of America $6,374,491 JP Morgan Chase 104,956 JP Morgan Chase 0 B.3 Security deposits None B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.7 Furs and jewelry None B.8 Hobby equipments None B.9 Interest in insurance policies None B.10 Annuities None B.11 Interest in an Education IRA None B.12 Interest in pension or profit sharing plans None B.13 Stock and interest in businesses None B.14 Interest in partnerships 100% ownership of LandSource Holding Company, LLC Undetermined B.15 Government and corporate bonds None B.16 Accounts Receivable None B.17 Alimony None B.18 Other Liquidated Debts None B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property Lennar Homes of California, Inc. Unknown LNR NWHL Holdings, Inc. Unknown LNR Land Partners Sub, LLC Unknown B.22 Patents None B.23 General intangibles None B.24 Customer lists None B.25 Vehicles None B.26 Accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies None B.29 Machinery None B.30 Inventory None B.31 Animals None B.32 Crops None B.33 Farming equipments None B.34 Farm supplies None B.35 Other Personal Property None TOTAL SCHEDULED ASSETS $6,479,448 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . E. Unsecured Priority Claims None F. Unsecured Non-priority Claims Lennar Corporation 1,002,453 Lennar Homes of California, Inc. 531,395 Gary H. Hunt Group 6,666 Bellinger & Dewolf, LLP 5,518 Clifford Change 469 AT&T Mobility 93 Bank of America Undetermined LNR Land Housing Partners Sub, LLC Undetermined MW Housing Partners III, LP Undetermined TOTAL SCHEDULED LIABILITIES $1,286,237,109 ========================================================= About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: Friendswood Development's Schedules ----------------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware Friendswood Development Co.'s amended schedules of assets and liabilities, disclosing: A. Real Property Friendswood - Houston, Texas $1,384,149 B. Personal Property B.1 Cash on hand None B.2 Checking, savings, other financial accounts None B.3 Security deposits None B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.9 Interest in insurance policies None B.13 Stock and interest in businesses None B.14 Interest in partnerships None B.15 Government and corporate bonds None B.16 Accounts Receivable None B.18 Other Liquidated Debts None B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property None B.22 Patents None B.23 General intangibles None B.24 Customer lists None B.25 Vehicles None B.26 Accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies None B.29 Machinery None B.30 Inventory None B.35 Other Personal Property TOTAL SCHEDULED ASSETS $1,384,149 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . E. Unsecured Priority Claims None F. Unsecured Non-priority Claims Evenflow Services, LLC 58,334 Scohil Construction Services, LLC. 10,648 TCB 10,500 Humble ISD 8,234 Lennar (Friendswood) 1,816 Post Oak Publishing, Inc. 1,428 Horizon Environmental Svcs 1,428 Lake Houston Lawn Care, Inc 1,404 KPRC-TV2 1,214 KKB Creative Consulting 1,098 Houston Chronicle 904 Scohil Construction Svcs. LLC 608 Minuteman Press 547 Nowstun LLC 531 Image Display Systems 346 Zephyr Salvo Communications, Inc 276 North American Title Co 35 Gerling America Insurance Co Undetermined TOTAL SCHEDULED LIABILITIES $1,284,787,445 ========================================================= The SAL amended the original SAL filed by the Debtor on Sept. 6. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: LandSource Holding's Schedules ------------------------------------------------------ LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware an amended copy of LandSource Holding Company, LLC's schedules of assets and liabilities, disclosing: A. Real Property Blackstone Vill. #4 & 6, El Dorado Hills $42,239,898 Blackstone Village #1, El Dorado Hills 27,177,810 Blackstone Village #18, El Dorado Hills 15,343,853 Harveston - Emery - Danbury, Riverside 15,118,219 Greenbriar Falls, Monmouth, NJ 14,968,448 Blackstone Village #7, El Dorado, CA 14,863,598 Copper Canyon - Group 1, Layton, NV 14,463,451 Greenbriar @ Cape May, Cape May, NJ 13,229,278 Palm Ranch - Group 1, Tulare, CA 12,546,922 Sun City / Sunshine Village, Tampa, FL 12,162,740 Coachella, Riverside, CA 12,000,000 Westlake Village Greens, Sacramento, CA 11,928,694 Palm Springs Classic, Riverside, CA 11,849,644 Blackstone Village #5a, El Dorado Hills 11,422,983 Harveston 1 - Barrington, Riverside, CA 8,260,000 Mariposa, Contra Cosa, CA 8,000,000 Briggs @ Jefferson, Riverside, CA 7,801,549 Damonte 5 - Village 5, Washoe, NV 5,010,928 Damonte 5 - Village 4, Washoe, NV 5,991,202 Lakes by the Bay, Miam-Dade County, FL 5,813,520 The Gables & Meriwether, Orange, CA 5,416,425 Damonte 5 - Village 1, Washoe, NV 3,958,998 Damonte 5 - Village 2, Washoe, NV 3,911,894 Kings Ridge Golf Course, Clermont, FL 3,849,056 Rio Del Oro, Yuba, CA 3,060,869 Mc Sweeny, Riverside, CA 2,755,000 Damonte 5 - Village 3, Washoe, NV 3,553,420 Pioneer Meadows Village #2, Washoe, NV 2,852,195 Lincoln Crossings 6C, Placer, CA 2,329,411 Terravista 112, Maricopa, AZ 1,913,931 Indian Palms 45's, Riverside, CA 1,193,081 Indian Palms 50's, Riverside, CA 775,268 Terravista 1, Maricopa, AZ 739,999 Tamaron, Pinal, AZ 701,548 Blackstone Village #3, El Dorado Hills written in doc as [16,111.392] B. Personal Property B.1 Cash on hand None Petty Cash 100 B.2 Checking, savings, other financial accounts Bank Atlantic 331,744 Executive National Bank 167,616 Bank of America 13,247 Bank of America 8,105 B.3 Security deposits None B.4 Household goods and furnishings None B.6 Wearing apparel None B.5 Books, pictures, other art objects None B.9 Interest in insurance policies None B.12 Interest in pension or profit sharing plans None B.14 Interest in partnerships LandSource Communities Development Sub, LLC Unknown Lennar Bressi Ranch Venture, LLC Unknown Lennar Land Partners II Unknown Lennar Mare Island, LLC Unknown LNR-Lennar Washington Square, LLC Unknown NWHL GP LLC Unknown Southwest Communities Development, LLC Unknown The Newhall Land and Farming Company (a California Limited Partnership) Unknown B.15 Government and corporate bonds None B.16 Accounts Receivable None Kings Ridge Community Association 24,900 Florida Sales Tax Overpayment 3,738 Golf Pac 2,073 Golf Zoo 405 Tee Times 50 B.18 Other Liquidated Debts Purchase Money Promissory Note 20,102,500 Interest Receivable on Promissory Note 378,982 B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property North American Title Company Unknown Kings Ridge Community Association Unknown B.22 Patents None B.25 Vehicles None B.26 Accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies None B.29 Machinery None Equipment and Furniture 50,196 B.30 Inventory None B.35 Other Personal Property None TOTAL SCHEDULED ASSETS $328,287,508 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . Lakes by the Bay South Community 2,414,305 E. Unsecured Priority Claims None F. Unsecured Non-priority Claims Icon Constructors, Inc 482,371 W. Jackson & Sons Construction Co. 445,987 Downrite Engineering Corporation 340,785 LLP W. Jackson & Sons Construction 283,609 Bennett Grassing & Hay Farms 34,597 Kings Ridge Community Assoc., Inc. 25,597 Ford Engineers, Inc. 22,876 Breedlove, Dennis & Associates 21,795 LLP Kearney Construction 17,682 Blackstone Master Association 15,700 LLP Heidt & Associates 12,500 The CIT Group 9,136 Breedlove, Dennis & Associates 8,697 Bennett Grassing & Hay Farms 7,895 Heidt & Associates, Inc. 7,702 Lincoln Crossing Community Association 7,130 Dixie Landscape Co. 5,263 Duane Morris 5,043 Baywinds Community Association 5,224 Customer Application Services, Inc. 4,500 Bennett Grassing & Hay Farms 3,844 Tamaron Homeowners Association 3,834 Lesco Credit Services 3,836 Turf Management 3,741 The Orlando Sentinel 3,264 RC Dunn Oil Company 2,838 Kearney Construction 2,322 RBS Asset Finance 2,111 WescoTurf Supply, Inc. 2,068 Proplus Golf Services, Inc. 2,031 LLP Hillsborough Co. 1,975 Sumter Electric Cooperative 1,845 NFL Greenbriar Landscaping 1,804 Environmend 1,510 Developers Resource Group 1,312 Home Depot Credit Services 1,257 AT&T Advertising & Publishing 911 Harrells Fertilizer 883 Paradigm Engineering 880 Aim Window Cleaning & Janitorial SVC 830 Lennar Corporation 820 City of Clermont 558 LLP Kearney Construction 554 Bercow radell & Fernandez, P.A. 550 Breedlove, Dennis & Associates 495 G&K Services 472 SPRINT 464 Miami - Dade D.E.R.M 462 Booth, Ern, Straughan & Hiott 300 Lake County Automotive, Inc. 341 Smith Aerial 227 Office Depot 119 Polk, Donald Undetermined Randall, Howard Undetermined Santee, Donald Undetermined State of Florida Dept. of Transportation Undetermined Tampa Palms North Owners Association Undetermined Lennar Reno, LLC Undetermined Lennar Renaissance, Inc Undetermined Lennar Homes of California, Inc Undetermined U.S. Home Corporation Undetermined Lennar Communities Development, Inc. Undetermined Lennar Fresno, Inc. Undetermined Lennar Communtities, Inc. Undetermined Lennar Communities of Nevada, LLC Undetermined Briarwood Capital LLC Undetermined Campbell, William Undetermined Floyd, Marquette Undetermined Fowler, Robert Undetermined Gerling America Insurance Co Undetermined Gordon, Roy Undetermined Holzman, Seymour Undetermined Joseph Padron Undetermined Tirell, Maynard Undetermined Turf Management Undetermined Turf Management Undetermined Others 2,298 TOTAL SCHEDULED LIABILITIES $1,288,919,685 ========================================================= About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: Lennar Land Partners II's Schedules ----------------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware Lennar Land Partners II's amended schedules of assets and liabilities, disclosing: A. Real Property None B. Personal Property B.1 Cash on hand None B.2 Checking, savings, other financial accounts Bank of America $2,190,186 B.3 Security deposits None B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.9 Interest in insurance policies None B.13 Stock and interest in businesses None B.14 Interest in partnerships None Friendswood Development Company, LLC Unknown Kings Wood Development, LC Unknown Lennar Moorpark, LLC Unknown Lennar Stevenson Holdings, LLC Unknown LLPII HCC Holdings, LLC Unknown LLPII Holdings, LLC Unknown LSC Associates, LLC Unknown Stevenson Ranch Venture, LLC Unknown The Estates at Ocean Ridge, LLC Unknown B.15 Government and corporate bonds None B.16 Accounts Receivable None B.18 Other Liquidated Debts None B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property None Counterclaim against Briarwood Capital Unknown B.22 Patents None B.23 General intangibles None B.24 Customer lists None B.25 Vehicles None B.26 Accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies None B.29 Machinery None B.30 Inventory None B.35 Other Personal Property TOTAL SCHEDULED ASSETS $2,190,186 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . E. Unsecured Priority Claims 0 F. Unsecured Non-priority Claims Golden State Fence Company 622 City of Oceanside 278 Palomar Grading & Paving Inc. 248 Allen Brothers Construction, Inc 239 Valley Pacific Concrete, Inc. 120 Harris Fence Company, Inc. 29 Briarwood Capital LLC Undetermined Poe Investment Company, LLC Undetermined Ong, Edward Undetermined Severo, Sergio M. Undetermined TOTAL SCHEDULED LIABILITIES $1,284,690,513 ========================================================= The SAL amended the original SAL filed by the Debtor on Sept. 6. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: Lennar Mare Island LLC's Schedules ----------------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the Court to the U.S. Bankruptcy Court an amended copy of Lennar Mare Island, LLC's schedules of assets and liabilities, disclosing: A. Real Property Mare Island - Vallejo, Ca $65,498,492 Building Improvements - Vallejo, CA 2,209,607 Improvements - Vallejo, CA 282,949 B. Personal Property B.1 Cash on hand Petty cash 500 B.2 Checking, savings, other financial accounts California Bank & Trust 1,042,139 B.3 Security deposits None B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.9 Interest in insurance policies None B.13 Stock and interest in businesses None B.14 Interest in partnerships None B.15 Government and corporate bonds None B.16 Accounts Receivable None B.19 Equitable or future interests None B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property None B.22 Patents None B.23 General intangibles None B.24 Customer lists None B.25 Vehicles None B.26 Accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies Furniture & equipment 21,334 Rental equipment 19,632 B.29 Machinery B.30 Inventory None B.35 Other Personal Property Prepaid Insurance - Mare Island, CA 806,385 Prepaid Property Taxes - Solano County, CA 19,615 TOTAL SCHEDULED ASSETS $69,900,653 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . Bay Cities Paving and Gravel Unliquidated Bigham Taylor Roofing Unliquidated CH2M Hill, Inc. Unliquidated Chaudary & Associates, Inc. Unliquidated D.A. Pope Inc. Unliquidated Desilva Gates Construction Unliquidated East Bay Construction Unliquidated Engeo, Inc. Unliquidated Ghilotti Construction Unliquidated North Bay Construction Unliquidated Pacific States Environmental Unliquidated Park West Landscape, Inc. Unliquidated Rainbow Waterproffing Unliquidated Smith Dimension Construction Unliquidated E. Unsecured Priority Claims None F. Unsecured Non-priority Claims City of Vallejo 552,315 Pacific States Environmental 366,655 North Bay Construction Inc 190,327 Lennar Communities NCU 174,461 East Bay Construction Company 152,577 Ghilotti Construction 152,430 Rainbow Waterproofing & Restoration 147,453 Morrison & Foerster, LLP 141,069 Desilva Gates Construction 124,540 Smith Denison Construction Co 120,164 Chaudhary & Associates, Inc. 97,025 Ware Malcomb 72,996 Bigham Taylor Roofing Corp 65,976 Esco Marine, Inc. 50,000 Island Energy 44,294 CB Richard Ellis, Inc. 42,548 Wine Central LLC 37,637 Universal Protection Service 37,562 CH2M Hill Constructors Dept 35,210 Paul Hastings Janofsky, & Walke 34,769 Alamillo Rebar, Inc. 33,766 Park West Landscaping, Inc. 29,608 Western Dovetail 25,000 Bill Neads 25,000 Carpenter Group 25,000 Cagwin & Dorward Landscape 23,403 Treadwell & Rollo 20,677 C. S. Marine Constructors, Inc. 19,200 Storage Mobility of CA, LLC 17,500 Matrix HG Inc 16,953 Cooper Crane & Rigging 16,000 Globalcrete LLC 15,600 Roofing Supply Group, Inc. 15,000 Kennedy-Wilson SF Corp 14,041 Keadjian Associates 13,500 Klamath Boat, LLC 11,618 J V Lucas Paving Inc. 10,750 BDE Architecture (Berge, Detmer, Ennis) 10,416 C. B. Richard Ellis, Inc. 10,000 Performance Contracting, Inc. 10,000 Mark R. Nelson 10,000 Cable Moore, Inc. 10,000 Marjorie L. Brown 10,000 Syar Industry 10,000 North Bay Janitorial Services, Inc. 9,433 Steiny & Company 9,265 Granberg International, Inc. 8,200 Novo Construction 8,114 A Plus Tree Service 8,038 Battlebots, Inc. 8,000 Six Flags Marine World 7,500 Cox, Castle & Nicholson, LLP 7,389 EP Architectural Builders, Inc. 7,044 Arcmatic Automated Welding System 7,000 Expertees 7,000 Orantes Architectural Metals. Inc 7,000 Triton Truck Repair 6,800 C.R. Fireline, Inc. 6,725 Sonrise Consolidated, Inc. 6,275 Eldon T. Peterson 6,173 Tony Pennisi 6,000 Valley Floor Company 5,838 Nextel of California, Inc. 5,500 McCovey's 5,000 Timothy Rose Artist 5,000 Hal Pierce Electric Company, Inc. 5,000 Matteri Electric 4,959 Industrial Field Labor 4,681 Lucas Demolition, Inc 4,319 Pacific Bell Wireless 4,000 Newmeyer & Dillion, LLP 3,518 Cooper Crane & Rigging 3,100 Home Depot 3,000 Magnolia Hospitality Group, Inc. 3,000 Packaging Arts 4,500 Red Barn Productions 4,000 Shining Star Children's House, Inc. 4,000 Vigilante Insurance Company et al Undetermined Others 73,142 TOTAL SCHEDULED LIABILITIES $1,288,002,080 ========================================================= About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: Lennar Washington Square's Schedules ------------------------------------------------------------ LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware an amended copy of LNR-Lennar Washington Square, LLC's schedules of assets and liabilities, disclosing: A. Real Property Washington Square Los Angeles, CA $79,687,732 B. Personal Property B.1 Cash on hand None B.2 Checking, savings, other financial accounts Bank of America 31,421 B.3 Security deposits The Gas Company 2,319 LA Dept. of Water Works & Power 1,380 B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.9 Interest in insurance policies None B.12 Interest in pension or profit sharing plans None B.13 Stock and interest in businesses None B.14 Interest in partnerships None B.15 Government and corporate bonds None B.16 Accounts Receivable None B.18 Other Liquidated Debts None B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property None B.22 Patents None B.25 Vehicles None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies None B.29 Machinery None B.30 Inventory None B.35 Other Personal Property Prepaid Property Taxes - Los Angeles, CA 27,952 Prepaid Property Taxes - Solano County, CA 27,952 Prepaid Insurance - Los Angeles, CA 810,806 TOTAL SCHEDULED ASSETS $80,589,562 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . Dynamic Plumbing Commercial, Inc. Unliquidated Helix Electronic, Inc. Unliquidated Southern Sun Construction Co. Inc. Unliquidated Williams Mechanical, Inc. Unliquidated E. Unsecured Priority Claims None F. Unsecured Non-priority Claims City of Vallejo 552,364 Pacific States Environmental 366,655 North Bay Construction Inc 190,327 Lennar Homes of California, Inc. 174,461 East Bay Construction Company 152,577 Ghilotti Construction 152,430 Rainbow Waterproofing & Restoration 147,453 Morrison & Foerster, LLP 141,069 Desilva Gates Construction 124,540 Smith Denison Construction Co 120,164 Chaudhary & Associates, Inc. 97,025 Ware Malcomb 72,996 Bigham Taylor Roofing Corp 65,976 Esco Marine, Inc. 50,000 Island Energy 44,294 CB Richard Ellis, Inc. 42,548 Universal Protection Service 37,562 Wine Central LLC 37,637 CH2M Hill Constructors 35,210 Paul Hastings Janofsky, & Walke 34,769 Alamillo Rebar, Inc. 33,766 Park West Landscaping, Inc. 29,608 Western Dovetail 26,500 Bill Neads 25,000 Carpenter Group 25,000 Cagwin & Dorward Landscape 23,403 Treadwell & Rollo 20,677 C. S. Marine Constructors, Inc. 19,200 Cooper Crane & Rigging 19,100 Storage Mobility of CA, LLC 17,500 Matrix HG Inc 16,953 Globalcrete LLC 15,600 Roofing Supply Group, Inc. 15,000 Kennedy-Wilson SF Corp 14,041 Keadjian Associates 13,500 Performance Contracting, Inc. 12,386 Klamath Boat, LLC 11,618 J V Lucas Paving Inc. 10,750 BDE Architecture (Berge, Detmer, Ennis) 10,416 C. B. Richard Ellis, Inc. 10,000 Syar Industry 10,000 Cable Moore, Inc. 10,000 Marjorie L. Brown 10,000 Mark R. Nelson 10,000 North Bay Janitorial Services, Inc. 9,433 Steiny & Company 9,265 A Plus Tree Service 8,952 Granberg International, Inc. 8,200 Novo Construction 8,114 Battlebots, Inc. 8,000 Expertees 7,000 Six Flags Marine World 7,500 Cox, Castle & Nicholson, LLP 7,389 EP Architectural Builders, Inc. 7,044 Arcmatic Automated Welding System 7,000 Orantes Architectural Metals. Inc 7,000 Triton Truck Repair 6,800 C.R. Fireline, Inc. 6,725 Sonrise Consolidated, Inc. 6,275 Tony Pennisi 6,000 Eldon T. Peterson, dba 6,173 Valley Floor Company 5,838 Nextel of California, Inc. 5,500 Timothy Rose Artist 5,000 Hal Pierce Electric Company, Inc. 5,000 McCovey's 5,000 Matteri Electric 4,959 Industrial Field Labor 4,681 Packaging Arts 4,500 Lucas Demolition, Inc 4,319 Red Barn Productions 4,000 Shining Star Children's House, Inc. 4,000 Pacific Bell Wireless 4,000 Newmeyer & Dillion, LLP 3,518 ENGEO Incorporated 3,304 AFLAC 3,000 Magnolia Hospitality Group, Inc. 3,000 Home Depot 3,000 Miam LLC 2,700 Tri-City Fence Company, Inc. 2,630 Chateau Electric 2,551 Advance Construction 2,550 Pro Steel Erectors, Inc. 2,500 City of Pittsburg 2,250 Ferguson Group, LLC 2,178 Hanford ARC 2,175 Vallejo Garbage Company 2,039 Pacific Blue Traders, Inc. 2,000 Bernard Bedeur 2,000 Praxis Associates 2,000 Patrick & Dana Vande Weg 2,000 Lords Fellowship Center 2,000 Cerberus & Company 1,900 Vallejo Sanitation & Flood Control 1,716 A J Supply, LLC 1,500 National Association of USS LCS(L) 1-130 1,500 Lucas, Austin and Alexander LLC 1,500 DL Equipment Company, Inc. 1,500 Matrix, Inc. 1,216 Alco Iron & Metal Co. 1,112 Cole Supply Co., Inc. 1,036 Ramcon Co., Inc. 1,004 Desal LLC 1,000 Jerry Carter 1,000 Jacqueline Barsotti 1,000 Stone Veneer by McIntyre Manufacturing 1,000 Hastings, Walter Andrew Undetermined Vigilante Insurance Company et al Undetermined Others 12,428 TOTAL SCHEDULED LIABILITIES $1,288,002,080 ========================================================= About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: Newhall (California)'s Schedules -------------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware an amended copy of The Newhall Land and Farming Company (A California Limited Partnership)'s schedules of assets and liabilities, disclosing: A. Real Property Newhall Ranch, Homestead $218,780,433 Newhall Ranch, Potrero Valley 144,098,230 Newhall Ranch, Mission Village 104,371,389 Newhall Ranch, Landmark Village 83,588,762 Valencia, Entrada 70,458,539 Valencia, RiverVillage 47,355,886 Valencia, West Hills A 43,923,206 Valencia, Villa Metro 17,408,989 Newhall Orchard 16,662,867 Valencia Commerce Center 16,328,571 PM 13331 (Old Road) 6,544,806 Infrastructure, net - unallocated 6,510,711 Dry Land Grazing 1,600,145 Old Home Finding Center- Old Info Center 1,157,610 Valencia, Castaic Mesa 4,449,246 Dry Land Grazing 3,733,673 Valencia, Castaic Acreage 2,095,428 Valencia, Camino Viejo 471,301 Castaic Teardrop 238,117 Valencia, Wiley 142,870 Irrigation Pipeline 136,058 Wells 98,544 Transit Center 93,552 Surface Irrigation Pipe 61,328 Wells 37,312 Irrigation Pipeline 32,015 Orange Trees 26,304 Lemon Trees 24,672 Well Pumps & Motors 6,235 Surface Irrigation Pipe 4,740 Well Pumps & Motors 5,347 Edison Easements 0 B. Personal Property B.1 Cash on hand Petty cash 1,529 B.2 Checking, savings, other financial accounts Bank of America 1,642,575 Wells Fargo Advantage Funds 198,161 Citibank 9,645 Wells Fargo Bank 4 JP Morgan Chase 0 B.3 Security deposits LA Dept. of Public Works 3,500,000 Southern California Edison 116,500 Federal Express 600 B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.7 Furs and jewelry None B.8 Hobby equipments None B.9 Interest in insurance policies Allied World Assurance 0 Axis Surplus Insurance 0 Essex Insurance Co. 0 Federal Insurance Co. 0 Hartford Casualty Insurance 0 Insurance Co of State of PA 0 Landmark American Insurance 0 Lantana Insurance Ltd 0 Lloyds of London 0 National Union Fire Insurance 0 Praetorian Insurance 0 San Felipe Indemnity Co Ltd 0 Travelers Indemnity Co. 0 B.13 Stock and interest in businesses The Newhall Land and Farming Company Unknown Valencia Realty Company Unknown Valencia Water Company Unknown Valencia Corporation Unknown B.14 Interest in partnerships Tournament Players Club at Valencia, LLC 2,400,289 B.15 Government and corporate bonds None B.16 Accounts Receivable Tournament Players Club at Valencia, LLC 1,955,281 Lennar Homes of California (Urban Reg.) 1,093,368 Valencia Commerce Center Assoc. 619,760 California Dept of Transportation 163,472 Lennar Homes of California (LA Ventura Homebuild Division) 309,506 Stevenson Ranch Venture, LLC 55,308 LA County Department of Public Works 40,300 Lennar Homes of California (Southern CA Urban Division) 23,697 Lennar Communities, Inc. (LA Land Division) 20,812 SCV Automobile Dealer's Association 20,412 Ashdon Development 11,334 Boskovich Farms 15,068 Saticoy 9,281 BBB Industries 6,660 Lennar Homes of California (Bay Area Division) 6,230 Lennar Corporation 2,037 Chiquita Canyon Landfill 5,032 Taylor & Borruel I, LLC 3,008 Lennar Corporation (Los Angeles Benefits) 2,846 USA Ag Supplies 1,018 Deardorff-Jackson 1,711 Valley Crest 998 Lennar Homes of California (Bakersfield Homebuild Division) 519 Valley Sod Farms 421 Lennar Homes of California (Northern Urban Division) 389 Underwood Ranches 172 Francisco Moreno 11 B.18 Other Liquidated Debts Sterling Gateway, L.P. 412,930 County of Los Angeles 54,701 Cal Fran Engineering 2,389 OCB Reprographics 885 United Imaging Inc 106 B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property County of Los Angeles - Property Tax Refund Unknown Landmark Insurance - Settlement for 2007 fire damage Unknown Landmark Insurance - Settlement for 2005 fire damage Unknown B.22 Patents See http://ResearchArchives.com/t/s?31cf Unknown B.23 General intangibles California Contractors License # 878388 Unknown B.24 Customer lists None B.25 Vehicles Ford F150, 4WD 18,563 Ford Ranger, 4WD 15,497 Ford Ranger, 4WD 14,761 Ford Ranger, 4WD 14,618 Ford Ranger, 2WD 12,344 Ford Ranger, Ext 11,048 Ford F150, 2WD 9,065 Ford Ranger, 4WD 5,744 Ford Explorer 3,683 Ford F250 2,806 Ford 150 2,523 Big Tex Trailer 0 Chevrolet Suburban 0 Chevrolet Tahoe 0 Ford Explorer 0 Ford Explorer XL 0 Ford 150 4x4 0 Ford F450 0 Ford Ranger 0 Ford Ranger 4x4 0 Ford Ranger XL 4 0 Ford Water Truck 0 GMC Dump Truck 0 Hillsboro Gooseneck Flatbed Trailer 0 International Flat Bed Truck 0 Miller FB Trailer 0 Office Trailer 0 Ramik Hose Trailer 0 Ramik Hose Trailer 0 Texas Bragg Utility Trailer 0 Trailer, Construction 0 Utility Trailer 0 Western World 7x18 Rancher Trailer 0 B.34 Farm supplies None B.35 Other Personal Property Newhall Ranch Water Rights 13,324,752 Approved Credits in Valencia Bridge & Thoroughfare District 10,067,149 Unapproved Credits in Valencia Bridge & Thoroughfare District 4,527,433 Prepaid Insurance 1,161,003 Residential Fire Fees 1,311,541 Approved Credits in Bouquet Bridge & Thoroughfare District 1,044,950 Prepaid Expenses - Western Golf 300,000 Prepaid Benefits 127,639 Approved Credits in Transit District 195,000 Prepaid Permit/Plan Check Fees 81,964 Prepaid Bond Premiums 53,230 Prepaid Maintenance Contracts & Subscriptions 45,255 Prepaid So. California Edison Prop License Fee 22,316 Prepaid Postage 14,489 Prepaid Rent 18,483 Prepaid Vehicle Maintenance Service 4,011 Mineral Rights Unknown TOTAL SCHEDULED ASSETS $837,305,545 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors. Altfillisch Contractors Inc 2,189,864 Canawill, Inc 1,466,137 Ward Corporation 1,374,495 John Burgeson Contractors I 1,317,668 Park West Landscape, Inc 1,245,032 RC Becker and Son, Inc 1,235,495 Hunsaker and Associates 1,039,050 Psomas 1,007,373 Sam Hill & Sons, Inc 989,080 Oakridge Landscape Inc 871,903 Others 716,414 R&R Pipeline 629,475 Pacific Advanced Civil Engineering 471,946 Granite Construction Company 405,013 American Heritage Landscape LP 393,908 Independent Construction Co 378,298 CA Rasmussen Inc 244,553 The Jasper Companies, Inc 242,046 Golden Eagle Construction Corp. 202,922 E Rosen Construction Inc 193,849 Golden State Fence Company 138,381 URS Corporation 137,005 Holliday Rock Co Inc 120,008 Nature-Gro Corporation 152,844 Valley Crest Tree Company 102,946 S&S Seeds 74,913 Royal Capital Trading 61,073 Valley Crest Tree Company 9,576 E. Unsecured Priority Claims Employee # 1135 154,758 Employee # 1077 114,483 Employee # 1085 106,735 Redacted 100,000 Employee # 1230 96,565 Employee # 1066 90,448 Employee # 1142 81,688 Employee # 1102 79,408 Employee # 1224 78,825 Employee # 1164 76,736 Employee # 1106 76,562 Employee # 1115 75,412 Employee # 1146 56,448 Employee # 1073 54,068 Employee # 1072 52,954 Employee # 1067 49,555 Employee # 1075 47,244 Employee # 1165 46,585 Employee # 1083 40,153 Employee # 1384 40,084 Employee # 1024 36,689 Employee # 1091 34,580 Employee # 1144 33,331 Employee # 1120 31,317 Employee # 1006 25,873 Employee # 1055 25,789 Employee # 1010 25,592 Employee # 1392 25,470 Employee # 1022 24,582 Employee # 1030 22,710 Employee # 1393 22,070 Employee # 1435 21,516 Employee # 1429 21,385 Employee # 1149 18,846 Employee # 1027 17,657 Employee # 1033 16,282 Employee # 1220 15,314 Employee # 103678 14,311 Employee # 1047 13,979 Employee # 1436 12,509 Employee # 1453 11,869 Employee # 1095 Undetermined Employee # 162400 Undetermined Others 40,869 F. Unsecured Non-priority Claims Altfillisch Contractors Inc 2,094,158 Oakridge Landscape, Inc 1,138,967 Sam Hill & Sons Inc 961,250 Hunsaker & Associates 913,926 Psomas & Associates 897,646 RC Becker & Son, Inc 772,731 City Of Santa Clarita 750,000 CH2M Hill, Inc 710,062 R&R Pipeline, Inc 648,898 RT Frankian & Associates 588,078 John Burgeson Contractors, Inc 522,380 Park West Landscape Inc 498,024 Dudek & Associates Inc 481,150 Pacific Advanced Civil Engineering 443,187 Granite Construction 405,186 Allan E. Seward Engineering Geology, Inc 396,979 Lennar Homes Of California (Urban Regional) 386,299 Independent Construction Company 378,297 American Heritage Landscape LP 376,034 Oberg Contracting Corp 354,757 CF Engineering 320,203 HRP Studio 278,380 CA Rasmussen Inc 240,997 New Turf Construction Inc 249,781 Golden Eagle Construction 196,834 The Jasper Companies Inc 194,947 Ward Corporation 191,215 The Collaborative West, Inc 188,666 LNR CPI Valencia Town Center Office LLC 183,466 E. Rosen Construction Inc 179,782 Los Angeles County 173,626 Downey Brand LLP 171,654 County Sanitation Districts Of Los Angeles County Sanitation 170,656 Bakersfield Well & Pump Company 163,834 CSI Electrical Contractors Inc 163,043 Lennar Homes Of California (Southern CA Urban Division) 158,998 Nature-Gro 137,842 URS Corp 137,005 Valley Crest Tree Company 131,517 T&D Electric 118,862 Philip Williams & Associates, Ltd 115,553 The Masonry Group Calif Central Inc 110,464 Impact Sciences Inc 108,504 DMJ&M & Harris Inc 105,882 Camarillo Engineering 105,105 William Hezmalhalch Architects, Inc 99,573 Santa Clarita Concrete 91,221 Golden State Fence Co 87,963 Alliance Land Planning & Engineering, Inc 87,211 Gatzke, Dillon & Balance 86,535 RM Construction 85,586 Environ International Corporation 84,437 HPS Mechanical 83,647 Barbour 80,000 Steiny & Company 77,302 Goodwin Procter LLP 77,122 Berco Oil Company 75,151 Dexter Wilson Engineering 71,967 RMC Inc 67,913 Metropointe Engineers Inc 65,198 Leighton And Associates, Inc 64,120 Engeo Incorporated 60,442 Nossaman, Gunther, Knox & Elliott, LLP 56,850 Sierra Cascade Construction Inc 57,342 Continental Grading Company 54,824 Colombo Construction Company 54,616 Classic Iron Craft 54,351 Edwards General Engineering Inc 53,618 Fence Factory 51,642 Austin Foust Associates, Inc 51,587 Sikand Engineering Associates 49,404 Paul, Hastings, Janofsky & Walker LLP 51,918 Hanes & Associates Inc 50,900 Western Farm Service, Inc 49,886 Geosyntec Consultants 49,702 Southern California Edison 48,241 Entrix, Inc 46,634 Willdan 44,140 Valencia Water Company 41,526 AT&T 41,478 The Planning Center 35,929 Golden West K-9 Inc 39,586 Total Site Maintenance 39,536 Caterpillar Financial Services 37,746 Sheppard Mullin Richter & Hampton LLP 37,323 Trademark Concrete Systems Inc 35,990 T.Y. Lin International 34,131 Evans & Sons Inc 33,888 Weston Mason Marketing 33,872 Blackwell Construction Inc 33,752 Valleycrest Landscape Development Inc 33,104 Loeb & Loeb 32,666 R&R Palacios Construction Inc 31,231 HRP Landesign 31,176 The MWW Group 30,299 Orrick, Herrington & Sutcliffe, LLP 30,145 Flsmidth Rahco Inc 29,500 Pinnacle Land Surveying 29,091 Pacific Coast Civil Inc 28,178 Reh Contracting Company Inc 26,663 Architects Orange 25,951 PKF Consulting Inc 24,726 Laer Pearce And Associates 24,336 David George & Associates Inc 23,929 Poliquin Kellogg Design Group 23,845 Los Angeles Times 22,868 Nickel Family, Llc 21,980 Homebuyers Guide 21,705 B&W Pipeline, Inc 20,800 BJ Palmer & Associates 21,351 GSI Water Solutions Inc 19,648 Zimmerman Group Inc 19,380 Richard Johnson & Associates 18,690 Irell & Manella LLP 18,424 Newhall School District 17,824 Tom Hoch Interior Designs Inc 17,816 Henkels & McCoy, Inc 16,500 Heritage Landscape, Inc 16,461 Gibbs And Associates 16,333 Deloitte & Touche Llp 15,500 Sterndahl Enterprises, Inc 15,227 Cox, Castle & Nicholson 14,361 Britz Fertilizers, Inc 12,839 Compliance Biology 12,686 CBS Outdoor 12,587 Penfield & Smith 12,240 Bloom Biological Inc 10,223 Flotek, Inc 11,652 Gausman & Moore Association Inc 11,960 Hydro-Scape Products, Inc 11,920 Nadel Architects Llp 11,442 Government Relations Inc 11,333 Old Road Venture, Llc 11,207 Nordman, Cormany, Hair & Compton 11,038 Steve Kennedy 10,850 Schwartz Oil Company Inc 10,720 National Community Renaissance Of California 10,533 National Plant Services Inc 10,350 Provost & Pritchard 10,116 Reliable Graphics 10,038 K & S Air Conditioning 3,190 Kennedy Enterprises 2,500 Others 440,187 Total Scheduled Liabilities $1,326,153,064 ========================================================= About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: Southwest Communities' Schedules -------------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware an amended schedule of Southwest Communities' schedules of assets and liabilities, disclosing: A. Real Property Southwest - Desert Canyon II $16,075,710 Southwest - Centennial Park III 7,903,580 Southwest - Centennial Park I 3,630,825 Southwest - Desert Canyon I 3,247,707 Southwest - Anthem A 1,760,184 Southwest - White House 1,532,734 Southwest - Fiesta Park 463,422 Southwest - Centennial Park II 961,058 Southwest - Anthem C 0 B. Personal Property B.1 Cash on hand None B.2 Checking, savings, other financial accounts None B.3 Security deposits None B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.9 Interest in insurance policies None B.13 Stock and interest in businesses None B.14 Interest in partnerships None B.15 Government and corporate bonds None B.16 Accounts Receivable None LOC Deposit on home site purchase option contracts 5,866,054 B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property None B.22 Patents None B.23 General intangibles None B.24 Customer lists None B.25 Vehicles None B.26 Accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies None B.29 Machinery None B.30 Inventory None B.35 Other Personal Property Prepaid Property Taxes - Clark County, NV 61,210 TOTAL SCHEDULED ASSETS $41,502,489 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . E. Unsecured Priority Claims 0 F. Unsecured Non-priority Claims Lennar Homes of CA Undetermined TOTAL SCHEDULED LIABILITIES $1,285,690,513 ========================================================= The SAL amended the original SAL filed by the Debtor on Sept. 6. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: Stevenson Ranch's Schedules --------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware Stevenson Ranch's amended schedules of assets and liabilities, disclosing: A. Real Property Stevenson Ranch - Valencia, CA $26,689,240 B. Personal Property B.1 Cash on hand None B.2 Checking, savings, other financial accounts None Bank of America 38,427 B.3 Security deposits None B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.9 Interest in insurance policies None B.13 Stock and interest in businesses None B.14 Interest in partnerships None B.15 Government and corporate bonds None B.16 Accounts Receivable None May 2008 oil & gas royalty 6,655 B.18 Other Liquidated Debts None B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property None B.22 Patents None B.23 General intangibles None B.24 Customer lists None B.25 Vehicles None B.26 Accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies Equipment and furniture 0 B.29 Machinery None B.30 Inventory None B.35 Other Personal Property TOTAL SCHEDULED ASSETS $26,734,322 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors. E. Unsecured Priority Claims California Franchise Tax Board 91 F. Unsecured Non-priority Claims Newhall Land & Farming 38,358 Leighton and Associates 29,321 Heritage Landscape Inc. 24,202 Jeffrey Scott Stevenson 10,304 Oakridge Landscape Inc. 7,275 R&R Pipeline Inc. 6,890 Hunsaker & Associates 6,752 Richard Johnson & Associates 6,500 E. Rosen Construction 6,153 Valley Crest Tree Co. 4,194 Landscape Development, Inc. 3,883 PCR Services Corporation 3,723 Land Design Consultants Inc 3,510 Reliable Graphics 3,262 HRP Studio 2,877 Zimmerman Group, Inc 2,738 Gatzke Dillon & Balance, LLP 2,020 C.F. Engineering 1,966 Rick Franklin Construction 1,557 Austin Foust Associates Inc 1,430 T&D Electric 503 The Masonry Group 470 Security Paving Company, Inc 440 Cal Fran Engineering, Inc. 327 Newhall County Water District 270 Southern California Edison 236 County of Los Angeles Public Works 235 AV Equipment Rental Inc. 160 Waste Management 152 Andy Gump, Inc. 145 Geosyntec Consultants, Inc. 129 Sam Hill & Sons Inc 115 Advanced Data Storage, Inc 89 Valencia Water 64 Nature-Gro Corporation 57 American Landscape Maintenance 46 AV Equipment Rental Inc. 46 Iron Mountain 33 Poe Investment Company LLC Undetermined Sarmiento, Howard & Ann Undetermined TOTAL SCHEDULED LIABILITIES $1,284,861,048 ========================================================= The SAL amended the original SAL filed by the Debtor on Sept. 6. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: TPC At Valencia's Schedules --------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware TPC At Valencia's amended schedules of assets and liabilities, disclosing: A. Real Property TPC Gold Course - Valencia, CA $11,495,460 B. Personal Property B.1 Cash on hand Petty cash 5,600 B.2 Checking, savings, other financial accounts Bank of Santa Clarita 40,119 Wells Fargo Bank 0 Bank of America 205,921 B.3 Security deposits None B.4 Household goods and furnishings None B.5 Books, pictures, other art objects None B.6 Wearing apparel None B.9 Interest in insurance policies Federal Insurance Company 0 Arch Specialty Insurance 0 Beazeley Insurance Company 0 Federal Insurance Company 0 B.13 Stock and interest in businesses None B.14 Interest in partnerships None B.15 Government and corporate bonds None B.16 Accounts Receivable Micael Hoefflin Foundation 18,347 PPOA Goalf Tournament/Brian Moriguchi 32,640 Redacted [Member #10] 2,072 Redacted [Member #110] 1,790 Redacted [Member #111] 1,185 Redacted [Member #116] 2,009 Redacted [Member #120] 2,155 Redacted [Member #125] 1,055 Redacted [Member #126] 1,462 Redacted [Member #127] 1,025 Redacted [Member #128] 1,810 Redacted [Member #132] 1,748 Redacted [Member #134] 1,405 Redacted [Member #138] 1,046 Redacted [Member #147] 2,212 Redacted [Member #151] 1,816 Redacted [Member #156] 1,030 Redacted [Member #16] 1,492 Redacted [Member #168] 1,572 Redacted [Member #169] 1,739 Redacted [Member #175] 2,329 Redacted [Member #184] 2,468 Redacted [Member #189] 1,264 Redacted [Member #194] 2,055 Redacted [Member #198] 1,003 Redacted [Member #2] 1,083 Redacted [Member #202] 1,419 Redacted [Member #205] 1,397 Redacted [Member #206] 1,004 Redacted [Member #21] 1,611 Redacted [Member #213] 2,296 Redacted [Member #214] 1,092 Redacted [Member #220] 2,447 Redacted [Member #222] 1,335 Redacted [Member #223] 1,318 Redacted [Member #224] 3,493 Redacted [Member #231] 1,507 Redacted [Member #232] 4,450 Redacted [Member #235] 1,476 Redacted [Member #236] 1,986 Redacted [Member #237] 1,095 Redacted [Member #238] 1,263 Redacted [Member #240] 2,137 Redacted [Member #242] 1,784 Redacted [Member #244] 1,002 Redacted [Member #244] 1,710 Redacted [Member #261] 1,139 Redacted [Member #263] 1,644 Redacted [Member #266] 6,036 Redacted [Member #28] 2,737 Redacted [Member #29] 1,432 Redacted [Member #3] 1,732 Redacted [Member #32] 2,784 Redacted [Member #33] 2,832 Redacted [Member #37] 1,620 Redacted [Member #41] 1,419 Redacted [Member #42] 2,459 Redacted [Member #47] 1,899 Redacted [Member #48] 1,607 Redacted [Member #51] 1,200 Redacted [Member #52] 1,369 Redacted [Member #6] 1,335 Redacted [Member #66] 2,290 Redacted [Member #68] 1,085 Redacted [Member #69] 1,039 Redacted [Member #70] 1,018 Redacted [Member #82] 2,114 Redacted [Member #83] 1,481 Redacted [Member #84] 2,058 Redacted [Member #87] 1,832 Redacted [Member #89] 1,281 Redacted [Member #93] 2,493 Others 76,787 B.17 Alimony None B.18 Other Liquidated Debts None B.20 Other Contingent & Unliquidated Claims None B.21 Intellectual Property None B.22 Patents TPC@valencia.com Unknown B.23 General intangibles B.24 Customer lists None B.25 Vehicles 2002 Mazda B3000 0 B.26 Accessories B.27 Aircraft and accessories B.28 Office equipment, furnishings and supplies Furniture & equipment 235,871 B.29 Machinery Golf carts 221,356 Furniture and fixtures 65,145 Clubhouse furnitures & fixtures 44,839 Signage 20,977 Pro shop furniture & fixtures 16,940 Golf equipment 14,722 Kitchen equipment 13,159 Lockers 9,173 Golf bag storage 6,253 Security cameras 4,827 Mens lockers 2,226 Software point of sale 1,406 50" Panasonic Plasma 833 Radio 214 B.30 Inventory Golf shop merchandise 115,435 Food and beverage 61,309 B.35 Other Personal Property Redacted [Member #5900201378] 33,500 Redacted [Member #5900401544] 31,125 Redacted [Member #5900401632] 31,125 Redacted [Member #5900601295] 29,625 Redacted [Member #5900402456] 28,800 Redacted [Member #5900401552] 28,500 Redacted [Member #5900401554] 27,805 Redacted [Member #5900401558] 27,500 Redacted [Member #5900601301] 26,465 Redacted [Member #5900601229] 26,625 Redacted [Member #5900201230] 18,750 Redacted [Member #5900401492] 18,750 Redacted [Member #5900801230] 18,750 Redacted [Member #5900601189] 17,143 Redacted [Member #5900401478] 17,100 Redacted [Member #5900801232] 16,000 Redacted [Member #5900601156] 16,000 Redacted [Member #5900201094] 16,000 Redacted [Member #5900601099] 16,000 Redacted [Member #5900201288] 15,975 Redacted [Member #5900201254] 15,975 Redacted [Member #5900201228] 13,725 Redacted [Member #5900201260] 13,725 Redacted [Member #5900402446] 13,725 Redacted [Member #5900201368] 13,500 Redacted [Member #5900601069] 15,500 Redacted [Member #5900201184] 15,500 Redacted [Member #5900201205] 15,250 Redacted [Member #5900401490] 14,750 Redacted [Member #5900601281] 13,750 Redacted [Member #5900201190] 13,725 Redacted [Member #5900401496] 13,000 Redacted [Member #5900401482] 12,825 Redacted [Member #5900401452] 12,825 Redacted [Member #5900401468] 12,825 Redacted [Member #5900201264] 13,725 Redacted [Member #5900401470] 12,825 Redacted [Member #5900401464] 12,825 Redacted [Member #5900401472] 12,825 Redacted [Member #5900201366] 12,000 Redacted [Member #5900601263] 11,924 Redacted [Member #5900601265] 11,924 Redacted [Member #5900401413] 11,100 Redacted [Member #5900401476] 10,575 Redacted [Member #5900401158] 10,000 Prepaid Insurance 8,665 Redacted [Member #5900401442] 8,550 Redacted [Member #5900601180] 8,500 Redacted [Member #5900402436] 8,437 Redacted [Member #5900401488] 7,375 Redacted [Member #5900601289] 6,500 Redacted [Member #5900401419] 5,343 Redacted [Member #5900401425] 5,343 Redacted [Member #5900601252] 4,593 Redacted [Member #5900601261] 4,125 TOTAL SCHEDULED ASSETS $13,693,482 ========================================================= C. Property Claimed as Exempt None D. Secured Claims Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors . E. Unsecured Priority Claims None F. Unsecured Non-priority Claims The Newhall Land And Farming Company 1,939,000 National City Commercial Capital 377,478 Valencia Water Company 37,417 PGA Tour, Inc. 25,767 Western Golf Properties, Llc 13,763 Southern California Edison Co. 12,884 Titleist Drawer 9,874 Citicapital (SM) 7,362 Sysco Food Services Of Ventura Inc. 6,802 Banc Of America Leasing 6,295 Taylor Made Golf Company, Inc. 4,796 General Petroleum Corporation 4,638 California Turf Support 3,569 Western Farm Service 3,231 Jensen Millar 2,948 Claire's Flowers 2,918 Eagle Pump Services, Inc. 2,860 Sephra, Llc 2,647 Redacted [Member #5900801234] 2,636 Orange County Business Journal 2,613 Mission Linens 2,505 Worldwide Produce 2,384 Anderson Seafoods, Inc. 2,173 AT&T 2,133 The Gas Company 1,880 The Signal 1,876 Nike Usa, Inc. 1,747 AV Party Rental, Inc. 1,739 Premier Restaurant Equipment Co. 1,661 Docusource 1,598 Tommy Bahama 1,587 R&R Products, Inc. 1,525 Elite Magazine, Inc 1,450 Le Chef Bakery 1,431 Professional Building Maintenance 1,391 Cutter & Buck 1,252 The Magazine Of Santa Clarita 1,250 Simplot Patners 1,320 UCLA Women'S Golf Only 1,080 Child & Family Center 1,080 Callaway Golf 1,073 Pitney Bowes Purchase Power 1,113 Cintas Corporation # 684 1,107 Oglebay Norton Ind. Sand, Inc. 1,104 SCV Christian Schools 1,000 Imperial Headwear, Inc. 994 Aqua Flo Supply 930 Pepsi-Cola 909 Gourmet Foods Inc. 868 Kimball Midwest 816 SC Publishing Inc. 750 Newport Meat Company 722 CMC Custom Gifts, Inc. 669 Swiss Chalet Fine Foods West 566 American Hotel Register Co. 659 Office Equipment Finance Services 646 Valencia Air, Inc 621 Anheuser - Busch Sales Of Sylmar 537 Sign A Rama 519 Waste Management-Sun Valley 521 Match Play 507 Premier Capitol Cigar Co. 502 Hart High School Girls 500 Home Tour League Gala 500 Auto Trader 2008 500 Old Orchard Elementary School 500 Club Forms 461 Greg Norman Collection 487 Regal Wine Company 486 Marlin Leasing Corp. 428 Ink America 400 Grainger 394 SCNS Sports Foods 374 John Pramik Ent., Inc. 300 Others 12,456 TOTAL SCHEDULED LIABILITIES $1,287,228,018 ========================================================= The SAL amended the original SAL filed by the Debtor on Sept. 6. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LANDSOURCE COMMUNITIES: 11 Debtors' Schedules of Assets & Debts --------------------------------------------------------------- LandSource Communities Development LLC and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware 11 debtor-affiliates' schedules of assets and liabilities. Eleven debtor-affiliates of LandSource Communities Development LLC reported zero assets and these liabilities: Debtor Liabilities ------ ----------- LSC Associates, LLC $1,284,885,825 Lennar Moorpark, LLC 1,284,700,782 Kings Wood Development Company, L.C. 1,284,691,566 California Land Company 1,284,690,513 The NewHall Land and Farming Company 1,284,690,513 Valencia Corporation 1,284,690,513 Valencia Realty Company 1,284,690,513 NWHL GP LLC 1,284,690,513 LandSource Communities Development Sub LLC 1,284,690,513 Lennar Stevenson Holdings, LLC 1,284,690,513 Lennar Bressi Ranch Venture, LLC 0 The $1,284,690,513 in debts reported by each of the Debtor Affiliates, other than Lennar Bressi, are on account of their joint liability with LandSource for these secured claims: Claimant/Claim Amount of Claim -------------- --------------- Barclays Bank - The First Lien Revolver $9,776,117 (Facility A) due 2/27/12 was originated on 2/27/07: $9,552,329 principal and fees due on (1) Letters of Credit Outstanding; and (2) the underutilized Revolver. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - Outstanding Letters of $21,177,446 Credit under First Lien Revolver (Contingent) (Facility A) due 2/27/12 was originated on 2/27/07. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - First Lien Term Loan $975,551,881 (Facility B) due 2/27/13 was originated on 2/27/07: $959,533,440 principal and $16,018,441 of unpaid interest. This debt instrument has a first lien on the assets of the Co-Guarantors. Barclays Bank - The First Lien Interest $28,307,303 Rate SWAP default termination payment due 05/08/08: $28,307,303 default termination payment and unpaid interest of $77,303. This debt instrument has a first lien on the assets of the Co-Guarantors. Bank of New York - The Second Lien $249,877,767 Term Loan due 02/27/14 was originated on 2/27/07: $244,000,000 principal plus $5,877,767 unpaid interest. This debt instrument has a second lien on the assets of the Co-Guarantors. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, is involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. With the exception of one development project in Marina del Rey, California, LandSource does not build homes or commercial properties. LandSource and 20 of its affiliates filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors are represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. acts as the Debtors' financial advisors, and Kurtzmann Carson Consultants serves as the Debtors' notice and claims agent. According to the Troubled Company Reporter on May 22, 2008, LandSource sought help from its lender consortium to restructure $1.24 billion of its debt. LandSource engaged a 100-bank lender group led by Barclays Capital Inc., which syndicates LandSource's debt. LandSource had received a default notice on that debt from the lender group after it was not able to timely meet its payments during mid-April. However, LandSource failed to reach an agreement with its lenders on a plan to modify and restructure its debt, forcing it to seek protection from creditors. The Debtors' exclusive plan filing period expires on Oct. 6, 2008. (LandSource Bankruptcy News, Issue No. 13; http://bankrupt.com/newsstand/or 215/945-7000). LEXINGTON PRECISION: Posts $1,249,000 Net Loss in August 2008 ------------------------------------------------------------- Lexington Precision Corp. and Lexington Rubber Group, Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York their monthly operating report for July 2008. At the end of August 2008, the Debtors's preliminary consolidated balance sheet showed $59,050,000 in total assets and and total liabilities of $100,831,000, resulting in a $41,781,000 stockholders' deficit. For the month, the Debtors generated net sales of $6,483,000 and incurred a net loss of $1,249,000. A full-text copy of the Debtors' August monthly operating report is available for free at: http://researcharchives.com/t/s?3355 About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight- tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of Feb. 29, 2008, the companies employed about 651 regular and 22 temporary personnel. The company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Richard P. Krasnow, Esq., at Weil, Gotshal & Manges, represents the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed total assets of $52,730,000 and total debts of $88,705,000. LEXINGTON PRECISION: Posts $1,130,000 Net Loss in July 2008 ----------------------------------------------------------- Lexington Precision Corp. and Lexington Rubber Group, Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York their monthly operating report for July 2008. The Debtors reported total assets of $60,099,000 and total liabilities of $100,632,000, resulting in a $40,533,000 stockholders' deficit. For the month, the Debtors generated net sales of $5,910,000 and incurred a net loss of $1,130,000. A full-text copy of the Debtors' July 2008 monthly operating report is available for free at: http://researcharchives.com/t/s?3354 About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight- tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of Feb. 29, 2008, the companies employed about 651 regular and 22 temporary personnel. The company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Richard P. Krasnow, Esq., at Weil, Gotshal & Manges, represents the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed total assets of $52,730,000 and total debts of $88,705,000. LEXINGTON PRECISION: Posts $1,154,000 Net Loss in June 2008 ----------------------------------------------------------- Lexington Precision Corp. and Lexington Rubber Group, Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York their monthly operating report for June 2008. The Debtors reported total assets of $60,067,000 and total liabilities of $99,471,000, resulting in a $39,404,000 stockholders' deficit. For the month, the Debtors generated net sales of $6,448,000 and incurred a net loss of $1,154,000. A full-text copy of the Debtors' June 2008 monthly operating report is available for free at: http://researcharchives.com/t/s?3353 About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight- tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of Feb. 29, 2008, the companies employed about 651 regular and 22 temporary personnel. The company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Richard P. Krasnow, Esq., at Weil, Gotshal & Manges, represents the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed total assets of $52,730,000 and total debts of $88,705,000. LEVITT & SONS: Files Monthly Operating Report for August 2008 ------------------------------------------------------------- Levitt & Sons, LLC Monthly Financial Report for Business For the Period August 1 - 31, 2008 Cash, beginning of period $1,360,342 Receipts: Cash sales 0 Collection on postpetition A/R 0 Collection on prepetition A/R 0 Other receipts 78,476 -------------- Total receipts 78,476 Total cash available for operations 1,438,818 Disbursements: U.S. Trustee quarterly fees 0 Net payroll 4,378 Payroll taxes paid 2,170 Sales and use taxes 0 Other taxes 0 Rent 0 Other leases 0 Telephone 0 Utilities 980 Travel & entertainment 125 Vehicle expenses 0 Office supplies 0 Advertising 0 Insurance 0 Purchases of fixed assets 0 Purchases of inventory 0 Manufacturing supplies 0 Repairs & maintenance 0 Payments to secured creditors 0 Other operating expenses 516,685 -------------- Total cash disbursements 524,340 -------------- Ending Cash Balance $914,477 ============== About Levitt and Sons Based in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represent the Debtors in their restructuring efforts. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, is not included in the bankruptcy filing. The Debtors have filed a Chapter 11 joint plan of liquidation. (Levitt and Sons Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). MERVYN'S LLC: Files Monthly Operating Report for August ------------------------------------------------------- Mervyn's LLC filed with the U.S. Bankruptcy Court for the District of Delaware its monthly operating report for August, 2008. Mervyn's LLC Balance Sheet As of August 30, 2008 ASSETS Current Assets Cash $17,995,000 Accounts receivable, net 19,395,000 Merchandise inventory 304,000,000 Prepaid and other current assets 36,846,000 ----------- Total current assets 378,235,000 Long term assets Property & Equipment Property, plant and equipment 358,703,000 Less: accumulated depreciation (125,538,000) ----------- Total Property & Equipment 233,165,000 Other assets 54,093,000 ----------- Total long-term assets 287,258,000 ----------- Total assets $665,493,000 =========== Liabilities and Member's Equity Liabilities not subject to compromise Current liabilities Trade accounts payable $75,940,000 Other accounts payable 3,084,000 Current portion of LT debt 10,223,000 Accrued expenses and other current liabilities 135,413,000 Revolving line of credit 126,457,000 ----------- Total current liabilities 351,116,000 Long term liabilities Workers comp/general liability reserve 41,608,000 Deferred rent 2,108,000 Capital lease debt 19,015,000 Long term note payable 34,213,000 Other long term liabilities 452,000 ----------- Total long-term liabilities 97,397,000 Total liabilities not subject to compromise 448,513,000 Liabilities subject to compromise 268,647,000 ----------- Total Liabilities 717,160,000 Member's Equity (51,667,000) ----------- Total liabilities and member's equity $665,493,000 =========== Mervyn's LLC Statement of Operations For Month Ended August 30, 2008 Sales $180,943,000 Cost of goods sold 110,371,000 ----------- Gross Margin 70,572,000 Expenses: Store Expenses 17,150,000 Distribution expenses 1,474,000 Variable selling expenses 1,282,000 ----------- Subtotal 19,906,000 Marketing expenses 15,299,000 IT expenses 2,126,000 Store building services 5,451,000 Rents and leases 14,475,000 CAM and property taxes 3,992,000 Workers Comp, GL and Insurance 1,755,000 Benefits costs 1,452,000 General Management 480,000 Merchandising 2,106,000 Merchandise planning 882,000 Headquarters services 257,000 Finance G&A 904,000 Employee expenses and other 3,916,000 Loss prevention 945,000 Human Resources 928,000 Bonuses/LTIP - Legal 100,000 Visual Merchandising 416,000 ----------- Total all other G&A 10,934,000 Start up expenses 110,000 Other(Income) & expense (1,901,000) ----------- Total expense(excl. Interest/D&A) 73,599,000 Credit(Income) (3,893,000) Restructuring expenses 1,255,000 Depreciation and amortization 9,457,000 Interest(Income)/expense 2,484,000 ----------- Total Expenses 82,903,000 ----------- Net Loss ($12,331,000) =========== Mervyn's LLC Schedule of Cash Receipts & Disbursements For Month Ended August 30, 2008 Beginning Balance – Wachovia $456,000 Receipts Bank total 82,207,000 Credit card total 120,233,000 Non-sales total 43,043,000 Interest 17,000 ----------- Total receipts 245,500,000 Disbursements Imports 8,067,000 Trade A/P 26,369,000 Expense Payable 22,512,000 Total Payroll 26,388,000 Marketing – Wire 7,617,000 Sales tax 10,509,000 Tax & member distribution/management fees - Insurance premiums 342,000 Property related 1,981,000 Store building services - Interest expenses - Other expense 2,459,000 ----------- Total Disbursements 106,243,000 Net cash flow 139,257,000 ----------- Ending balance – Wachovia 1,348,000 Reconciliation to Cash per GL: Store cash vault 2,902,000 Bank of America depository 9,917,000 JP Morgan depository 660,000 US Bank Depository 1,806,000 Evergreen - Bank of America coins & currency 29,000 Wachovia Utility deposit 1,318,000 Other 14,000 ----------- Total cash per GL $17,995,000 =========== About Mervyn's LLC Headquartered in the San Francisco Bay Area, Mervyn's LLC -- http://www.mervyns.com/-- provides a mix of top national brands and exclusive private labels. Mervyns has 176 locations in seven states. Mervyns stores have an average of 80,000 retail square feet, smaller than most other mid-tier retailers and easier to shop, and are located primarily in regional malls, community shopping centers, and freestanding sites. The company and its affiliates filed for Chapter 11 protection on July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586). Howard S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis & Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi, Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at Richards Layton & Finger P.A., represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Debtors' financial advisor is Miller Buckfire & Co. LLC. Mervyn's LLC has estimated assets of $500,000,000 to $1,000,000,000 and estimated debts of $500,000,000 to $1,000,000,000 when it filed for bankruptcy. NEUMANN HOMES: Files Monthly Operating Report for July ------------------------------------------------------ Neumann Homes, Inc., et al. Receipts and Disbursements Month Ended July 31, 2008 Beginning Balance in All Accounts: Neumann Citibank Operating Account 255,420 Neumann Bank of America - old accounts (various) - Neumann Citibank - Customer Earnest Money Account 15 Neumann Citibank - Funding/Dip Account 66,542 Neumann Citibank - Dip Funding - Professional Account - Restricted - Neumann Citibank - Glen at Lakemoor EM Account 1,224 Restricted - Neumann Citibank-Clublands Antioch Clubhouse 156,617 Restricted - IndyMac Escrow Account - NeuVillage 125,609 Restricted - Chicago Title Escrow Account - Closed Homes 224,436 Restricted - Chicago Title Escrow Account - Lender Funded 1,377,147 Restricted - Citibank - Worker Comp Escrow 8,512 Restricted - NHI KERP Account 108,921 Restricted· Land Title Guarantee Escrow 323,436 ---------- $2,647,879 ---------- Receipts: Operating Account 107,362 Customer Earnest Money Account-Ckg - Customer Earnest Money Account-MM - Funding/Dip Account 225,000 Glen at Lakemoor EM Account 1 Clublands Antioch Clubhouse Account 230 Dip Funding-Professional Account - Restricted Escrow held by CTI - Lender Funding - IndyMac Escrow for L/C-Leona's NeuVillage - Restricted Escrow held by CTT(closings) - NHI Worker Comp Escrow - NHI KERP Account - Other Receipts - ---------- $332,593 Disbursements: Net Payroll: Officers - Others (42,730) ---------- (42,730) Taxes: Federal Income Tax Withholding (8,176) FICA/Medicare Withholdings EE (3,672) Employers FICA/Medicare ER (3,672) Federal Unemployment Taxes ER - State Income Tax Withholding (1,581) Adjustment for Prepaid taxes In June 198 State Unemployment Taxes ER (25) ---------- (16,928) Necessary expenses: Rent or mortgage payment(s) (13,239) Utilities & phones (564) Insurance (14,560) Merchandise/services bought for manufacture/sale - Other: Payroll Services (749) Benefit Related including flex spending (3,917) Miscellaneous - Mileage (47) Postage, shipping, copying (725) Worker Comp Claims House Trades Other Transfer (325) Supplies & Storage & Misc. (125) Temporary Labor - Release of homeowner escrows (310,168) Consulting services (22,363) US Trustee Fees (7,800) Legal Professional Fees (259,130) Professional tax service fees (4,140) Filing Fees, Extension Fees - Payroll tax adjustment - ---------- (637,852) ---------- Total Disbursements: (697,510) ---------- Net Receipts (Disbursements) for the Current period (364,917) ---------- Ending Balance in All Accounts $2,282,962 ========== About Neumann Homes Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company is active in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. The company have built more than 11,000 homes in some 150 residential communities. The company offer formal business training to employees through classes, seminars, and computer- based training. The company filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the Debtors to represent them in these cases. The Official Committee of Unsecured Creditors has selected Paul, Hastings, Janofsky & Walker LLP, as its counsel in these bankruptcy proceeding. When the Debtors filed for protection against its creditors, they listed assets and debts of more than $100 million. The Debtor's exclusive plan filing will expire on Dec. 31, 2008. (Neumann Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000) NEUMANN HOMES: Files Monthly Operating Report for August -------------------------------------------------------- Neumann Homes, Inc., et al. Receipts and Disbursements Month Ended August 31, 2008 Beginning Balance in All Accounts: Neumann Citibank Operating Account 214,454 Neumann Bank of America - old accounts (various) - Neumann Citibank - Customer Earnest Money Account 15 Neumann Citibank - Funding/Dip Account 52,530 Neumann Citibank - Dip Funding - Professional Account - Restricted - Neumann Citibank - Glen at Lakemoor EM Account 1,225 Restricted - Neumann Citibank - Clublands - Antioch Clubhouse 156,847 Restricted - IndyMac Escrow Acct - NeuVillage 125,609 Restricted - Chicago Title Escrow Account - Closed Homes 224,436 Restricted - Chicago Title Escrow Account - Lender Funded 1,377,147 Restricted - Citibank - Worker Comp Escrow 8,510 Restricted - NHI KERP Account 108,921 Restricted - Land Title Guarantee Escrow 13,268 ---------- $2,282,962 ---------- Receipts: Operating Account 20,351 Customer Earnest Money Account-Ckg - Customer Earnest Money Account-MM - Funding/Dip Account - Glen at Lakemoor EM Account 1 Clublands Antioch Clubhouse Account 230 Dip Funding-Professional Account - Restricted Escrow held by CTI - Lender Funding - IndyMac Escrow for L/C-Leona's NeuVillage - Restricted Escrow held by CTT(closings) - NHI Worker Comp Escrow - NHI KERP Account - Other Receipts - ---------- $20,582 Disbursements: Net Payroll: Officers - Others (41,703) ---------- (41,703) Taxes: Federal Income Tax Withholding (8,101) FICA/Medicare Withholdings EE (3,059) Employer's FICA/Medicare ER (3,059) Federal Unemployment Taxes ER - State Income Tax Withholding (1,532) State Unemployment Taxes ER (7) ---------- (15,758) Necessary expenses: Rent or mortgage payment(s) (13,239) Utilities & phones (766) Insurance (29,640) Merchandise/services bought for manufacture/sale - Other: Payroll Services (200) Benefit Related including flex spending (3,990) Miscellaneous - Mileage (233) Postage, shipping, copying - Worker Comp Claims - House Trades - Other - Transfer - Supplies & Storage & Misc. - Temporary Labor - Release of homeowner escrows - Consulting services (15,675) US Trustee Fees - Legal - Professional Fees (163) Professional tax service fees - Filing Fees, Extension Fees - Payroll tax adjustment - ---------- (63,906) ---------- Total Disbursements: (121,366) ---------- Net Receipts (Disbursements) for the Current period (100,784) ---------- Ending Balance in All Accounts $2,182,178 ========== About Neumann Homes Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company is active in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. The company have built more than 11,000 homes in some 150 residential communities. The company offer formal business training to employees through classes, seminars, and computer- based training. The company filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the Debtors to represent them in these cases. The Official Committee of Unsecured Creditors has selected Paul, Hastings, Janofsky & Walker LLP, as its counsel in these bankruptcy proceeding. When the Debtors filed for protection against its creditors, they listed assets and debts of more than $100 million. The Debtor's exclusive plan filing will expire on Dec. 31, 2008. (Neumann Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000) NEWPOWER HOLDINGS: Files Monthly Operating Report for August 2008 ----------------------------------------------------------------- NewPower Holdings, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia its monthly operating report for August, 2008. The Debtor had an opening cash balance of $1,094 and an ending cash balance of $1,076. A full-text copy of the Debtor's August 2008 monthly operating report is available for free at: http://researcharchives.com/t/s?3357 NewPower Holdings Inc. (Pink Sheets: NWPWQ) and its debtor- affiliates filed for chapter 11 protection on June 11, 2002 (Bankr. N.D. Ga. 02-10836). Paul K. Ferdinands, Esq., at King & Spalding and William M. Goldman, Esq., at Sidley Austin Brown & Wood LLP, represent the Debtors. When the Debtors filed for chapter 11 protection, they reported $231,837,000 in assets and $87,936,000 in debts. On Aug. 15, 2003, the U.S. Bankruptcy Court for the Northern District of Georgia, Newnan Division, confirmed the Second Amended Chapter 11 Plan with respect to NewPower Holdings, Inc., and TNPC Holdings, Inc., a wholly owned subsidiary. That Plan became effective on Oct. 9, 2003, with respect to the company and TNPC. On Feb. 28, 2003, the Bankruptcy Court confirmed The New Power Company's Plan, and that Plan has been effective as of March 11, 2003, with respect to New Power. The New Power Company is a wholly owned subsidiary of the company. S & A RESTAURANT: 39 Debtors' Schedules of Assets and Liabilities ----------------------------------------------------------------- Nine debtor-affiliates of S & A Restaurant Corp., reported assets and liabilities in excess of $100,000: Debtor Assets Liabilities ------ ------ ----------- Steak and Ale of Ohio, Inc. $511,545 $1,900,505 Steak and Ale of Colorado, Inc. 364,655 2,082,964 Steak and Ale of New Jersey, Inc. 316,657 2,561,289 Steak and Ale of Pennsylvania, Inc. 221,752 2,793,794 Steak and Ale of New Mexico, Inc. 169,564 2,443,142 Steak and Ale of Minnesota, Inc. 140,965 696,404 Steak and Ale of Virginia, Inc. 140,498 205,301 Steak and Ale of Georgia, Inc. 126,145 782,005 Steak and Ale of Delaware, Inc. 119,115 1,880,810 Furthermore, 19 debtor-affiliates disclosed assets ranging from $10,000 to $90,000: Debtor Assets Liabilities ------ ------ ----------- Steak and Ale of Missouri, Inc. $87,129 $527,649 Steak and Ale of Indiana, Inc. 81,741 1,019,754 Steak and Ale of Oklahoma 71,925 30,974 City No. 1, Inc. Steak and Ale of Michigan, Inc. 67,421 568,877 Steak and Ale of California, Inc. 66,183 28,454 Bennigan's Club of Fort Worth, Inc. 58,377 0 S & A of Montgomery County, Inc. 55,721 96,292 Bennigan's of Maryland, Inc. 49,464 700,862 Steak and Ale of Columbia, Inc. 47,233 57,353 Bennigan's Club of Mesquite, Inc. 46,714 0 Steak and Ale of West Virginia, Inc. 45,331 589,649 100 W. Timonium Road, Inc. 35,052 8,493 Bennigan's Club of Tyler, Inc. 36,642 0 Jolly Ox Club of Kansas, Inc. 36,353 39,181 Steak and Ale of Tennessee, Inc. 33,178 0 Bennigan's of Waldorf, Inc. 29,173 0 Steak and Ale of Louisiana, Inc. 28,289 27,054 Bennigan's Club of Dallas-Shiloh, 14,319 0 Inc. Steak and Ale Club of Mesquite, Inc. 10,974 0 Two debtor-affiliates with assets below $1,000 are: Debtor Assets Liabilities ------ ------ ----------- Steak and Ale of Alabama, Inc. $800 $2,400 Steak and Ale of Little Rock, Inc. 750 88,000 Eight debtor-affiliates reported $0 in assets and liabilities: Jamie's, Inc. Steak and Ale No. 108 Club Bennigan's of Roosevelt Field, Inc. S & A Payroll Agent II, Inc. S and A Leasing Corp. Bennigan's of Laurel, Inc. Bennigan's of Las Vegas, Inc. Bennigan's Gift Card, Inc. Bennigan's of Security, Inc. reported zero assets and $76,095 in liabilities. About S & A Restaurant Headquartered in Plano, Texas, S & A Restaurant Corp. -- http://www.metrogroup.com,http://www.steakandale.com, http://www.steakandalerestaurants.com,http://www.bennigans.com/ -- and other affiliated entities operate the Bennigan's Grill & Tavern, and the Steak & Ale restaurant chains under the Metromedia Restaurant Group. Bennigan's Grill & Tavern is a chain of more than 310 pub-themed restaurants offering sandwiches and burgers, as well as ribs, steaks, and seafood. The Steak & Ale chain offers a broader menu set in the atmosphere of an 18th century English country inn. The Metromedia Restaurant Group, a unit of closely held conglomerate Metromedia Company, is one of the world's leading multi-concept table-service restaurant groups, with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse restaurants in the United States and abroad. MRG's annual U.S. sales are estimated at $1,000,000,000. S & A Restaurant and 38 of its affiliates filed Chapter 7 petition under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex. Case No. 08-41898). J. Michael Sutherland, Esq. at Carrington Coleman Sloman & Blumenthal, is the Debtors' counsel. The Debtors disclosed total scheduled assets of $2,302,057 and total scheduled liabilities of $159,432,691. Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee. The lead counsel for the trustee is Kane Russell Coleman & Logan PC. Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney at Law, is co-counsel. (Bennigan's and Steak & Ale Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SHARPER IMAGE: Files Monthly Operating Report for August 2008 ------------------------------------------------------------- Sharper Image Corp. delivered to the U.S. Bankruptcy Court for the District of Delaware its monthly operating report for August 2008. Sharper Image Corp. Balance Sheet As of August 31, 2008 ASSETS Current assets: Unrestricted Cash and Equivalents $5,062,170 Restricted Cash and Equivalents - Trade Accounts Receivable, net 347,476 Other Accounts Receivable 3,466,208 Notes Receivable - Inventories 271,891 Prepaid Expenses 2,982,043 Professional Retainers - Deferred Income Taxes/Prepaid Income Taxes 17,304,554 ------------ Total current assets 29,434,341 Property and Equipment: Real Property and Improvements 2,926,573 Machinery and Equipment - Furniture, Fixtures and Office Equipment - Leasehold Improvements - Vehicles - Work In Progress 451,799 Less: Accumulated Depreciation (1,000,821) ------------ Total Property and Equipment 2,377,550 Other assets: Loans to Insiders - Other Assets 12,671,010 ------------ Total Assets $44,482,902 ============ LIABILITIES AND OWNER'S EQUITY Liabilities not subject to Compromise (Post) Accounts Payable ($3,643,339) Taxes Payable (471,698) Wages Payable (547,084) Notes Payable - Rent/Leases- Building/Equipment - Secured Debt - Line of credit - Other Reserves - Liquidation (GOB Sales) Clearing Account (11,165,808) Amounts Due to Insiders - Other Postpetition Liabilities - ------------ Total Postpetition Liabilities (15,827,929) Liabilities not subject to Compromise (Pre) Secured Debt - Line of credit - Secured Debt - other (6,728,048) Priority Debt - Unsecured Debt (Accounts Payable) (45,436,864) Expense Accruals and Other Liabilities (7,449,398) Short Term Liabilities (3,554,215) Deferred (GAAP) rent/landlord allowances etc (720,265) Deferred Tax (Liability)/Asset 92,758,072 Deferred Revenue (Gift cards and Royalties) (34,802,166) Other Reserves and allowances (2,520,956) ------------ Total Prepetition Liabilities (8,453,840) ------------ Total Liabilities (24,281,769) Owner's Equity Capital Stock (152,132) Additional Paid-In Capital (116,716,579) Deferred Stock Compensation and Stock Repurchase 180,069 Retained Earnings - Prepetition 63,247,322 Retained Earnings - Postpetition 33,240,188 ------------ Net Owner's Equity (20,201,132) ------------ Total Liabilities and Owner's Equity ($44,482,901) ============ Sharper Image Corp. Statement of Operations For Month Ended August 31, 2008 Revenues: Gross Revenues - Less: Returns and Allowances - ------------ Net Revenue - Cost of Goods Sold: Beginning Inventory - Add: Purchases - Add: Cost of Labor - Add: Other Costs (attach schedule) - Less: Ending Inventory - Cost of Goods Sold ($1,039) ------------ Gross Profit 1,039 Operating Expenses: Advertising - Auto and Truck Expense - Bad Debts (166,657) Contributions - Employee Benefit Programs (57,629) Insider Compensations - Insurance 97,498 Management Fees/Bonuses 63,250 Office Expense - Pension & Profit-Sharing Plans - Repairs and Maintenance 218,106 Rent and Lease Expense 111,514 Salaries/Commissions/Fees 217,048 Supplies 1,217 Taxes- Payroll 24,712 Taxes- Real Estate - Taxes- Other 21,177 Travel and Entertainment 1,756 Utilities 63,540 Other 165,975 ------------ Total Operating Expense Before Depr. 761,507 Depreciation/Depletion/Amortization 6,144 ------------ Net Profit (Loss) Before Other Income & Expenses (766,612) Other Income and Expenses: Licensing Income - Interest Expense (33,652) Other Expense 118,296 ------------ Net Profit (Loss) Before Reorganization Items (681,969) Reorganization Items: Professional Fees 788,860 US Trustee Quarterly Fees - Interest Earned on Accm Case - Gain (Loss) from sale of assets (1,580) Other Reorganization Expense (1,607,939) ------------ Total Reorganization Expenses (820,660) ------------ Net Profit (Loss) Before Income Taxes (Benefit) 138,691 Income Taxes (Benefit) - ------------ Net Profit (Loss) $138,691 =========== Sharper Image Corp. Statement of Cash Flows For Month Ended August 31, 2008 Opening Balance $3,669,460 Receipts Cash Sales (from stores) - Credit Card Settlements 247,143 Other Settlements - Accounts Receivable 186,563 Sale of Assets 2,592,341 Interest/Divided Income - Mail Order/License Deposits, Other Deposits 87,319 ----------- Total Receipts 3,113,366 Transfers Line of Credit Draw/Pay Down - Transfers from stores to deposit a/c - sweep - Transfers from concentration to refunds - Transfers from concentration to payroll - Other Inter-account transfers - Transfers from Concentration to Disbursement - ----------- Total Transfers - ----------- Total Receipts & Transfers 3,113,365 Disbursements Liquidator Reimbursements (1,469,601) Net Payroll 1,240,662 Payroll Taxes 541,535 401k 41,038 Employee Benefits 203,757 Sales, Use & Other Taxes 863,492 Inventory Purchases - Secured/Rental/Leases 53,573 Insurance 23,564 Administrative 239,626 Selling - Bank/Credit Card Fees/Sales audit adjs 35,358 Refund checks issued (net of stop payments) - Other - Customs/Duties/Freight - Interest and LC fees (153,063) Professional Fees 100,714 US Trustee Quarterly Fees - Court Costs - ------------- Total Disbursements 1,720,656 ------------- Net Cash Flow $1,392,709 ============= About Sharper Image Corp. Headquartered in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- is a multi-channel specialty retailer. It operates in three principal selling channels: the Sharper Image specialty stores throughout the U.S., the Sharper Image catalog and the Internet. The company has operations in Australia, Brazil and Mexico. In addition, through its Brand Licensing Division, it is also licensing the Sharper Image brand to select third parties to allow them to sell Sharper Image branded products in other channels of distribution. The company filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D., Case No. 08-10322). Judge Kevin Gross presides over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve as the Debtor's lead counsel. Steven K. Kortanek, Esq., and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C., serve as the Debtor's local Delaware counsel. An Official Committee of Unsecured Creditors has been appointed in the case. Cooley Godward Kronish LLP is the Committee's lead bankruptcy counsel. Whiteford Taylor Preston LLC is the Committee's Delaware counsel. When the Debtor filed for bankruptcy, it listed total assets of $251,500,000 and total debts of $199,000,000. As of June 30, 2008, the Debtor listed $52,962,174 in total assets and $39,302,455 in total debts. The Court extended the exclusive period during which the Debtor may file a Plan through and including Sept. 16, 2008. Sharper Image sought and obtained the Court's approval to change its name to "TSIC, Inc." in relation to an an Asset Purchase Agreement by the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital, LLC. (Sharper Image Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) STEVE & BARRY: 5 SB Manhattan Affiliates' Schedules --------------------------------------------------- Five debtor-affiliates of Stone Barn Manhattan, LLC, formerly Steve & Barry's Manhattan LLC, reported assets ranging from $10,000,001 to $20,000,000; Debtor Assets Debts ------ ------------ ------------ Stone Barn Illinois LLC $17,393,185 $166,639,243 f/k/a Steve & Barry's Illinois LLC Stone Barn California LLC 15,398,533 166,551,405 f/k/a Steve & Barry's California LLC Stone Barn Florida LLC 12,722,829 166,446,247 f/k/a Steve & Barry's Florida LLC Stone Barn Wisconsin LLC 12,510,815 166,474,849 f/k/a/ Steve & Barry's Wisconsin LLC Stone Barn North Carolina LLC 10,219,372 166,501,329 f/k/a Steve & Barry's North Carolina LLC About Steve & Barry's Headquartered in Port Washington, New York, Steve and Barry's LLC -- http://www.steveandbarrys.com/-- is a national casual apparel retailer that offers high quality merchandise at low prices for men, women and children. Founded in 1985, the company operates 276 anchor and junior anchor shopping center and mall-based locations throughout the U.S. The discount clothing chain's brands include the BITTEN(TM) collection, the first-ever apparel line created by actress and global fashion icon Sarah Jessica Parker, and the STARBURY(TM) collection of athletic and lifestyle apparel and sneakers created with NBA (R) star Stephon Marbury. Steve & Barry's LLC, and 63 affiliates filed separate voluntary petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in their restructuring efforts. Diana G. Adams, United States Trustee for Region 2, has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. On Aug. 22, 2008, the Debtors obtained permission from the Court to sell substantially all of their assets for $168 million to a joint venture by Bay Harbour Management and York Capital, BHY S&B Holdings, LLC. Under the terms of the purchase agreement, majority of the Debtors' 276 stores will remain open. Pursuant to the Purchase Agreement, the Court authorized 51 Debtors to change their corporate names. Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) has been changed to Stone Barn Manhattan LLC. Parent company Steve & Barry's LLC (Case No. 08-12615) is now known as Steel Bolt LLC. When the Debtors filed for bankruptcy, they listed $693,492,000 in total assets and $638,086,000 in total debts. (Steve & Barry's Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) STEVE & BARRY: 34 SB Manhattan Affiliates' Schedules ---------------------------------------------------- Thirty-four debtor-affiliates of Stone Barn Manhattan, LLC, formerly Steve & Barry's Manhattan LLC, reported assets ranging from $1,000,001 to $10,000,000: Debtor Assets Debts ------ ------------ ------------ Swift Building Massachusetts $9,081,674 $166,527,569 LLC f/k/a Steve & Barry's Massachusetts LLC Stone Barn Georgia LLC 8,894,197 166,560,705 f/k/a Steve & Barry's Georgia LLC Stone Barn South Carolina LLC 8,066,323 166,559,473 f/k/a Steve & Barry's South Carolina LLC Stone Barn Indiana LLC 7,535,503 166,521,045 f/k/a Steve & Barry's Indiana LLC Stone Barn Alabama LLC 7,426,722 166,703,786 f/k/a Steve & Barry's Alabama LLC Stone Barn Colorado LLC 7,198,426 166,499,858 f/k/a Steve & Barry's Colorado LLC Stone Barn Missouri LLC 6,614,199 166,557,058 f/k/a Steve & Barry's Missouri LLC Steel Bolt LLC 6,411,926 221,684,061 f/k/a Steve & Barry's LLC Stone Barn Maryland LLC 5,290,877 166,365,276 f/k/a Steve & Barry's Maryland LLC Stone Barn Minnesota LLC 4,967,982 166,482,694 f/k/a Steve & Barry's Minnesota LLC Stone Barn Virginia LLC 4,862,240 166,487,894 f/k/a Steve & Barry's Virginia LLC Stone Barn Tennessee LLC 4,821,345 166,366,035 f/k/a Steve & Barry's Tennessee LLC Stone Barn Washington LLC 4,521,720 166,398,844 f/k/a Steve & Barry's Washington LLC Stone Barn Kentucky LLC 4,298,569 166,439,075 f/k/a Steve & Barry's Kentucky LLC Stone Barn New Jersey LLC 4,209,566 166,449,685 f/k/a Steve & Barry's New Jersey LLC Stone Barn West Virginia LLC 4,129,516 166,580,925 f/k/a Steve & Barry's West Virginia LLC Stone Barn CP LLC 3,876,663 166,484,296 f/k/a Steve & Barry's CP LLC Stone Barn Oakland LLC 3,660,867 166,417,036 f/k/a Steve & Barry's Oakland LLC Stone Barn Nevada LLC 3,583,899 166,365,798 f/k/a Steve & Barry's Nevada LLC Stone Barn South Michigan LLC 3,320,959 166,435,959 f/k/a Steve & Barry's South Michigan LLC Stone Barn Michigan LLC 3,237,613 166,398,374 f/k/a Steve & Barry's Michigan LLC Stone Barn Iowa LLC 3,195,540 166,432,041 f/k/a Steve & Barry's Iowa LLC Stone Barn GLC LLC 2,729,562 166,367,525 f/k/a Steve & Barry's GLC LLC Stone Barn Nebraska LLC 2,615,017 166,456,479 f/k/a Steve & Barry's Nebraska LLC Stone Barn Oklahoma LLC 2,411,653 166,379,158 f/k/a Steve & Barry's Oklahoma LLC Stone Barn Maine LLC 2,332,212 166,411,193 f/k/a Steve & Barry's Maine LLC Stone Barn Connecticut LLC 2,154,171 166,471,340 f/k/a Steve & Barry's Connecticut LLC Stone Barn Kansas LLC 1,558,449 166,365,408 f/k/a Steve & Barry's Kansas LLC Stone Barn Hawaii LLC 1,396,626 166,365,123 f/k/a Steve & Barry's Hawaii LLC Stone Barn Louisiana LLC 1,164,684 166,365,083 f/k/a Steve & Barry's Louisiana LLC Stone Barn Utah LLC 1,078,448 166,365,149 f/k/a Steve & Barry's Utah LLC Stone Barn Idaho LLC 1,063,247 166,365,083 f/k/a Steve & Barry's Idaho LLC Stone Barn Arkansas LLC 1,055,243 166,395,878 f/k/a Steve & Barry's Arkansas LLC Stone Barn Mississippi LLC 1,019,095 166,396,670 f/k/a Steve & Barry's Mississippi LLC About Steve & Barry's Headquartered in Port Washington, New York, Steve and Barry's LLC -- http://www.steveandbarrys.com/-- is a national casual apparel retailer that offers high quality merchandise at low prices for men, women and children. Founded in 1985, the company operates 276 anchor and junior anchor shopping center and mall-based locations throughout the U.S. The discount clothing chain's brands include the BITTEN(TM) collection, the first-ever apparel line created by actress and global fashion icon Sarah Jessica Parker, and the STARBURY(TM) collection of athletic and lifestyle apparel and sneakers created with NBA (R) star Stephon Marbury. Steve & Barry's LLC, and 63 affiliates filed separate voluntary petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in their restructuring efforts. Diana G. Adams, United States Trustee for Region 2, has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. On Aug. 22, 2008, the Debtors obtained permission from the Court to sell substantially all of their assets for $168 million to a joint venture by Bay Harbour Management and York Capital, BHY S&B Holdings, LLC. Under the terms of the purchase agreement, majority of the Debtors' 276 stores will remain open. Pursuant to the Purchase Agreement, the Court authorized 51 Debtors to change their corporate names. Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) has been changed to Stone Barn Manhattan LLC. Parent company Steve & Barry's LLC (Case No. 08-12615) is now known as Steel Bolt LLC. When the Debtors filed for bankruptcy, they listed $693,492,000 in total assets and $638,086,000 in total debts. (Steve & Barry's Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) STEVE & BARRY: 18 SB Manhattan Affiliates' Schedules ---------------------------------------------------- Eighteen debtor-affiliates of Stone Barn Manhattan, LLC, formerly Steve & Barry's Manhattan LLC, reported assets ranging from $0 to $1,000,000: Debtor Assets Debts ------ ------------ ------------ Stone Barn Arizona LLC $864,711 $166,365,083 f/k/a Steve & Barry's Arizona LLC Stone Barn Industries Inc. 498,989 166,365,083 f/k/a S&B Industries Inc. 4004 LLC 0 166,365,083 Baller Brands LLC 0 166,365,083 Favored Brands LLC 0 166,365,083 Pro Air LLC 0 166,365,083 Star Band LLC 0 166,365,083 Steel Bolt Construction LLC 0 166,365,083 Stellar Brands LLC 0 166,365,083 Stone Barn International LLC 0 166,365,083 f/k/a Steve & Barry's International LLC Stone Barn Midwest LLC 0 166,365,083 f/k/a Steve & Barry's Midwest LLC Stone Barn New Mexico LLC 0 166,365,083 f/k/a Steve & Barry's New Mexico LLC Stone Barn Retail China LLC 0 166,365,083 f/k/a S&B Retail China LLC Stone Barn Retail India LLC 0 166,365,083 f/k/a S&B Retail India LLC Stone Barn Trading LLC 0 166,365,083 Striking Brands LLC 0 166,365,083 Swift Building LLC 0 166,365,083 Symbolic Brands LLC 0 166,365,083 About Steve & Barry's Headquartered in Port Washington, New York, Steve and Barry's LLC -- http://www.steveandbarrys.com/-- is a national casual apparel retailer that offers high quality merchandise at low prices for men, women and children. Founded in 1985, the company operates 276 anchor and junior anchor shopping center and mall-based locations throughout the U.S. The discount clothing chain's brands include the BITTEN(TM) collection, the first-ever apparel line created by actress and global fashion icon Sarah Jessica Parker, and the STARBURY(TM) collection of athletic and lifestyle apparel and sneakers created with NBA (R) star Stephon Marbury. Steve & Barry's LLC, and 63 affiliates filed separate voluntary petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in their restructuring efforts. Diana G. Adams, United States Trustee for Region 2, has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. On Aug. 22, 2008, the Debtors obtained permission from the Court to sell substantially all of their assets for $168 million to a joint venture by Bay Harbour Management and York Capital, BHY S&B Holdings, LLC. Under the terms of the purchase agreement, majority of the Debtors' 276 stores will remain open. Pursuant to the Purchase Agreement, the Court authorized 51 Debtors to change their corporate names. Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) has been changed to Stone Barn Manhattan LLC. Parent company Steve & Barry's LLC (Case No. 08-12615) is now known as Steel Bolt LLC. When the Debtors filed for bankruptcy, they listed $693,492,000 in total assets and $638,086,000 in total debts. (Steve & Barry's Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) VERTIS HOLDINGS: Files Monthly Operating Report for August 2008 --------------------------------------------------------------- Vertis Holdings, Inc. and Subsidiaries Unaudited Consolidated Balance Sheet As of August 31, 2008 ASSETS Current Assets: Cash and cash equivalents $2,205,000 Accounts receivable, net 174,591,000 Inventories 51,776,000 Maintenance parts, net 20,407,000 Prepaid expenses and other current assets 34,341,000 --------------- Total Current Assets 283,320,000 Property, plant and equipment, net 306,592,000 Deferred financing costs, net - Other assets, net 20,732,000 --------------- Total assets $610,644,000 =============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $99,538,000 Compensation and benefits payable 35,717,000 Accrued interest 59,038,000 Accrued income taxes 989,000 Current portion of long-term debt 1,051,756,000 Other current liabilities 31,217,000 --------------- Total current liabilities 1,278,254,000 Due to parent - Long-term debt 544,717,000 Other long-term liabilities 26,442,000 --------------- Total liabilities 1,849,413,000 Stockholder's deficit: Preferred stock -- authorized 1,000 shares none issued - Common stock -- authorized 19,000 shares; $0.01 par value; issued and outstanding 12,437 and 12,492 shares 129,000 Contributed capital 384,730,000 Accumulated deficit (1,615,114,000) Accumulated other comprehensive loss (8,513,000) --------------- Total stockholder's deficit (1,238,768,000) --------------- Total Liabilities and Stockholder's Deficit $610,645,000 =============== Vertis Holdings, Inc. and Subsidiaries Unaudited Consolidated Statement of Operations Month Ended August 31, 2008 Revenue $102,997,000 Operating expenses: Costs of production 83,299,000 Selling, general and administrative 12,752,000 Restructuring charges 598,000 Depreciation and amortization of intangibles 4,318,000 --------------- Total operating expenses 100,968,000 --------------- Operating (loss) income 2,029,000 Other expenses: Interest expense, net 14,707,000 Other, net 6,078,000 --------------- Total other expenses 20,785,000 --------------- Loss before income tax expense (18,755,000) Income tax expense - --------------- Net loss ($18,755,000) =============== Vertis, Inc. and Subsidiaries Unaudited Consolidated Balance Sheet As of August 31, 2008 ASSETS Current Assets: Cash and cash equivalents $2,205,000 Accounts receivable, net 174,591,000 Inventories 51,776,000 Maintenance parts, net 20,407,000 Prepaid expenses and other current assets 34,341,000 --------------- Total Current Assets 283,321,000 Property, plant and equipment, net 306,592,000 Deferred financing costs, net - Other assets, net 20,732,000 --------------- Total assets $610,645,000 =============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $99,538,000 Compensation and benefits payable 35,717,000 Accrued interest 59,038,000 Accrued income taxes 989,000 Current portion of long-term debt 1,051,756,000 Other current liabilities 29,027,000 --------------- Total current liabilities $1,276,064,000 Due to parent 5,283,000 Long-term debt 291,143,000 Other long-term liabilities 26,442,000 --------------- Total liabilities 1,598,932,000 Stockholder's deficit: Preferred stock -- authorized 1,000 shares none issued - Common stock -- authorized 19,000 shares; $0.01 par value; issued and outstanding 12,437 and 12,492 shares - Contributed capital 409,689,000 Accumulated deficit (1,393,136,000) Accumulated other comprehensive loss (4,840,000) --------------- Total stockholder's deficit (988,287,000) --------------- Total Liabilities and Stockholder's Deficit $610,645,000 =============== Vertis Inc. and Subsidiaries Unaudited Consolidated Statement of Operations Month Ended August 31, 2008 Revenue $102,997,000 Operating expenses: Costs of production 83,299,000 Selling, general and administrative 12,742,000 Restructuring charges 598,000 Depreciation and amortization of intangibles 4,318,000 --------------- Total operating expenses 100,958,000 --------------- Operating (loss) income 2,040,000 Other expenses: Interest expense, net 11,924,000 Other, net 5,574,000 --------------- Total other expenses 17,498,000 --------------- Loss before income tax expense (15,458,000) Income tax expense - --------------- Net loss ($15,458,000) =============== Barry C. Kohn, Vertis, Inc.'s chief financial officer, also disclosed that for the period from July 15 to August 31, 2008, these Debtor-entities made cash disbursements totaling $128,696,806: Debtor Entity Amount ------------- ------------ Vertis, Inc. $123,371,583 Webcraft Chemicals, LLC 793,134 USA Direct LLC 1,532,088 About Vertis Holdings Inc. Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. -- http://www.vertisinc.com/-- is a provider of targeted print advertising and direct marketing solutions to America's retail and consumer services companies. The company and its six affiliates filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460). Gary T. Holtzer, Esq. and Stephen A. Youngman, Esq. at Weil, Gotshal & Manges LLP represent as the Debtors lead counsels and Mark D. Collins, Esq. and Michael Joseph Merchant, Esq. at Richards Layton & Finger, P.A. represent as their Delaware local counsels. Lazard Freres & Co. LLC is the company's financial advisors. When the Debtors filed for protection from their creditors they listed estimated assets between $500 million and $1 billion and estimated debts of more than 1 billion. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Julybien D. Atadero, Sheryl Joy P. Olano, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2008. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***