/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100303.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 3, 2010, Vol. 14, No. 61 Headlines ABITIBIBOWATER INC: ACI Wants Stakeholders to Form Committees ABITIBIBOWATER INC: Aurelius Withdraws Request to Grant Liens ABITIBIBOWATER INC: Claims Deadline vs. WF Moved to March 31 ABITIBIBOWATER INC: Proposes April 7 Employee Claims Bar Date ACE FINANCIAL: Files for Chapter 11 Bankruptcy ACCURIDE CORPORATION: New Stock to Commence Trading on OTCBB ADANAC MOLYBDENUM: CCAA Protection Extended Until to June 30 ADFITECH INC: Court Confirms 2nd Amended Plan AFFILIATED MEDIA: BnY, Warner Balk at Prepackaged Chapter 11 Plan ALMADEN ASSOCIATES: Section 341(a) Meeting Scheduled for March 29 AMERICAN AXLE: Capital Research Global Reports 6.7% Stake AMERICAN AXLE: CEO Richard Dauch Reports 13.67% Equity Stake AMERICAN AXLE: SAC Capital Advisors Reports De Minimis Stake AMERICAN AXLE: TIAA-CREF, Teachers Advisors Hold 3.93% Stake AMERICAN AXLE: Moody's Raises Corporate Family Rating to 'Caa1' AMERICAN CAPITAL: To Solicit Votes on Exchange Offer, Prepack Plan AMERICAN PACIFIC: S&P Downgrades Corporate Credit Rating to 'B' AXION INTERNATIONAL: Posts $2.6-Mil. Net Loss for Dec. Quarter ATLANTIC FACILITIES: Files Schedules of Assets & Liabilities ATLANTIC FACILITIES: Section 341(a) Meeting Scheduled for March 22 AUBREY BRUCE: Wants March 5 Deadline for Filing of Schedules AXCESS MEDICAL: Partners Imaging's $7.3-Mil. Wins Auction BERNARD MADOFF: Trustee Gets Nod to Disregard Phony Profits BLACK GAMING: Files for Chapter 11; Plan Lets Black Keep Control BLUE EARTH: Posts $585,714 Net Loss in Q3 Ended Dec. 31 BTA BANK: Says Ukraine Court Upheld Debt Restructuring CABLEVISION SYSTEMS: Swings to $285.3-Mil. Profit in 2009 CANOPY FINANCIAL: Co-Founders Charged with $75-Mil. Fraud CANWEST GLOBAL: CMI Entities Rejecting Terminal Deficiency Claims CANWEST GLOBAL: Ontario Court Approves Shaw Subscription Agreement CARD ACTIVATION: Earns $85,491 in Q1 Ended December 31 CCS MEDICAL: Submits Amended Plan Outline for Plan Solicitation CELL THERAPEUTICS: Has $9-Mil. Net Loss for January CERUS CORP: AXA Financial Holds 1.1% of Common Stock CERUS CORP: Capital Ventures, Heights Capital Hold 2% Stake CERUS CORP: Posts $24.1 Million Net Loss for FY2009 CIT GROUP: Expects to Report $900-Mil. Loss for Fourth Quarter CITIGROUP INC: Annual Stockholders' Meeting on April 20 CLAIRE'S STORES: Unit Enters into Sale & Lease-Back Deal AGNL COMSCAPE COMMUNICATIONS: Chapter 11 Filings Not Authorized CONEXANT SYSTEMS: Board Appoints Elbaz as Chief Accounting Head CONEXANT SYSTEMS: Stockholders Adopt 2010 Equity Incentive Plan DAVID YARDS: Delays Vessel Deliveries for Ocean Hotels DELAMORE ELIZABETH: To Raise $1 Million for Chapter 11 Plan EASTMAN KODAK: Hikes Maximum Tender Amount to $200 Million EASTMAN KODAK: To Sell $500 Mil. of 9.75% Senior Notes ENRON CORP: Skilling's New Trial Bid May Divide Supreme Court EPICEPT CORP: Incurs $4.4 Mil. Net Loss for Fourth Quarter EPV SOLAR: Organizational Meeting to Form Panel on March 10 ESCALON MEDICAL: Posts $1.1 Million Net Loss in Q2 Ended Dec. 31 FEDERAL-MOGUL: Reports $43 Million Net Income for Fourth Quarter FONAR CORPORATION: Posts $1.29-Mil. Net Loss in Q3 2009 FORD MOTOR: February 2010 Sales Up 43% From Last Year FREDDIE MAC: Needs Continued Support from Govt., Says S&P FREESCALE SEMICONDUCTOR: Has Deal to Extend Term Loans to 2016 FREESCALE SEMICONDUCTOR: Files Patent Suit vs. Panasonic Et Al. GENERAL GROWTH: Fairholme's Berkowitz Likes Debt-for-Equity Swap GENERAL GROWTH: Simon's CEO Doesn't See Antitrust Concerns FEDERAL-MOGUL: Reports $43 Million Net Income for Fourth Quarter GENERAL MOTORS: February 2010 Sales Up 32% From Last Year GENERAL MOTORS: Overhauls North American Sales Operations GENERAL MOTORS: Recalls 1.3-MM Cars to Fix Power Steering Assist GENERAL MOTORS: Seaport Sues Over $3.25-Mil. Claim Buy GLEN ROSE: Posts $398,474 Net Loss in Q3 Ended December 31 GMAC INC: Ally Bank Told to Reduce Deposit Interest Rates GMAC INC: ResCap to Continue to Rely for Support in Near-Term GREEN PLANET: Posts $2.7-Mil. Net Loss in Q3 ended Dec. 31 HC INNOVATIONS: Taps Reid and Riege as Bankruptcy Counsel HEALTHSOUTH CORP: Joins JPMorgan, RBC Conferences HERITAGE SOUTHWEST: Non-Debtor Claims Sent to State Court HORIZON HEALTH: Exmovere Holdings Delivers Monetary Default Notice ICAHN ENTERPRISES: To Pay $0.25/Unit Distribution on March 30 INTRAWEST ULC: Reaches Deal on Debt Restructuring LAMBERT PROPERTIES: Court Dismisses Chapter 11 Reorganization Case LIONS GATE: Tipped to Get Miramax Assets for Up to $500-Mil. MAXXAM INC: Dimensional Fund Advisors No Longer Holds Shares MGM MIRGAGE: Joseph Sugerman Resigns as Member of the Board MIRAMAX FILM: Lions Gate Tipped to Get Assets for Up to $500-Mil. MITCHELL LEONARD: Federal Judge to Review New Plan in April MORRIS PUBLISHING: Emerges From Bankruptcy Protection MSGI SECURITY: Posts $2.9 Million Net Loss in Q2 Ended December 31 MONEYGRAM INT'L: To Settle Federal Securities Class Action NORTH COUNTRY: Famous Dave's Wins Auction for 7 Franchises ORLEANS HOMEBUILDERS: Case Summary & 50 Largest Unsec. Creditors ORMET CORPORATION: Secures $50MM Credit Facility & $110MM Loan OTTER TAIL: Files Chapter 11 Plan of Reorganization PANAVISION INC: To Give Up Control to Creditors PERFECT LINE: Files Chapter 11 Bankruptcy Protection PETER POCKLINGTON: Bankruptcy Fraud Trial Headed for Another Delay PHARMOS CORPORATION: Posts $3.1 Million Net Loss in 2009 PHILADELPHIA NEWSPAPERS: Credit Bid Dispute Hurting Reorganization PRIME GROUP REALTY: Sells 180 North LaSalle Street Property PRIME GROUP REALTY: Two Units in Default of CWCapital Mortgage PROTECTION ONE: Amends Non-Compete Clause in Employment Pacts RAINIER PACIFIC: Company Stock to Be Delisted from Nasdaq RANSOME GROUP: No Bond Required from Involuntary Petitioner RC SOONER: Gets Court's Nod to Hire BMC Group as Claims Agent RC SOONER: Section 341(a) Meeting Scheduled for March 22 RC SOONER: Wants Schedules Filing Deadline Extended Until April 7 RC SOONER: Wants to Hire Ballard Spahr as Bankruptcy Counsel REDDY ICE: 2010 Annual Stockholders' Meeting on April 29 REDDY ICE: JPMorgan Chase Holds 6.2% of Common Stock REGENT COMMUNICATIONS: Case Summary & 30 Largest Unsec. Creditors RQB RESORT: Voluntary Chapter 11 Case Summary SCHWAB INDUSTRIES: Files for Chapter 11 in Ohio SEA LAUNCH: Wants Additional $12MM DIP Loan from Space Launch SMART-TEK SOLUTIONS: Earns $548,686 in Q2 Ended December 31 SPHERIS INC: Has Until March 31 to Come Up With Amended Deal SPLINTERNET HOLDINGS: Posts $273,305 Net Loss in Q3 2009 STERLING MINING: Wants $2MM DIP Loan from Minco to Pay Penalty ST MARY'S HOSPITAL: Emerges from Chapter 11 Protection STEVE & BARRY: Investors Try to Dodge WARN Suit SUNRISE SENIOR: Ernst & Young Raises Going Concern Doubt SWOOZIE INC: Files Chapter 11 as New Stores Fail THE SRKO FAMILY: Gets OK to Hire Kutner Miller as Bankr. Counsel TROPICANA ENTERTAINMENT: Assets Transfer Exempt From NJ Taxes TROPICANA ENTERTAINMENT: OpCo Loans Maturity Extended to March 31 TROPICANA ENTERTAINMENT: Plan Consummation Deadline Moved March 31 TROPICANA ENTERTAINMENT: Trustee Sues Ex-Owner for Misconduct TXCO RESOURCES: FTI Asks for $3M For Bankruptcy Case UAL CORP: Dist. Court Affirms Disallowance of Regen Capital Claim UAL CORP: Has Deal With ExpressJet for Service of 22 Aircraft UAL CORP: Keen on Merger Talks with Continental UAL CORP: Names New Officers for Investor Relations UAL CORP: Targeting Balanced Fuel Hedging Program UNO RESTAURANT: Closes Restaurant Shop in Kirkwood US CONCRETE: BlackRock Holds 5.63% of Common Stock US CONCRETE: Dimensional Fund Advisors Holds 7.27% Stake US CONCRETE: Lenders Amend Facility, Grant Waiver Until May 1 US CONCRETE: Rutabaga Capital Holds 5.47% of Common Stock US FIDELIS: Case Summary & 20 Largest Unsecured Creditors VION PHARMACEUTICALS: Wins Court Nod for Creditor Vote VISTEON CORP: Donald Smith Now Has 0% Stake VONAGE HOLDINGS: Earns $4.4 Million for Fourth Quarter WASHINGTON MUTUAL: Former Employees "Forced" by JPM to Sell Shares XERIUM TECHNOLOGIES: Said to Seek Loans for Prepackaged Bankruptcy XERIUM TECHNOLOGIES: Commences Solicitation on Debt Restructuring ZACK DAVIDSON: Files for Chapter 7 Bankruptcy ZAYAT STABLES: Made $600,000 in Loans to Illegal Bookers * FDIC Offers $1.8 Billion of Notes Tied to Home Loans * S&P Says Downgrades & Defaults to Wane from Near-Record Highs * Upcoming Meetings, Conferences and Seminars ********* ABITIBIBOWATER INC: ACI Wants Stakeholders to Form Committees ------------------------------------------------------------- In the context of the CCAA Proceedings and as a result of the ongoing restructuring process of Abiti-Consolidated Inc. and its Canadian affiliates' businesses, certain actions taken by or imposed on the Applicants have impacted, and will continue impacting, various and diverse groups of their stakeholders, including bondholders, employees, former employees, pensioners and other groups, Stikeman Elliott LLP, in Montreal, Canada, asserts. While certain groups of stakeholders are well-organized and have been represented throughout the course of the CCAA Proceedings, other stakeholders, including non-unionized employees, former non-unionized employees and pensioners who were non-unionized while employed by the Applicants -- or the "Affected Stakeholders" -- have not formally been represented for reasons particular to their situation. Representing the Applicants, Stikeman Elliott relates that certain actions taken and which have impacted the Affected Stakeholders include: -- the suspension of employee benefits enjoyed by certain categories of employees; -- the suspension of past service contributions or special payments to funded pensions plans maintained by the Applicants during the Stay Period, as authorized by the Court's order dated May 8, 2009; and -- the cessation of payments under non-registered supplementary pension schemes or SERPs. Stikeman says the Applicants are at the stage where they are seeking to formulate their plan of compromise and arrangement in preparation for emergence from the CCAA Proceeding. In this regard, it is of assistance both to the Applicants and the Affected Stakeholders to have counterparts with whom to review proposals, solicit feedback and otherwise assist in the formation of proposals calculated to meet the needs of the Applicants while mitigating where possible the impact of the process on the Affected Stakeholders, Stikeman points out. In this regard, the Applicants ask Mr. Justice Gascon to: (a) authorize the formation of consultative committees from within those groups of the Applicants' non-unionized employees, former non-unionized employees and pensioners who were non-unionized while employed by the Applicants and who remain unrepresented in the CCAA Proceedings; (b) authorize the Applicants to engage in consultation and negotiations with these Consultative Committees in order to adequately address the impact of proposed restructuring efforts on these stakeholder groups; and (c) authorize said Consult to make representations before the Canadian Court should the need arise. The Applicants propose that the Consultative Committees be entitled to (i) appoint lead representatives charged with coordinating the tasks of consulting and representing their committee, as well as engaging in discussions with, and formulating recommendations to, the Applicants, and (ii) hire legal counsel to make representations before the Canadian Court. Members of a Consultative Committee and its Lead Representatives will act in an advisory and consultative role only and will have neither authority to bind any Affected Stakeholder nor responsibility to any Affected Stakeholder except as may explicitly be agreed in writing between the parties and approved by the Canadian Court. The Consultative Committees will be formed for consultative and representation purposes only, and the Applicants will incur no further liability obligation as a result of their formation, Stikeman clarifies. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Aurelius Withdraws Request to Grant Liens ------------------------------------------------------------- Aurelius Capital Management, LP, has withdrawn its request dated November 29, 2009, to grant the AbitibiBowater applicants under Canada's Companies' Creditors Arrangement Act security interests in the Chapter 11 collateral to secure all Canadian intercompany claims. Aurelius is a holder of notes with an aggregate face value of $600 million due November 2011, guaranteed by Bowater Incorporated. Aurelius' request is being withdrawn in light of the Court- approved stipulation it reached with AbitibiBowater Inc. and its debtors affiliates; the Official Committee of Unsecured Creditors; Avenue Investments L.P.; Wachovia Bank N.A.; Fairfax Financial Holdings Ltd; Bank of Nova Scotia; and Law Debenture Trust Company of New York, with respect to provisions on security interests under the Senior Secured Superpriority Debtor-in- Possession Credit Agreement dated as of April 21, 2009, as amended. As previously reported, the Stipulation embodies the amendment of these provisions of the Final DIP Order in order to resolve Aurelius' concerns: (1) Paragraph 4(c) of the Final DIP Order is amended to replace "intercompany claims" with "intercompany claims payable to U.S. Debtors by Canadian Debtors." (2) The Final DIP Order is amended to authorize the U.S. Debtors to grant the Canadian Debtors "security interests in and liens on all U.S. collateral, junior to the U.S. DIP Liens, Permitted U.S. Prepetition Liens, U.S. Adequate Protection Liens and Canadian Adequate Protection Liens." The withdrawal of the Motion is without prejudice to Aurelius' rights to seek further relief from the Court with respect to the validity, enforceability, characterization, allowance, priority, valuation, and value allocation of any intercompany claims or equity interests, including wind-up claims, contribution claims, preferred stock interests, U.S. Intercompany Claims, and Canadian Intercompany Claims, Dennis A. Meloro, Esq., at Greenberg Traurig LLP, in Wilmington, Delaware, clarifies, on behalf of Aurelius. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Claims Deadline vs. WF Moved to March 31 ------------------------------------------------------------ U.S. Bankruptcy Judge Kevin Carey extended, through and including March 31, 2010, the deadline within which the Official Committee of Unsecured Creditors in AbitibiWater Inc.'s case may commence and prosecute causes of action challenging, among other things, the extent and validity of Wells Fargo Bank National Association's and certain lenders' liens upon, and security interests in, the Debtors' assets. Wells Fargo is the successor-in-interest to Goldman Sachs Credit Partners L.P., in its capacity as administrative agent and collateral agent under a Credit and Guaranty Agreement dated April 1, 2008, as amended. Lenders under the Credit Agreement provided a $400,000,000 term loan and other accommodations for the benefit of the Debtors and its affiliates as borrowers. Pursuant to the Court's final order dated July 1, 2009, approving the Amended and Restated Guaranteed Receivables Purchase Agreement among (i) Abitibi-Consolidated, Inc. and Abitibi Consolidated Sales Corporation or "the Abitibi Group" as Originators, (ii) Abitibi Consolidated U.S. Funding Corp. and Donohue Group as Guarantors, (iii) Citibank, as Agent, and (iv) Barclays Capital Inc., as Syndication Agent, the Creditors' Committee reserved its right to contest the scope, validity, perfection, or amount of Wells Fargo's Claims. The Creditors' Committee ascertained that certain liens and guarantees that were granted or incurred under the Wells Fargo Credit Agreement within two years of the Petition Date "are avoidable under Section 548 of the Bankruptcy Code as fraudulent transfers." Based on the financial condition of each individual Debtor that is a New Guarantor at the time of the Transfers, the Creditors' Committee alleges that the Wells Fargo Credit Agreement Liens and Guarantees were incurred while the Debtors were insolvent or became insolvent. The Creditors' Committee also alleges, based on the lack of value conferred, that the Debtors were left with unreasonably small capital to carry on their businesses. The Creditors' Committee has said that successful avoidance or otherwise reduction of the claims of Wells Fargo and the Lenders against the New Guarantors will result in the availability of unencumbered assets of the Debtor-affiliates' estates for distribution to the general unsecured creditors. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Proposes April 7 Employee Claims Bar Date ------------------------------------------------------------- AbitibiBowater Inc. and its units relate that they have received, and are actively reviewing and reconciling, more than 4,400 claims asserting prepetition liabilities that they allegedly owed both in the U.S. and Canada. As the Debtors move towards the formulation of a Chapter 11 plan and emergence, "the time has come to crystallize claims by employees," Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, averred. Accordingly, at the Debtors' behest, Judge Carey established April 7, 2010, as the final date for any person who was an employee of the Debtors as of the Petition Date to file in the Chapter 11 cases: (a) any claim against the Debtors owing as of the Petition Date; and (b) any claim or expense asserted against the Debtors for the period from April 16, 2009 to February 28, 2010, or the "Employee Claim Period." Mr. Greecher noted that setting the Employee Claims Bar Date at the end of the first quarter of 2010 best serves the Debtors' goals of proposing, soliciting approval of, and confirming a restructuring plan. The Employee Claims Bar Date does not apply to amounts owed for ordinary course payroll obligations that are scheduled to be paid on the next pay date occurring after February 28, 2010, or for the reimbursement of Employee expenses scheduled to be paid in the ordinary course, Mr. Greecher clarified. The U.S. Debtors aver that they have coordinated the Employee Claims Bar Date with their affiliate-applicants under the Companies' Creditors Arrangement Act in Canada. Accordingly, the CCAA Applicants also intend to ask the Canadian Court to establish April 7, 2010, as the bar date for their employees to file claims in the CCAA Proceeding. Each Employee asserting a claim against one or more of the Debtors on account of a claim arising during the Employee Claim Period will be required to file a separate Employee Claim that substantially complies with Official Bankruptcy Form B10, against each Debtor so as to be actually received on or before the Employee Claims Bar Date by Epiq Bankruptcy Solutions, LLC, the Debtors' claims and noticing agent. Employee Claims filed against the Cross-Border Debtors -- consisting of Bowater Canada Finance Corporation, Bowater Canadian Holdings Incorporated, AbitibiBowater Canada Inc., Bowater Canadian Forest Products Inc., Bowater Maritimes Inc., Bowater LaHave Corporation and Bowater Canadian Limited -- will be accepted and considered timely in the Chapter 11 Cases if received by the monitor appointed in the CCAA Proceeding prior to the Employee Claims Bar Date. Judge Carey directed Epiq to provide notice and instructions regarding the Employee Claims Bar Date by mailing a copy of the U.S. Employee Bar Date Notice, together with an Employee Claim form, by first-class mail to all Employees who were employed by the Debtors as of the Petition Date, at those Employees' last known addresses as found in the Company's books and records. Subsequently, the Debtors filed with the Bankruptcy Court a copy of the U.S. Bar Employee Bar Date Notice. Similarly, the CCAA Monitor will provide notice of, and instructions regarding, the Employee Claims Bar Date through the Canadian Employees' Joint Instruction Letter, which will be mailed to all Employees who were employed by the Cross-Border Debtors as of the Petition Date. Employee Proofs of Claim sent to Epiq via first-class mail must be addressed to: AbitibiBowater Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O. Box 5269 New York, NY 10150-5269 Employee Proofs of Claim sent to Epiq by hand delivery or overnight mail must be delivered to: AbitibiBowater Inc. Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, Third Floor New York, NY 10017 Employee Proofs of Claim will be deemed timely filed only if they are actually received by Epiq or, with respect to the Cross- Border Debtors, the Monitor, on or before the Employee Claims Bar Date. To accommodate an informal objection raised by the United Steelworkers, the Bankruptcy Court clarified, pursuant to an agreement between the Debtors and USW that any employee employed within a bargaining unit covered by a collective bargaining agreement between the Debtors and any labor organization, will not be required to file an Employee Claim for any obligation arising under that collective bargaining agreement, including, but not limited to, any grievance or arbitration. Judge Carey further authorized a labor organization that is a party to a collective bargaining agreement with the Debtors to file a master proof of claim relating to any grievances or arbitration cases arising under that CBA, provided that (i) the labor organization will not be required to file a claim for obligations other than grievances and arbitration cases, and (ii) all grievances and arbitration cases will be resolved by the grievance and arbitration procedures of that CBA, subject to the applicable provisions of the Bankruptcy Code. Furthermore, no person will be required to file an Employee Claim for any obligation which constitutes "retiree benefits," as the term is defined under Section 1114(a) of the Bankruptcy Code. Any Employee Claim for claims arising during the Prepetition Employee Claims Period denominated in Canadian dollars will be converted to, and will constitute obligations, in U.S. dollars, which calculation to be effected using the Bank of Canada's "noon spot rate" as of the Petition Date. Specifically, U.S. dollar claims are to be converted at the rate of C$l to US$0.8290, the Court ruled. Pursuant to Rules 3002 and 3003 of the Federal Rules of Bankruptcy Procedure, any Employee who is required, but fails to, file a timely Employee Claim (i) will be forever barred, estopped and enjoined from asserting claims against the Debtors or their property, and (ii) will not be permitted to participate in any voting and distribution in the Debtors' Chapter 11 Cases on account of those claims. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ACE FINANCIAL: Files for Chapter 11 Bankruptcy ---------------------------------------------- Ace Financial Corp. filed for Chapter 11 bankruptcy after it stopped lending or taking in new investment money as it awaited payment on previous loans, according to bakersfield.com. Ace Financial offers residential and commercial real estate construction loans. In documents attached to its bankruptcy petition, the Company listed $5.16 million in assets and $4.86 million in liabilities including $3.5 million in unsecured, nonpriority claims, and $6,000 in unpaid wages. ACCURIDE CORPORATION: New Stock to Commence Trading on OTCBB ------------------------------------------------------------ Accuride Corporation's new common stock will commence trading on the Over-the-Counter Bulletin Board under the symbol "ACUZ" no later than March 4, 2010. Prior to the effective date of Accuride's plan of reorganization, shares of Accuride Corporation traded as OTCBB: AURDQ. On the Effective Date, Accuride's then outstanding common stock was cancelled, and Accuride issued new shares of common stock as provided in its Plan of Reorganization. All shares of new common stock will trade under the symbol "ACUZ". About Accuride Corp. Accuride Corporation -- http://www.accuridecorp.com-- claims to be one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Accuride's products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components. Accuride's products are marketed under its brand names, which include Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway Original. For more information, visit Accuride filed for Chapter 11 in Delaware and emerged from bankruptcy five months later on Feb. 26, 2010. Attorneys at Irell & Manella LLP and Reed Smith LLP served as counsel. Morris Anderson & Associates was financial advisor. ADANAC MOLYBDENUM: CCAA Protection Extended Until to June 30 ------------------------------------------------------------ Adanac Molybdenum Corporation's application of March 2, 2010, to the Supreme Court of British Columbia for an Order under the Companies' Creditors Arrangement Act to extend its creditor protection has been successful, allowing the Company to continue to restructure and continue to stay all claims and actions against the Company and its assets. The March 2, 2010 Order extends the stay period under CCAA until June 30, 2010, at which time the matter will be reviewed by the Court. Further information can be found on the website of KPMG Inc., the court-appointed Monitor, at http://www.kpmg.ca/adanac. Adanac Molybdenum Corporation is listed on the TSX and Frankfurt exchanges and owns the Ruby Creek Project in northern British Columbia. The Company has advanced the project through feasibility studies, a production decision and has previously ordered long- lead equipment, completed permitting for construction, constructed a road to the site and secured US$80 million in bridge financing. ADFITECH INC: Court Confirms 2nd Amended Plan --------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has entered an order confirming the Chapter 11 plan of reorganization, as twice amended, of ADFITECH Inc. Only holders of senior notes totaling $304,000,000 issued by Thornburg Mortgage Inc. with claims against Adfitech, Inc., on account of Adfitech's guarantee of the notes voted on the Plan. More than 94.74% of the holders of the notes, with claims totaling $124,247,000 (representing 96.3% of the total claims of the noteholders that sent ballots) accepted the Plan. The holders of guarantee claims are to receive aggregate consideration of $38,630,416 in the form of new securities, new notes and cash. There were no holders of general unsecured claims against Adfitech. Holders of equity interests won't receive anything. A copy of the Plan is available for free at: http://bankrupt.com/misc/Adfitech_2nd_Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Adfitech_2nd_DS.pdf About ADFITECH Inc. ADFITECH, Inc., is an independently operated, wholly owned subsidiary of TMST Home Loans, Inc., formerly known as Thornburg Mortgage Home Loans, Inc., and provides mortgage-related auditing and quality control consulting services to financial institutions. Adfitech is self-funded, has its own separate workforce and bank accounts, and operates independently from the TMST Debtors including TMST and TMHL at offices located in Edmond, Oklahoma on unencumbered real estate owned by Adfitech. As of October 31, 2009, Adfitech had total assets of $30,807,613 against total liabilities of $1,639,994,390. As of the petition date, Adfitech had total assets of $28,026,037 against total liabilities of $1,639,832,523. Thornburg Mortgage, Inc., now known as TMST, Inc., and its four affiliates filed for Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787). Judge Duncan W. Keir is handling the case. On November 2, 2009, the Bankruptcy Court entered an Order Severing Joint Administration with Respect to the Adfitech Chapter 11 Case. As a result, the Adfitech Chapter 11 case is no longer jointly administered with the cases of the TMST Debtors. AFFILIATED MEDIA: BnY, Warner Balk at Prepackaged Chapter 11 Plan ----------------------------------------------------------------- Renee McGaw at Denver Business Journal says Bank of New York Mellon Trust Co. and Warner Gateway Partners objected to the prepackaged Chapter 11 plan of reorganization of Affiliated Media Inc., arguing that the plan may be read to impermissibly limit the company's obligation to pay the trustee's fees and expenses, and limit compensation for its services. Bank of New York and Warner are asking the U.S. Bankruptcy Court for the District of Delaware to deny confirmation of the Plan. Terms of the Plan Holders of senior notes aggregating $583.1 million will receive 88% of the common stock, a $150 million secured term loan and certain cash payments. Majority of the senior lenders approved the terms of the plan prior to the bankruptcy filing. Holders of other secured claims would retain their claims and have their rights unaltered. Under the Plan, holders of general unsecured claims would retain their claims or would be paid in full. Holders of $326 million in subordinated notes, if they support the plan, would receive warrants to purchase stock of the reorganized company. If they reject the Plan, they won't recover anything. Holders of equity interests are wiped out. Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/AFFILIATED_MEDIA_ch11plan.pdf http://bankrupt.com/misc/AFFILIATED_MEDIA_ds.pdf About Affiliated Media Denver, Colorado-based Affiliated Media, Inc., aka MediaNews Group, Inc., is the holding company of MediaNews Group Inc., which owns 54 daily newspapers including the Denver Post and the San Jose Mercury News, along with television and radio broadcasters. The Company filed for Chapter 11 bankruptcy protection on January 22, 2010 (Bankr. D. Delaware Case No. 10-10202). Hughes Hubbard & Reed LLP is the Debtor's general bankruptcy counsel, while Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-bankruptcy counsel. Wilkinson Barker Knauer, LLP, is the Debtor's special FCC counsel. Carl Marks Advisory Group LLC is the Debtor's restructuring advisor. Rothschild Inc. is the Debtor's financial advisor. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims agent. Sitrick and Company Inc. is the Debtor's communications consultant. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. ALMADEN ASSOCIATES: Section 341(a) Meeting Scheduled for March 29 ----------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of creditors in Almaden Associates, LLC's Chapter 11 case on March 29, 2010, at 9:00 a.m. The meeting will be held at the Office of the U.S. Trustee, 1301 Clay St. Room 680N, Oakland, CA 94612. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Dublin, California-based Almaden Associates, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. N.D. Calif. Case No. 10-41903). Joel K. Belway, Esq., at Law Offices of Joel K. Belway, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. AMERICAN AXLE: Capital Research Global Reports 6.7% Stake --------------------------------------------------------- Capital Research Global Investors, as of December 31, 2009, is deemed to be the beneficial owner of 4,680,000 shares or 6.7% of the 69,563,283 shares of American Axle & Manufacturing Holdings Inc. Common Stock believed to be outstanding as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of AAM's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. At December 31, 2009, the Company had total assets of $1.986 billion against total liabilities of $2.546 billion, resulting in stockholders' deficit of $559.9 million. * * * American Axle carries Standard & Poor's "B-" Corporate Family Rating; Moody's Investors Services' "Caa2" Corporate Family Rating; and Fitch Ratings' "B-" Corporate Family Rating. AMERICAN AXLE: CEO Richard Dauch Reports 13.67% Equity Stake ------------------------------------------------------------ Richard E. Dauch disclosed that as of December 31, 2009, he may be deemed to beneficially own 9,786,353 shares or roughly 13.67% of the common stock of American Axle & Manufacturing Holdings Inc. Mr. Dauch is the Co-Founder, Chairman and CEO of AAM. Mr. Dauch made the disclosure individually and as trustee of the Richard E. Dauch Trust dated 11-13-91, the Dauch Care Trust, the Sandra J. Dauch Gift Trust dated May 25, 1998, and the Richard E. Dauch Annuity Trust 2017,U/A 05-04-09, and as president of the Richard E. and Sandra J. Dauch Family Foundation. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of AAM's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. At December 31, 2009, the Company had total assets of $1.986 billion against total liabilities of $2.546 billion, resulting in stockholders' deficit of $559.9 million. * * * American Axle carries Standard & Poor's "B-" Corporate Family Rating; Moody's Investors Services' "Caa2" Corporate Family Rating; and Fitch Ratings' "B-" Corporate Family Rating. AMERICAN AXLE: SAC Capital Advisors Reports De Minimis Stake ------------------------------------------------------------ S.A.C. Capital Advisors, L.P.; S.A.C. Capital Advisors, Inc.; SAC Capital Associates; and Steven A. Cohen disclosed that as of December 31, 2009, they may be deemed to hold 22,370 shares, which is less than 0.1%, of the common stock of American Axle & Manufacturing Holdings, Inc. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of AAM's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. At December 31, 2009, the Company had total assets of $1.986 billion against total liabilities of $2.546 billion, resulting in stockholders' deficit of $559.9 million. * * * American Axle carries Standard & Poor's "B-" Corporate Family Rating; Moody's Investors Services' "Caa2" Corporate Family Rating; and Fitch Ratings' "B-" Corporate Family Rating. AMERICAN AXLE: TIAA-CREF, Teachers Advisors Hold 3.93% Stake ------------------------------------------------------------ TIAA-CREF Investment Management, LLC, and Teachers Advisors, Inc., in New York, disclosed that as of December 31, 2009, they may be deemed to beneficially own 2,734,145 shares or roughly 3.93% of the common stock of American Axle & Manufacturing Holdings, Inc. TIAA-CREF Investment Management is the investment adviser to the College Retirement Equities Fund, a registered investment company. Teachers Advisors is the investment adviser to three registered investment companies, TIAA-CREF Funds, TIAA-CREF Life Funds, and TIAA Separate Account VA-1. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of AAM's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Thailand and the United Kingdom. At December 31, 2009, the Company had total assets of $1.986 billion against total liabilities of $2.546 billion, resulting in stockholders' deficit of $559.9 million. * * * American Axle carries Standard & Poor's "B-" Corporate Family Rating; Moody's Investors Services' "Caa2" Corporate Family Rating; and Fitch Ratings' "B-" Corporate Family Rating. AMERICAN AXLE: Moody's Raises Corporate Family Rating to 'Caa1' --------------------------------------------------------------- Moody's Investors Service raised American Axle & Manufacturing Holdings, Inc.'s Corporate Family Rating and Probability of Default Rating to Caa1 from Caa2. In a related action, the rating on American Axle & Manufacturing, Inc.'s senior secured note was raised to B1 from B2, and the ratings on the unsecured guaranteed notes and the unsecured guaranteed convertible notes were raised to Caa2 from Caa3. The rating outlook is changed to positive. The raising of American Axle's CFR rating to Caa1 reflects the company's improving prospect for deleveraging its financial profile as conditions improve for the North American automotive industry. This improved prospect is supported by the company's favorable performance in the fourth quarter of 2009 relative to plan and the recent upward revision of its expectation for US light vehicle sales in 2010 to 11.5 million units, from a previous planning assumption of 10 million units. The significant restructuring actions taken earlier in 2009 facilitated the company's stronger fourth quarter 2009 performance and position the company for further improvement in results on a higher level of vehicle sales. While Moody's believes conditions in the automotive industry will improve off of historically weak levels in 2009, the consumer appetite for SUVs and light trucks, where American Axle has significant exposure, will likely continue to be tempered. Also limiting the rating is the company's reliance on its largest customers, GM and Chrysler (approximately 78% and 8% of net sales for 2009, respectively). Market share losses of these company's could continue to constrain the company's performance. The positive outlook incorporates Moody's expectation of improving operating performance stemming from stronger North American automotive production levels in 2010. Over the intermediate-term American Axle's customer diversity is expected to benefit from greater penetration of sales with other auto makers. American Axle's Speculative Grade Liquidity Rating of SGL-3 continues to reflects Moody's expectation of an adequate liquidity profile over the near-term. Cash balances at December 31, 2009, were $178 million and will benefit from a $48.8 million tax refund received by the company in February 2010. The company used the net proceeds from its senior notes offering in December 2009 to refinance the term loan and reduce revolver outstandings ahead of a commitment reduction scheduled for April 2010. In December, the company also sold 16.1 million shares of common stock for net proceeds of $109.7 million. Availability under the revolving credit facility at December 31, 2009, was $199 million, net of $60 million in borrowings and $38 million of letters of credit. Principal financial covenants under the amended revolving credit include a secured debt/EBITDA test, and an EBITDA/interest expense test. Yet, expected performance levels should allow the company to access the vast majority of the revolving credit facility over the near-term. The company must also maintain an average daily minimum liquidity level of $85 million until June 30, 2010. Despite improving operating trends, Moody's continues to expect American Axle's free cash flow generation will be limited over the next twelve months due to working capital needs. However, the company's cash position and revolver availability are expected to support a modest cash burn and provide sufficient cushion for the minimum liquidity level test. The commitments under the revolving credit facility will reduce to $243 million from $296 million in December 2011 and will mature in June 2013. The security provided to the lenders as part of the bank credit facility limits the company's alternate sources of liquidity. Ratings raised: American Axle & Manufacturing Holdings, Inc. * Corporate Family Rating, to Caa1 from Caa2 * Probability of Default Rating, to Caa1 from Caa2 * Unsecured guaranteed convertible note, to Caa2 (LGD5, 76%) from Caa3 (LGD5 76%) American Axle & Manufacturing, Inc. * Senior secured guaranteed note, to B1 (LGD2, 17%) from B2 (LGD2 19%) * Unsecured guaranteed notes, to Caa2 (LGD5, 76%) from Caa3 (LGD5 76%) Ratings affirmed: American Axle & Manufacturing Holdings, Inc. * Speculative Grade Liquidity Rating, SGL-3 Holdings' obligations are guaranteed by American Axle and vice versa. The last rating action was on December 8, 2009 when the Corporate Family Rating was raised to Caa2. American Axle & Manufacturing, Inc., headquartered in Detroit, MI, is a world leader in the manufacture, design, engineering and validation of driveline systems and related components and modules, chassis systems, and metal formed products for light truck, SUV's and passenger cars. The company has manufacturing locations in the USA, Mexico, the United Kingdom, Brazil, China, Poland, and India. The company reported revenues of $1.5 billion in 2009. AMERICAN CAPITAL: To Solicit Votes on Exchange Offer, Prepack Plan ------------------------------------------------------------------ American Capital Ltd. said in its annual report on Form 10-K that it expects to begin soliciting votes this month on an exchange offer and prepackaged Chapter 11 plan. American Capital has been in breach of financial covenants under its primary unsecured debt arrangements totaling $2.4 billion as of December 31, 2009. On November 20, 2009, it entered into a Lock Up Agreement with lenders holding approximately 95% of the loans outstanding under its unsecured revolving line of credit agreement, with Wachovia Bank, NA, as administrative agent. Pursuant to the Lock Up Agreement, American Capital intends to enter into an out-of-court exchange of the loans outstanding under its Credit Agreement and its private and public unsecured notes. The proposed Restructuring contemplates that there will be a voluntary amendment and restatement of the Credit Facility and an exchange of the unsecured private notes and unsecured public notes for new securities. In the event that fewer than 100% of the lenders under the Credit Facility, fewer than 100% of the holders of the private unsecured notes and holders of less than 85% of the principal amount of the public unsecured notes agree to enter the Exchange Transaction, the Company intends to implement the proposed Restructuring by soliciting votes for a prepackaged reorganization under Chapter 11 of the Bankruptcy Code and commence a voluntary reorganization case. Under the current terms of the proposed Restructuring, the loans outstanding under the Credit Facility and its private unsecured notes and public unsecured notes would be exchanged for term debt secured by a pledge of substantially all of its unencumbered assets. Key terms of the proposed Restructuring include: (i) an aggregate $450 million principal payment at closing, (ii) scheduled aggregate principal amortization of $250 million in 2010, $300 million in 2011, $350 million in 2012, and $300 million in 2013 with any remaining unpaid principal due at maturity on December 31, 2013, (iii) deferral through 2013 of up to $200 million in the aggregate of annual scheduled principal amortization, which is limited to $100 million in 2010, (iv) an interest rate of the greater of 2.00% or LIBOR, plus a spread based on the aggregate outstanding principal balance of (a) 9.50% if the outstanding obligations are greater than or equal to $1.7 billion, (b) 8.50% if the outstanding obligations are less than $1.7 billion but greater than or equal to $1.4 billion, (c) 6.50% if the outstanding obligations are less than $1.4 billion but greater than or equal to $1.0 billion, or (d) 5.50% if the outstanding obligations are less than $1.0 billion, (v) an additional interest spread of 0.50% each time that certain additional principal amortizations are not met, (vi) an additional 1.00% if the Company defers any portion of the scheduled principal amortization due in 2010, and (vii) the payment of fees equal to 2.00% of the aggregate principal balance at closing, and 1.00% at both December 31, 2011 and 2012. The lock up agreement generally requires all of the lenders under the Credit Facility to agree to the proposed Restructuring assuming specified conditions are met. However, the lock up agreement may be terminated if various stages of the proposed Restructuring are not completed by certain dates. These deadlines were extended twice in January 2010. Currently, the lock up agreement may be terminated (i) upon consummation of the Exchange Transaction and the effective date of the Plan or a written agreement to terminate the lock up agreement, (ii) if the Exchange Transaction is not consummated in accordance with the proposed Restructuring and the Company has not commenced a Restructuring Case by March 15, 2010 or (iii) if the Company commences a Restructuring Case and (1) any material order is entered that is inconsistent with the lock up agreement or the proposed Restructuring, which is objected to by a majority of the lenders, (2) an order finding that the solicitation complying with applicable law and confirming the Plan has not been entered on or before May 15, 2010 or (3) the Plan is not consummated by May 31, 2010, or the Restructuring Case is dismissed or converted to a case under Chapter 7 or a trustee or examiner shall have been appointed in the Restructuring Case. In addition, either party may terminate the lock up agreement upon a breach of material obligations by the other party. A copy of the annual report on Form 10-K is available for free at: http://researcharchives.com/t/s?5601 About American Capital American Capital Ltd., formerly American Capital Strategies, Ltd., is an equity firm and a global asset manager. The Company invests in private equity, private debt, private real estate investments, early and late-stage technology investments, special situation investments and alternative asset funds managed by American Capital and structured finance investments. It operates in two segments: investment portfolio and alternative asset management business. In August 2008, the Company announced that it completed the sale of Contec Holdings, Ltd. to an affiliate of Bain Capital Partners, LLC. In March 2009, the Company completed the acquisition of the shares of its affiliate European Capital Limited, which it did not already own. In April 2009, the Company completed the combination of three portfolio companies within its Financial Services Group to create Core Financial Group. In October 2009, Grainger plc acquired Imperial Supplies, LLC from American Capital, Ltd. American Capital has $6,672,000,000 in assets against debts of $4,343,000,000 as of Dec. 31, 2009. AMERICAN PACIFIC: S&P Downgrades Corporate Credit Rating to 'B' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on American Pacific Corp. to 'B' from 'B+'. The outlook is stable. At the same time, Standard & Poor's lowered its issue-level rating on the company's $110 million senior unsecured notes due 2015 to 'B' from 'B+'. The recovery rating remains unchanged at '4'. "The lower rating reflects S&P's expectation of soft 2010 operating results due to continued weak volumes in the company's fine chemicals segment and, to a lesser extent, in its specialty segment," said Standard & Poor's credit analyst Henry Fukuchi. S&P expects the fine chemicals segment to continue to experience difficulties because new pharmaceuticals approvals have become difficult and as the company manages the mix of new products with existing drugs. In the specialty chemical segment, 2010 results should remain consistent with recent trends owing in part to near- term ammonium perchlorate requirements from the Department of Defense. However, S&P remains concerned about the new NASA budget proposal, which could affect perchlorate demand in 2011 if it were approved. AXION INTERNATIONAL: Posts $2.6-Mil. Net Loss for Dec. Quarter -------------------------------------------------------------- Axion International Holdings, Inc., filed its quarterly report on Form 10-Q, showing a net loss of $2,635,904, on $302,541 of revenue for the three months ended December 31, 2009, compared with a net loss of $696,621 on $4,200 of revenue for the same period of 2008. General and administrative expenses totaled $2,635,904 for the last quarter of 2009. The Company's balance sheet as of Dec. 31, 2009, showed $1,319,851 in assets and $1,364,566 of debts, for a stockholders' deficit of $44,715. The Company has incurred significant losses since inception and has a working capital deficit of $411,123. "These conditions raise substantial doubt about our ability to continue as a going concern." A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?55ef About the Company New Providence, N.J.-based Axion International Holdings, Inc. is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, bridge infrastructure, marine pilings and bulk heading. ATLANTIC FACILITIES: Files Schedules of Assets & Liabilities ------------------------------------------------------------ Atlantic Facilities, L.L.C., has filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------- ----------- A. Real Property $14,345,000 B. Personal Property $136,403 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,641,733 E. Creditors Holding Unsecured Priority Claims $125,334 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $14,481,403 $15,767,067 Wilmington, North Carolina-based Atlantic Facilities, L.L.C. -- dba Audubon Properties LLC; East Metro Properties, LLC; South Metro Properties LLC; Myrtle Properties, L.L.C.; and North Metro Properties LLC -- filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. E.D. N.C. Case No. 10-01347). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company has assets of $14,481,403, and total debts of $15,767,067. ATLANTIC FACILITIES: Section 341(a) Meeting Scheduled for March 22 ------------------------------------------------------------------ The U.S. Trustee for the Eastern District of North Carolina will convene a meeting of creditors in Atlantic Facilities, L.L.C.'s Chapter 11 case on March 22, 2010, at 10:00 a.m. The meeting will be held at USBA Creditors Meeting Room, 1760 B Parkwood Blvd., Wilson, NC 27893. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Wilmington, North Carolina-based Atlantic Facilities, L.L.C. -- dba Audubon Properties LLC; East Metro Properties, LLC; South Metro Properties LLC; Myrtle Properties, L.L.C.; and North Metro Properties LLC -- filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. E.D. N.C. Case No. 10-01347). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company has assets of $14,481,403, and total debts of $15,767,067. AUBREY BRUCE: Wants March 5 Deadline for Filing of Schedules ------------------------------------------------------------ Aubrey Bruce Wring and Virginia A. Wring have asked the U.S. Bankruptcy Court for the Western District of Tennessee to extend the deadline for the filing of schedules of assets and liabilities and statement of financial affairs until March 5, 2010. The Debtors say that they are working diligently to complete the required documents but have not yet finalized the schedules and statement for filing with the Court. Memphis, Tennessee-based Aubrey Bruce Wring and Virginia A. Wring -- Wring Family Revocable Trust; Wring Real Estate LLC; A & B Enterprises LP; Wring Timberland, LLC; Butler Row LLC; Virginia Ann Wring Irrevocable Trust; Wring Family Trust; Affordable Land Sales LLC and Affordable Management LLC -- filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. W.D. Tenn. Case No. 10-21899). Earnest E. Fiveash, Jr., Esq., who has an office in Memphis, Tennessee, assists the Debtors in their restructuring efforts. The Debtors have assets of $20,629,010, and total debts of $18,365,480. AXCESS MEDICAL: Partners Imaging's $7.3-Mil. Wins Auction --------------------------------------------------------- Margie Manning, senior staff writer at Business Journal in Tampa Bay, says Partners Imaging Holding LLC won the court auction to dispose of the assets of Axcess Medical Imaging Corp. Partners Imaging paid $7.3 million for Axcess Medical's assets, which is 46% more than the original $5 million bid made by Altamonte Springs. The extra cash will be used to repay Axcess Medical creditors. About Axcess Medical Axcess Medical Imaging Corp. is headquartered in Sarasota with centers in Venice, Bradenton, and Sarasota. It provides CT, MRI, PET scans, digital mammography, bone density x-ray, and ultrasound outpatient services. Axcess Medical and its affiliates filed for Chapter 11 on June 10 (Bankr. M.D. Fla. Case No.: 09-12180). Judge Caryl E. Delano handles the case. Charles A. Postler, Esq., and Scott A. Stichter, at Stichter, Riedel, Blain & Prosser, represent the Debtors in their restructuring efforts. Axcess Medical estimated assets and debts of $1,000,001 to $10,000,000. BERNARD MADOFF: Trustee Gets Nod to Disregard Phony Profits ----------------------------------------------------------- Bankruptcy Judge Burton Lifland entered a ruling granting a request by Irving H. Picard, trustee for Bernard L. Madoff Investment Securities LLC, to disregard fake profits in computing claims of investors defrauded by Bernard Madoff. The statutory framework for the satisfaction of customer claims in a SIPA liquidation proceeding provides that customers share pro rata in customer property to the extent of their net equities, as defined in SIPA section 78lll(11). If the fund of customer property is insufficient to make customers whole, the trustee is entitled to an advance from the Securities Investor Protection Corporation to pay each customer the amount by which his Net Equity exceeds his ratable share of customer property, subject to a cap of $500,000 for securities claims. Mr. Picard defined Net Equity as the amount of cash deposited by the customer into his BLMIS customer account less any amounts already withdrawn by him. Thousands of customers, however, objected, arguing the amounts on Madoff's final account statements should be used. The Court, however, acknowledged that rather than engaging in legitimate trading activity, Bernard Madoff used customer funds to support operations and fulfill other investors' requests for distributions of profits to perpetuate his Ponzi scheme. Thus, any payment of "profit" to a BLMIS customer came from another BLMIS customer's initial investment. "It would be simply absurd to credit the fraud and legitimize the phantom world created by Madoff when determining Net Equity," Judge Lifland ruled. "Upon a thorough and comprehensive analysis of the plain meaning and legislative history of the statute, controlling Second Circuit precedent, and considerations of equity and practicality, the Court endorses the trustee's net investment method," Judge Lifland said in the 53-page ruling. A copy of the court ruling is available for free at: http://bankrupt.com/misc/MadoffCourtRuling.pdf About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) BLACK GAMING: Files for Chapter 11; Plan Lets Black Keep Control ---------------------------------------------------------------- Black Gaming, LLC, and various subsidiaries and affiliates have filed for protection under Chapter 11 of the Bankruptcy Code in accordance with the terms of the December 22, 2009 Lockup Agreement entered into with the holders of approximately 70% of the Company's $125,000,000 Senior Secured Notes to restructure Black Gaming's indebtedness, provide for an investment of new capital into the Company and enhance Black Gaming's executive management team. During the pendency of the Chapter 11 Cases all operations of the Company will continue under current management on a "business as usual" basis. The Company anticipates that it will continue timely payments to vendors under normal trade terms, as currently being made, without interruption and will honor all customer deposits and commitments. In a statement, Black Gaming's majority owner, Robert R. "Randy" Black, Sr. noted, "We are moving forward with our plans as previously outlined in the Lockup Agreement. As previously stated, our problem is one of leverage; we have more debt than our operations can support. Our agreement with our lenders is designed to resolve this by restructuring our debt to a level our operations can sustain and to provide additional capital. "Given the size and complexity of the Company and its debt structure, the Company and its financial advisors have determined that the most effective means to implement the restructuring is through these Chapter 11 filings by the Company and its subsidiaries. The Company expects that the Chapter 11 cases will move through the bankruptcy court system expeditiously. "To ensure that all of our operations continue to operate normally throughout this process, we expect that all vendors will be paid on the same current terms on which they presently are being paid for all goods and services provided to Black Gaming, including goods and services provided immediately prior to the Chapter 11 filing." Under the proposed plan of reorganization plan filed March 1 when and if consummated: -- The Company's Senior Credit Facility with Wells Fargo Foothill, Inc. will be paid in full. -- The Company's Senior Secured Noteholders will exchange their notes and claims thereunder for a new credit facility of $62,500,000. -- The Company's Senior Subordinated Noteholders will receive warrants to purchase equity interests in Reorganized Black Gaming in exchange for their notes and claims. -- To the extent permitted under the Bankruptcy Code, General Unsecured Claims, including vendors, will be paid in cash. -- Randy Black, Sr. and other investors will contribute cash in excess of $18,250,000 in exchange 100% of the new equity interests in Reorganized Black Gaming. -- Randy Black, Sr. will remain Chief Executive Officer; Anthony Toti will remain Chief Operating Officer; and Sean McKay will remain Chief Financial Officer. Black continued: "We are extremely pleased with this initial step toward improved financial health. In this difficult economy, gaming has been hit hard, and our Company was no exception. We are one of the few gaming companies that has been able to reach a mutual compromise with our lenders, and it is my belief that we reached this agreement due to the strength and positioning of our properties and the experience of our management team and its employees. "We believe this agreement will pave the way for our Company to emerge stronger, with less debt and with a team of management and employees ready to guide our hotel-casino resorts into the future. "We want to salute and thank our loyal customers, our fabulous employees and all of those who have stuck by us and continued to support us. We know that we still have a lot of work to do, but we are confident that this restructuring will provide the path to get there." Approval of the restructuring and all principal steps related thereto, will be subject to numerous preconditions, including, but not limited to, preparation of definitive documentation, the approval of the plan of reorganization by creditors and the Bankruptcy Court, and certain approvals, granting of licenses and findings of suitability by the Nevada Gaming Commission and the City of Mesquite. About Black Gaming Headquartered in Las Vegas, Nev., Black Gaming, LLC is a holding company and is an owner and operator of three gaming entertainment properties located in Mesquite, Nev. Black Gaming is engaged in the hotel casino industry in Mesquite, Nevada. Its wholly owned subsidiaries are B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo) and Virgin River Casino Corporation and its wholly owned subsidiaries R. Black, Inc., and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) and its wholly owned subsidiary CasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) and its wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc. As of June 30, 2009, the Company had total assets of $148,280,000 and total liabilities of $233,532,000, resulting in members' deficit of $85,252,000. Black Gaming Inc., together with eight affiliates, filed for Chapter 11 on March 2, 2010 (Bankr. Bankr. D. Nev. 10-13301). Gerald M. Gordon, Esq., Gregory E. Garman, Esq., and Talitha B. Gray, Esq., at Gordon Silver serve as counsel to the Debtors. Kurtzman Carson Consultants is claims and notice agent. BLUE EARTH: Posts $585,714 Net Loss in Q3 Ended Dec. 31 ------------------------------------------------------- Blue Earth Solutions, Inc., reported a loss of $585,714 for the three months ended December 31, 2009, compared with a net loss of $1,544,291 for the corresponding period of the prior year. The Company generated revenue of $2,692,660 and $5,937 for the three months ended December 31, 2009 and 2008. Revenues in the three months ended December 31, 2009, were primarily generated from the Company's newly acquired subsidiary, American Marketing & Sales, Inc. Nine Months Results The Company recorded a net loss of $2,074,646 and $2,107,054 for the nine months ended December 31, 2009, and 2008, respectively. The loss in 2009 is primarily attributable to the Company's inability to generate sufficient gross margin to offset its operating expenses and increased interest expenses on higher note payable balances. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $19,636,112, total liabilities of $10,842,041, and total stockholders' equity of $8,794,071. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $1,492,124 in total current assets available to pay $9,624,293 in total current liabilities. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?54c6 Going Concern Doubt At December 31, 2009, current liabilities exceeded current assets by $8,132,169 and for the nine months ended December 31, 2009, the Company had negative cash flows from operations in the amount of $187,321. "These matters raise substantial doubt about the Company's ability to continue as a going concern." Currently, the Company's sources of cash are limited to its current cash reserves. Cash on hand was $300,316 as of December 31, 2009, substantially all of which is restricted for use in the operations of AMS. The Company does not have sources of debt financing available to it. The Company does not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. If attempts to raise additional capital are unsuccessful, then implementation of the Company's business plan may be delayed. About Blue Earth Clermont, Fla.-based Blue Earth Solutions, Inc. (OTC BB: BESN) -- http://www.blueearthsolutions.com/-- is primarily engaged in the business of developing, implementing and marketing a practical, economical and safe means of recycling polystyrene foam, also known as Expanded Polystyrene using two distinct methodologies. BTA BANK: Says Ukraine Court Upheld Debt Restructuring ------------------------------------------------------ Nariman Gizitdinov at Bloomberg News reports that BTA Bank said a court in Kiev, Ukraine, on February 17 issued a ruling "recognizing" the legitimacy of its debt restructuring process. BTA Bank said Dec. 22 the High Court of Justice of England and Wales recognized the bank's restructuring, giving the bank a suspension of proceedings against its assets. About BTA Bank BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO -- http://bta.kz/-- is a Kazakhstan-based financial institution, which is involved in the provision of banking and financial products for private and corporate clients. The BTA Group is one of the leading banking groups in the Commonwealth of Independent States and has affiliated banks in Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey. In addition, the Bank maintains representative offices in Russia, Ukraine, China, the United Arab Emirates and the United Kingdom. The Bank has no branch or agency in the United States, and its primary assets in the United States consist of balances in accounts with correspondent banks in New York City. As of 30 November 2009 the Bank employed 5,043 people inside and 4 people outside Kazakhstan. It has no employees in the United States. Most of the Bank's assets, and nearly all its tangible assets, are located in Kazakhstan. JSC BTA Bank, also known as BTA Bank of Kazakhstan, filed for Chapter 15 bankruptcy protection in New York on Feb. 4, 2010 (Bankr. S.D.N.Y. Case No. 10-10638), listing more than $1 billion in both assets and debt. BTA Bank wants the Bankruptcy Court in Manhattan to enter an order recognizing the voluntary judicial restructuring proceeding that was initiated by the bank in the Specialized Financial Court of Almaty City in Kazakhstan and opened pursuant to an Oct. 16, 2009 decision of the Financial Court, as a foreign main proceeding pursuant to 11 U.S.C. Secs. 1515 and 1517. BTA Bank is represented in the Chapter 15 proceedings by White & Case LLP. CABLEVISION SYSTEMS: Swings to $285.3-Mil. Profit in 2009 --------------------------------------------------------- Cablevision Systems Corporation filed its annual report on Form 10-K, showing net earnings of $285.3 million on revenue of $7.77 billion for the year ended Dec. 31, 2009, compared with a net loss of $236.17 million on revenue of $7.23 billion for 2008. Cablevision reported $9.32 billion in total assets and $14.47 billion in total liabilities, resulting to a $5.16 billion stockholders' deficit as of Dec. 31, 2009. The Company has assessed the implications of the recent distress in the capital and credit markets and believes that a combination of cash-on-hand, cash generated from operating activities and availability under its revolving credit facilities should provide sufficient liquidity to repay scheduled current debt maturities in the next 12 months totaling $310,000,000 as well as a $50,000,000 discretionary repayment under its revolving credit facility as of December 31, 2009. However, the Company notes that additional market disruptions could cause broader economic downturns, which may lead to lower demand for its products, such as cable television services, as well as lower levels of television and newspaper advertising, and increased incidence of customers' inability to pay for the services we provide. "These events would adversely impact our results of operations, cash flows and financial position." In the longer term, the Company does not expect to be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay debt at maturity. A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?55f4 About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corp. is predominantly a domestic cable TV multiple system operator serving approximately 3.1 million subscribers in and around the New York metropolitan area. Among other entertainment-and media-related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. As of September 30, 2009, the Company had $10,127,998,000 in total assets against $15,321,360,000 in total liabilities and $11,371,000 in redeemable noncontrolling interests. The Company as of September 30, 2009, had non-controlling interest of $24,000 and total deficiency of $5,204,733,000. * * * As reported by the Troubled Company Reporter on Oct. 15, 2009, Standard & Poor's said it lowered its issue-level rating on Cablevision Systems Corp. (BB/Negative/--) subsidiary Newsday LLC's $650 million senior secured credit facility due 2013, which consists of a $525 million fixed-rate term loan and a $125 million floating-rate term loan. S&P is lowering the issue-level rating on the loan to 'BB' from 'BB+' and removed it from CreditWatch, where it was placed with negative implications on Feb. 9, 2009. S&P also revised the recovery rating on the loan to '3' from '2'. A '3' recovery rating indicates that lenders can expect meaningful (50%-70%) recovery in the event of payment default. The TCR reported on Sept. 11, 2009, Standard & Poor's affirmed the 'BB' corporate credit rating of Cablevision. Cablevision has around $11.8 billion of debt reported outstanding at June 30, 2009. The outlook is negative. Cablevision carries "Ba2" Corporate Family and Probability of Default Ratings from Moody's. CANOPY FINANCIAL: Co-Founders Charged with $75-Mil. Fraud --------------------------------------------------------- Two co-founders of Canopy Financial, Inc., were charged March 1 with allegedly defrauding investors of roughly $75 million, while at the same time misappropriating roughly $19 million from client custodial accounts intended for health care savings and expenses. One defendant, Jeremy Blackburn, Canopy's former president and chief operating officer, was initially charged in December in connection with the investment fraud aspect of the case, while charges were filed for the first time March 1 against the second defendant, Anthony Banas, Canopy's chief technology officer. The charges contain the first allegations that either man was involved in an alleged scheme to misappropriate millions of dollars from Health Savings Accounts and Flexible Spending Accounts that Canopy held and administered for the benefit of individual clients. Messrs. Blackburn and Banas were each charged with two counts of wire fraud in a criminal information filed March 1 in U.S. District Court, announced Patrick J. Fitzgerald, United States Attorney for the Northern District of Illinois; Robert D. Grant, Special Agent-in-Charge of the Chicago Office of the Federal Bureau of Investigation; and James Vanderberg, Special Agent-in- Charge of the U.S. Department of Labor Office of Inspector General in Chicago. Both defendants allegedly used false information about Canopy's financial condition, including a bogus auditor's report and falsified bank statements, to fraudulently obtain roughly $75 million from several private equity investors in 2009. Roughly $39 million of that money was used to redeem shares of other Canopy investors, including roughly $1.6 million that went to Mr. Blackburn and $975,000 that went to Mr. Banas, while another $29 million obtained from investors was deposited into Canopy operating accounts, according to the charges. Messrs. Blackburn and Banas allegedly misappropriated Canopy operating funds for their own benefit, including: $2 million for Mr. Blackburn's shared interest in a private jet; $1 million to a luxury automobile dealer for Mr. Blackburn; $1 million to a ticket broker for Mr. Blackburn; and $300,000 for Mr. Banas' investment in a nightclub. The charges allege that Messrs. Blackburn and Banas created phony bank statements during 2009 to conceal the transfer of roughly $19 million from special health care accounts in which Canopy held funds as custodian to make payments to medical providers to Canopy's own operating accounts. It was from those operating accounts that Messrs. Blackburn and Banas allegedly misappropriated millions of dollars for their own benefit. In 2008, Messrs. Blackburn and Banas allegedly lied to a Canopy employee who was attempting to reconcile account balances, and in order to avoid detection, Mr. Banas refused to allow Canopy employees to have access to bank statements for certain custodial accounts. The charges seek forfeiture of $94 million, as well as watches and automobiles, from both defendants, representing the alleged $75 million investment fraud combined with the $19 million misappropriation of client funds. The U.S. Attorney's Office will be sending victim notification letters to some 1,600 known or potential identified victims of the alleged custodial account fraud. Individuals who believe they are victims and have not received a letter by March 15 should call a toll-free hotline, 866-364-2621, or e-mail usailn.victim.aia@usdoj.gov and provide their name and address. Mr. Blackburn, 36, formerly of Malibu, Calif., was released in December on a $1 million unsecured bond. Blackburn and Banas, 32, of Chicago, will be arraigned at a later date in U.S. District Court. In 2004, Mr. Blackburn, Mr. Banas and a third individual co- founded Canopy, which reportedly was one of the country's fastest- growing privately held companies before it entered bankruptcy proceedings late last November. At that time, a special committee of outside directors reported information to federal law enforcement officials and continues to cooperate with the ongoing investigation, officials said. A civil enforcement action filed by the U.S. Securities and Exchange Commission against Canopy remains pending and law enforcement officials noted the ongoing cooperation of the SEC's Chicago Regional Office. Canopy, which had offices in Chicago, Plainsboro, N.J., and San Francisco, developed and marketed software programs for banks and health care payers to administer and process payments involving health-related savings and spending accounts. Canopy's products related to expense tracking, online bill payment and claims processing for healthcare transactions. According to the charges, Canopy agreed to sell shares of preferred stock to certain investors on two separate occasions in July and August 2009, and agreed to provide the investors with audited financial statements for 2008. In July 2009, Canopy sold roughly $63 million of a class of preferred stock to several parties, including shares totaling roughly $60.5 million to two entities affiliated with Spectrum Equity Investors. In August 2009, Canopy sold roughly $11.9 million more of the same class of preferred stock to various investors, including about $1.9 million of that amount to the same two Spectrum entities. At the same time, Mr. Blackburn redeemed a portion of his stock for roughly $1.6 million, and Mr. Banas redeemed shares totaling roughly $975,000. The charges allege that Messrs. Blackburn and Banas fraudulently obtained the investors' funds by making false representations about Canopy's financial condition, including its revenues, profitability and total number of client accounts, and by falsely representing that its financial statements had been audited by the accounting firm KPMG. After creating false financial information, Mr. Blackburn, assisted by Mr. Banas, allegedly caused a phony audit report for 2008, purportedly prepared by KPMG, to be sent to Spectrum on June 30, 2009, to complete the stock purchase agreement. In fact, KPMG never performed an audit of Canopy's financial condition and never drafted an independent auditor's report for the company. In addition to the phony audit report, Blackburn and Banas allegedly provided Spectrum with falsified bank statements for the months of January through June 2009, purporting to show a Canopy account at Northern Trust Bank with monthly balances ranging between $5.7 million and $8.9 million. In fact, the charges allege, no such Canopy account existed. The government is being represented by Assistant U.S. Attorneys Stephanie Zimdahl and Manish Shah. Each count of wire fraud carries a maximum penalty of 20 years in prison and a $250,000 fine and restitution is mandatory. The Court may also impose a fine totaling twice the loss to any victim or twice the gain to the defendant, whichever is greater. If convicted, the Court would determine a reasonable sentence to impose under the advisory United States Sentencing Guidelines. An information contains only charges and is not evidence of guilt. The defendants are presumed innocent and are entitled to a fair trial at which the government has the burden of proving guilt beyond a reasonable doubt. About Canopy Financial Chicago-based Canopy Financial filed for Chapter 11 on November 25 (Bankr. N.D. Ill. Case No. 09-44943). The petition says assets are less than $10 million while debt exceeds $50 million. At the end of the year, the Court ordered the conversion of the case to a Chapter 7 liquidation. CANWEST GLOBAL: CMI Entities Rejecting Terminal Deficiency Claims ----------------------------------------------------------------- Canwest Global Communications Corp. and the other applicants and partnerships -- the CMI Entities -- ask the Honorable Justice Sarah E. Pepall of the Ontario Superior Court of Justice for an order: (a) declaring that the CMI Entities are not required to fund any Terminal Deficiency in the Global Communications Limited Retirement Plan for CH Employees -- the CH Plan; (b) declaring that the CEP Terminal Deficiency Claim is rejected in its entirety and therefore valued at zero for voting and distribution purposes; and (c) declaring that the Retiree Terminal Deficiency Claim is rejected in its entirety and therefore valued at zero for voting and distribution purposes. CH Plan The CH Plan is a defined benefit pension plan governed by the Pension Benefits Standards Act and subject to the regulatory authority of the Office of the Superintendent of Financial Institutions. Until recently, Canwest Television Limited Partnership was the owner of CHCH-TV in Hamilton. The CH Plan governed the provision of pension benefits to employees of CHCH-TV. CTLP completed the sale of CHCH-TV to an affiliate of Channel Zero Inc. on August 31, 2009. On June 30, 2009, the CMI Entities notified OSFI of their intention to terminate the CH Plan effective August 31, 2009. Indeed, the CH Plan was terminated effective August 31, 2009. The most recent actuarial valuation for the CH Plan filed with OSFI estimated the hypothetical wind-up deficiency of the CH Plan to be C$10,244,733 as of December 31, 2008. Although a terminal valuation of the CH Plan has not been completed, it is for all intents and purposes certain that, after taking into account any outstanding payments in respect of the current service and special payments that are required to be made to the date of the termination, the liabilities payable from the CH Plan will be greater than the assets of the CH Plan. Terminal Deficiency Claims As previously reported, the Ontario Court approved a procedure for the determination of claims against one or more of the CMI Entities and the directors and officers of the CMI Entities pursuant to the Claims Procedure Order dated October 14, 2009. Pursuant to the Claims Procedure Order, the Communications, Energy and Paperworkers Union of Canada submitted a Claim on behalf of active CH Plan members represented by the CEP in the approximate amount of $15,438,739 in relation to the Terminal Deficiency in the CH Plan. Cavalluzzo Hayes Shilton McIntyre & Cornish LLP, the representative counsel for certain retired employees of the CMI Entities, also submitted a Claim on behalf of CH Plan retirees and other persons with benefit entitlements under the CH Plan who were represented by Cavalluzzo, in the approximate amount of C$10,244,733 in relation to the Terminal Deficiency in the CH Plan. The Claims Procedure Order provides that the CMI Entities may, with the consent of FTI Consulting Canada Inc., the Court- appointed monitor under the proceeding under the CCAA, refer a Claim to the Court for resolution for voting or distribution purposes where, in the view of the CMI Entities, a referral is preferable or necessary for the resolution of the valuation of the Claim. Lyndon A.J. Barnes, Esq., at Osler, Hoskin & Harcourt LLP, in Toronto, Ontario, relates that the CEP Terminal Deficiency Claim and the Retiree Terminal Deficiency Claim are significant Claims that remain unresolved for voting and distribution purposes. It is preferable and necessary that these be determined by the Court in accordance with the Claims Procedure Order, Mr. Barnes says. Moreover, the Chief Restructuring Officer and the Monitor have consented to the referral of the Terminal Deficiency Claims to the Court for determination. According to Mr. Barnes, the Terminal Deficiency Claims are premised on the proposition that on the termination or windup of the CH Plan, the plan sponsor is obliged to fund any Terminal Deficiency. Mr. Barnes says that no obligation exists. In particular: (a) The PBSA and its regulations deal comprehensively with the funding requirements for pension plans it governed. Neither the statute nor the regulations impose an obligation to fund any Terminal Deficiency; and (b) The terms of the CH Plan do not impose any obligation to fund a Terminal Deficiency. The CH Plan terms provide that the employer is required to make current service and special payments to the CH Plan "in accordance with the requirements of the [PBSA]". The PBSA does not impose an obligation to fund any Terminal Deficiency. Since there is no requirement to fund the Terminal Deficiency, the Terminal Deficiency Claims should be rejected in their entirety and, therefore, be valued at zero for both voting and distribution purposes, Mr. Barnes asserts. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Ontario Court Approves Shaw Subscription Agreement ------------------------------------------------------------------ The Honorable Justice Sarah E. Pepall of the Ontario Superior Court of Justice has approved the Subscription Agreement entered into by and between Canwest Global Communications Corp. and the other applicants and partnerships -- the CMI Entities -- and Shaw Communications Inc. The Ontario Court approved: (a) the Subscription Agreement and the Subscription Term Sheet dated February 11, 2010, between Canwest Global and Shaw, (b) the Amended Support Agreement dated February 11, 2010, between the CMI Entities and certain holders of 8% Senior Subordinated Notes issued by Canwest Media Inc., and (c) the Shaw Support Agreement dated February, 11, 2010, between Canwest Global, Shaw, and the Consenting Noteholders. The CMI Entities are authorized and directed to take additional steps and execute the additional documents as may be necessary for the completion of the transactions and the satisfaction of the obligations contemplated by the Subscription Agreement, the Amended Support Agreement and the Shaw Support Agreement. The Ontario court held that Shaw will be entitled to the benefit of, and is granted a charge on the CMI Property, as well as to secure the payment of the Termination Fee pursuant to Section 4.6 and the expense reimbursement payable pursuant to Section 9.2 of the Subscription Agreement. Full-text copies of the Subscription Agreement Order and the Subscription Agreement are available for free at: http://bankrupt.com/misc/Canwest_Ord_ShawSA.pdf http://bankrupt.com/misc/Canwest_ShawSubscriptionPack.pdf Asper-Goldman Filed Competing Bid Prior to the Court's approval of the Shaw Agreement, CanWest Global Communications Corp. had a second suitor when a consortium backed by the Asper family and supported by Goldman Sachs Group Inc. filed a $120-million bid for control of the broadcasting company, The Globe And Mail reported. According to the report, Toronto-based private equity fund Catalyst Capital Group Inc., a substantial owner of CanWest's bonds, assembled a rival bid for CanWest to compete with the offer by Shaw Communications Inc. The new offer emerged on the same day that Shaw was scheduled to go before the Ontario Court to get approval of its offer to buy 20% of CanWest and an 80% voting interest. In addition to Goldman and the Aspers, the Catalyst group includes two former senior executives from Rogers Communications Inc.: John Tory, the ex-CEO of Rogers' cable division, and television executive Rael Merson, who would be the new chief executive officer of CanWest, The Globe And Mail said citing unidentified people familiar with the details. According to The Globe And Mail, the Catalyst coalition wanted to own 32% of CanWest in exchange for their investment. Creditors would hold the remainder of the company once a five-month-old restructuring is completed. The offer would also allow the Aspers to maintain a hand in the business founded by Israel Asper in the early 1970s. Leonard Asper, currently CEO of Winnipeg-based CanWest, will become non-executive chairman of the company under the Catalyst plan. If Shaw wins, Mr. Asper is out. If Catalyst is successful, CanWest is expected to remain a public company and apply to relist its shares on the Toronto Stock Exchange, The Globe And Mail says. However, Catalyst lost its bid, and the Ontario Superior Court of Justice rejected that bid in favor of Shaw's earlier C$95 million proposal. Dan Gagnier, a New York-based spokesman for the Catalyst group, confirmed in a phone interview that the group's offer was rejected by the court. Monitor Reports on Competing Bid In a supplement Monitor's report, FTI Consulting Canada Inc., the Court-appointed monitor under the proceeding under the CCAA, confirmed that on February 19, 2010, counsel for The Catalyst Capital Group Inc., served on the service list an unsworn copy of the Affidavit of Gabriel De Alba attaching a proposal. At the Ontario Court hearing of the CMI Entities' motion to approve the Shaw Subscription Agreement, the Monitor relates, counsel for Catalyst and the GS Parties sought an adjournment to allow the Monitor, the Court and interested parties to review the terms of the Catalyst Proposal with a view to determining whether the proposal terms are superior to the terms of the Shaw Subscription Agreement. One of the conditions under the Shaw Subscription Agreement was that the Court must obtain Court approval of the Agreement "by February 19, 2010". At the hearing on the Motion, counsel for Shaw advised the Court that Shaw was not agreeable to extending this deadline. At the hearing, GS Capital Partners VI Fund L.P., GSCP VI AA One Holding S.a.r.l, and GS VI AA One Parallel Holding S.a.r.l, Catalyst, and the Ontario Court expressed, among other things, concern with the lack of the "fiduciary out" provision in the Shaw Subscription Agreement. Prior to the finalization and approval by Canwest Global's board of directors of the Shaw Subscription Agreement, the Monitor expressed concern to RBC Dominion Securities Inc., the financial advisor to the CMI Entities, counsel for the CMI Entities, and counsel for the Ad Hoc Committee about the removal of the "fiduciary out" provision. Counsel for these parties advised that the Shaw Subscription Agreement was heavily negotiated by sophisticated parties and their advisors at arm's-length and despite their best efforts to include the "fiduciary out" provision in the Shaw Subscription Agreement, Shaw refused to do so. However, the Monitor was advised that RBC, the CMI Entities' board of directors, the Special Committee, and the Ad Hoc Committee evaluated the Shaw Subscription Agreement in its entirety and concluded in the exercise of their business judgments that the Shaw Subscription Agreement was the best offer that resulted from the equity solicitation process, despite the lack of the "fiduciary out" provision. While drafting the Report, the Monitor said it received a letter from Quebecor Media Inc., wherein it stated that it declined to execute the nondisclosure agreement and participate in the equity solicitation process due to the prohibition on communications with the GS Parties. Quebecor Media Inc. also said that should "the Court re-order the current solicitation process and allow third party bidding in a transparent Court supervised process, Quebecor Media is prepared to consider an alternative proposal in a timely manner." About Shaw Communications Inc. Shaw Communications Inc. is a diversified communications company whose core business is providing broadband cable television, High- Speed Internet, Digital Phone, telecommunications services (through Shaw Business Solutions) and satellite direct-to-home services (through Shaw Direct). The Company serves 3.4 million customers, including over 1.7 million Internet and 900,000 Digital Phone customers, through a reliable and extensive network, which comprises 625,000 kilometers of fiber. Shaw is traded on the Toronto and New York stock exchanges and is included in the S&P/TSX 60 Index (Symbol: TSX ? SJR.B, NYSE ? SJR). About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CARD ACTIVATION: Earns $85,491 in Q1 Ended December 31 ------------------------------------------------------ Card Activation Technologies, Inc., reported net income of $85,491 for the three months ended December 31, 2009, compared with a net loss of $103,291 for the same period of 2008. Revenues decreased 33.3% to $250,000 for the three months ended December 31, 2009, from $375,000 for the three months ended December 31, 2008. The decrease in revenues was due to smaller amounts received for two settlements of patent litigation for the three months ended December 31, 2009, compared to the amounts received for the two settlements during the three months ended December 31, 2008. There are currently four lawsuits pending and over 600 parties have been notified that they are infringing on the Company's patent. Balance Sheet At December 31, 2009, the Company had $1,326,504 in total assets, $193,933 in total liabilities, and $1,132,571 in total shareholders' equity. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?55e0 Going Concern Doubt As reported in the Troubled Company Reporter on January 22, 2010, Tarvaran Askelson & Company, LLP, in Laguna Niguel, Calif., expressed substantial doubt about Card Activation Technologies, Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years September 30, 2009, and 2008. The independent public accounting firm pointed to the Company's significant losses. During the three months ended December 31, 2009, the Company recognized net income of $85,491. However, the Company incurred an accumulated net loss from period August 29, 2006 (inception) through December 31, 2009, of $394,860. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders. "These factors raise substantial doubt about the ability of the Company to continue as a going concern." About Card Activation Based in Chicago, Card Activation Technologies, Inc., was formed to own and commercially develop its patented point-of-sale technology for the activation and processing of transactions related to debit styled cards, which include gift cards, phone cards and other stored value cards. Currently, the Company's business strategy consists exclusively of attempting to enter into license agreements with third parties to license its rights under its patent and in pursuing patent litigation in an effort to protect its intellectual property and obtain recourse against alleged infringement of its patent. The Company was formerly a wholly owned subsidiary of MedCom USA Incorporated. MedCom remains the Company's largest shareholder. CCS MEDICAL: Submits Amended Plan Outline for Plan Solicitation --------------------------------------------------------------- CCS Medical Inc. and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware an amended disclosure statement explaining its plan of reorganization. Plan materials and ballots are available upon request at: Willkie Farr & Gallagher LLP Attn: Michael J. Kelly Lauren C. Cohen 787 Seventh Avenue New York, NY 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 Young Conaway Stargatt & Taylor, LLP Attn: Robert Brady Matthew B. Lunn The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19801-1037 Tel: (302) 571-6600 Fax: (302) 571-1253 The deadline for returning completed ballots is 4:00 p.m. (prevailing Eastern Time) on March 5, 2010. Objections, if any, to confirmation of the Plan must be received by the Court and notice parties no later than March 5, 2010, at 4:00 p.m. A hearing to consider confirmation of the Plan is scheduled for March 11, 2010, at 4:30 p.m. (ET.) According to amended disclosure statement, the Plan is a toggle plan as it contemplates these alternatives: (a) sale of the Debtors' assets and distribution of the proceeds; (b) sale of the Debtors' assets prior to the effective date, in which case the proceeds of the sale will be distributed pursuant to the Plan; or (c) if a sale is not consummated on or before the effective date, a stand alone reorganization whereby the first lien lenders will swap their debt for $200 million of new notes and 100% of the equity in the reorganized Debtors. The sale transactions may be implemented the sale of the new equity of the Reorganized Debtors under the Plan or all or substantially all of the Debtors' assets pursuant to a sale under Section 363 of the Bankruptcy Code to the highest bidder for the Debtors' business. Treatment of Claims Class 1 Priority Non-Tax Claims ($0) -- will receive cash in an amount equal to the amount of the claim. Class 2 First Lien Lender Claims ($348,834,000) -- will receive pro rata share of the first lien lender distribution. Class 3 Second Lien Lender Claims ($112,774,000) -- will receive pro rata share of the second lien lender distribution. Class 4 Other Secured Claims ($0) -- will receive (i) cash equal to the claim; (ii) treatment on the other terms that it will not be impaired pursuant to Section 1124 of the Bankruptcy Code; (iii) deferred cash payments to the extent permissible under the Bankruptcy Code. Class 5 Trade Claims ($910,000) -- will receive pro rata share of the unsecured claim sale proceeds, if the sale transactions are implemented Class 6 General Unsecured Claims ($8,830,000) -- will receive their pro rata share of the unsecured claim sale proceeds. If the sale transactions are not implemented, the holders will not receive any distribution or retain any property on account of the claims; provided however, that each holder of an allowed general unsecured claim will receive cash in the amount of the lump sum payment. Class 7 PIK (pay-in-kind) Lender Claims (83,300,000) -- will receive pro rata share of the unsecured claim sale proceeds, if the sale transactions are implemented. Class 8 Existing Stock Interest (N/A) -- will be cancelled and holders of existing stock interest wil not receive any disttribution or ratain any rights to any property on account of the interest. Class 9 Other Existing Interest (N/A) -- will be cancelled and holders of other existing interest will not receive nor retain any distribution under the plan on account of the other existing interests. Class 10 Existing Securities law Claims ($0) -- will not receive nor retain any distribution under the Plan on account of the existing securities law claims. A full-text copy of the amended Disclosure Statement is available for free at http://bankrupt.com/misc/CCSMedical_amendedDS.pdf About CCS Medical Founded in 1994, CCS Medical Inc. -- http://www.ccsmed.com/-- has become a leading provider of medical supplies. CCS Medical assists patients that need diabetes test strips, insulin pumps, urological supplies, ostomy supplies, advanced wound care dressings and prescription drugs. Clear Water, Florida-based CCS Medical specializes in providing a convenient way for patients to receive supplies for their chronic illnesses in a manner that saves them time and money. CCS Medical, along with its affiliates, filed for Chapter 11 on July 8, 2009 (Bankr. D. Del. Case No. 09-12390). At the time of the filing, CCS Medical said that it had assets of $100 million to $500 million against debts of $500 million to $1 billion. Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the Debtors. Willkie Farr & Gallagher LLP serves as co-counsel to the Debtors. Goldman, Sachs & Co., serves as investment banker and Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring advisor. Epiq Bankruptcy Solutions LLC is claims agent. CELL THERAPEUTICS: Has $9-Mil. Net Loss for January --------------------------------------------------- Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC), pursuant to a request from the Italian securities regulatory authority, CONSOB, is issuing a monthly update of certain information relating to its management and financial situation. Cell Therapeutic Inc. reported its estimated and unaudited financial data for the period Jan. 1 to 31, 2010: (amounts in thousands of US$) Dec. 31, 2009 Jan. 31, 2010 ------------- ------------- Net revenue $7 $7 Operating income (expense) $(6,253) $(8,344) Profit /(Loss) from operations $(6,246) $(8,337) Other income (expenses), net $(656) $(274) Preferred Stock -- -- - Deemed Dividend EBITDA $(6,902) $(8,611) Depreciation and amortization $(127) $(119) Amortization of debt discount and issuance costs $(156) $(30) Interest expense $(279) $(256) Net profit /(loss) attributable to common shareholders $(7,464) $(9,016) Estimated Research and Development expenses were $3.4 million and $2.2 million for the months of December 2009 and January 2010, respectively. A full-text copy of the Company's press release is available for free at http://ResearchArchives.com/t/s?55e2 About Cell Therapeutics Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company that develops an integrated portfolio of oncology products aimed at making cancer more treatable. Subsequent to the closure of its Bresso, Italy operations in September 2009, CTI's operations are conducted solely in the United States. Bankruptcy Warning In its Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company warned it does not expect it will have sufficient cash to fund planned operations through the second quarter of 2010, which raises substantial doubt about its ability to continue as a going concern. The Company said if it fails to obtain capital when required, the Company said it may be required to delay, scale back, or eliminate some or all of its research and development programs and may be forced to cease operations, liquidate its assets and possibly seek bankruptcy protection. CERUS CORP: AXA Financial Holds 1.1% of Common Stock ---------------------------------------------------- AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, and AXA in Paris, France; and AXA Financial, Inc., in New York, disclosed that as of December 31, 2009, they may be deemed to own 424,550 shares or roughly 1.1% of the common stock of Cerus Corporation. Going Concern Doubt At September 30, 2009, the Company's consolidated balance sheets showed $43.0 million in total assets, $17.2 million in total liabilities, and $25.8 million in total shareholders' equity. Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about Cerus Corporation's ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended December 31, 2008, and 2007. The auditors pointed to the Company's recurring operating losses and negative cash flows from operating activities from inception through December 31, 2008. About Cerus Concord, California-based Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a biomedical products company focused on commercializing the INTERCEPT Blood System to enhance blood safety. The INTERCEPT system is designed to reduce the risk of transfusion-transmitted diseases by inactivating a broad range of pathogens such as viruses, bacteria and parasites that may be present in donated blood. Cerus currently markets and sells the INTERCEPT Blood System for both platelets and plasma in Europe, Russia, the Middle East and selected countries in other regions around the world. CERUS CORP: Capital Ventures, Heights Capital Hold 2% Stake ----------------------------------------------------------- Capital Ventures International and Heights Capital Management, Inc., disclosed that as of December 31, 2009, they may be deemed to beneficially own 800,000 shares or roughly 2.0% of the common stock of Cerus Corporation. Going Concern Doubt At September 30, 2009, the Company's consolidated balance sheets showed $43.0 million in total assets, $17.2 million in total liabilities, and $25.8 million in total shareholders' equity. Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about Cerus Corporation's ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended December 31, 2008, and 2007. The auditors pointed to the Company's recurring operating losses and negative cash flows from operating activities from inception through December 31, 2008. About Cerus Concord, California-based Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a biomedical products company focused on commercializing the INTERCEPT Blood System to enhance blood safety. The INTERCEPT system is designed to reduce the risk of transfusion-transmitted diseases by inactivating a broad range of pathogens such as viruses, bacteria and parasites that may be present in donated blood. Cerus currently markets and sells the INTERCEPT Blood System for both platelets and plasma in Europe, Russia, the Middle East and selected countries in other regions around the world. CERUS CORP: Posts $24.1 Million Net Loss for FY2009 --------------------------------------------------- Cerus Corporation said net loss for the year ended December 31, 2009, was $24.1 million, or $0.69 per share, compared to $29.2 million, or $0.90 per share in 2008. Total revenue for 2009 was $18.0 million, an increase of 9% from $16.5 million for 2008. Product revenue for the INTERCEPT Blood System increased to $16.8 million during 2009, up 8% from $15.5 million during 2008 when approximately $1.5 million in previously deferred product revenue was recognized. Cerus said growth in 2009 was driven by increased penetration in new and existing markets, primarily France, Belgium and Southern Europe. The Company also recognized $1.2 million in government grant revenue supporting the ongoing development of the red blood cell system during 2009, slightly more than the $1.0 million recognized during 2008. Cerus said net loss for the fourth quarter of 2009 was $4.9 million, compared to a net loss of $6.5 million for the fourth quarter of 2008. Net loss per share was $0.13 for the fourth quarter of 2009, compared to a loss of $0.20 per share for the same period of 2008. Total revenue for the three months ended December 31, 2009, was $5.5 million, up from $3.6 million during the same period in 2008. Fourth quarter 2009 product revenue was $5.2 million, up 48% from the $3.5 million recognized during the fourth quarter of 2008, driven primarily by an increase in disposable kit sales. Fourth quarter 2009 product revenue represented the most successful quarter that the Company has had since commercializing the INTERCEPT platelet and plasma systems. Government grant revenue for the fourth quarter of 2009 was $0.2 million, compared to $0.1 million recognized during the same period in 2008. At December 31, 2009, the Company had total assets of $34.491 million against total liabilities of $13.043 million, resulting in stockholders' equity of $21.448 million. At December 31, 2009, the Company had cash and marketable securities of $19.9 million. Net cash used during the fourth quarter of 2009 was $2.7 million, consistent with net cash used during the second and third quarters of 2009. Net cash used during 2009 was $2.6 million, compared to $34.3 million in 2008. "We closed the year strong with our best quarter of INTERCEPT revenue ever, achieving our fourth consecutive year of sales growth," said Claes Glassell, president and chief executive officer of Cerus Corporation. A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?55bc Going Concern Doubt At September 30, 2009, the Company's consolidated balance sheets showed $43.0 million in total assets, $17.2 million in total liabilities, and $25.8 million in total shareholders' equity. Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about Cerus Corporation's ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended December 31, 2008, and 2007. The auditors pointed to the Company's recurring operating losses and negative cash flows from operating activities from inception through December 31, 2008. About Cerus Concord, California-based Cerus Corporation (NASDAQ: CERS) -- http://www.cerus.com/-- is a biomedical products company focused on commercializing the INTERCEPT Blood System to enhance blood safety. The INTERCEPT system is designed to reduce the risk of transfusion-transmitted diseases by inactivating a broad range of pathogens such as viruses, bacteria and parasites that may be present in donated blood. Cerus currently markets and sells the INTERCEPT Blood System for both platelets and plasma in Europe, Russia, the Middle East and selected countries in other regions around the world. CIT GROUP: Expects to Report $900-Mil. Loss for Fourth Quarter -------------------------------------------------------------- CIT Group Inc. said in a filing with the Securities and Exchange Commission that it expects to report a net loss attributable to common shareholders, prior to the impact of reorganization and fresh start accounting adjustments, of roughly $900 million for the quarter, and $4 billion for the year, ended December 31, 2009. The annual results, which relate entirely to continuing operations, include a $692 million goodwill and intangible asset impairment charge, increased provision for credit losses and reduced net interest revenue, and a higher level of professional fees, reflective of the Company's liquidity events and the weak economic environment. The comparable amount for the 2008 period was a loss of $2.9 billion, which included a $2.2 billion loss from a Discontinued Operation resulting from the sale of the Company's home lending business and a $468 million goodwill and intangible asset impairment charge. The $4 billion loss is expected to be essentially offset by the impact of reorganization (primarily the cancellation of indebtedness in the reorganization) and fresh start accounting adjustments, which will also be reported as a component of loss attributable to common shareholders within the Consolidated Statement of Operations for the year ended December 31, 2009. Annual Report to Be Filed Late CIT Group Inc. said in the regulatory filing it was unable to file its Annual Report on Form 10-K for the period ended December 31, 2009, by the March 1 filing deadline without unreasonable effort and expense. The Company expects to complete and file the Form 10-K on or before March 16, 2010. CIT Group on November 1, 2009, filed for Chapter 11. It emerged from bankruptcy on December 10, 2009. In accordance with accounting principles generally accepted in the United States of America, the Company is adopting fresh start accounting as of the Emergence Date and adjusting the historical carrying value of its assets and liabilities to their respective fair values at the Emergence Date. Simultaneously, the Company is determining the fair value of its equity at the Emergence Date. The Company is permitted to select an accounting convenience date proximate to the Emergence Date for purposes of making the aforementioned adjustments to historical carrying values provided that the activity between the date of emergence and the convenience date does not cause a material difference in results. The Company has selected a convenience date of December 31, 2009. The Company is processing fresh start accounting adjustments to historical carrying values of assets and liabilities as of December 31, 2009, using market prices at or near the Emergence Date, discounted cash flow methodologies and other techniques. The fresh start accounting adjustments will be reflected in the balance sheet at December 31, 2009, and in the statement of operations for the year ended December 31, 2009. There will be no statement of operations for the period between December 10 and December 31, 2009. Accretion and amortization of certain fair value adjustments will begin in 2010. As a result, the financial statements following the application of fresh start accounting will not be comparable to financial statements in the pre- emergence periods Under ASC 852 (Reorganizations) the reorganization value at the Emergence Date is allocated to the fair value of identified tangible and intangible assets in accordance with ASC 805. Any excess of reorganization value over the fair value of identified tangible and intangible assets, less the fair value of liabilities assumed, is reflected as goodwill. About CIT Group CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank holding company with more than $60 billion in finance and leasing assets that provides financial products and advisory services to small and middle market businesses. Operating in more than 50 countries across 30 industries, CIT provides an unparalleled combination of relationship, intellectual and financial capital to its customers worldwide. CIT maintains leadership positions in small business and middle market lending, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the Fortune 500. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were included in the filings. On December 8, the Court confirmed the Debtors' prepackaged plan. On December 11, CIT emerged from bankruptcy. CITIGROUP INC: Annual Stockholders' Meeting on April 20 ------------------------------------------------------- Citigroup Inc.'s annual stockholders' meeting will be held on April 20, 2010, at 9:00 a.m. at the Hilton New York, 1335 Avenue of the Americas in New York. At the meeting, stockholders will be asked to: -- act on certain stockholder proposals, -- ratify the selection of Citi's independent registered public accounting firm for 2010, -- elect directors, -- approve Citi's 2009 Executive Compensation, -- approve additional shares under the Citigroup 2009 stock incentive plan, -- approve an amendment to the Citigroup 2009 stock incentive plan to award additional shares required to be issued in accordance with Citi's agreement to repay its TARP obligations, -- ratify the Tax Benefits Preservation Plan, -- approve an extension of the Board's authority to effect a reverse stock split, and -- consider any other business properly brought before the meeting. The close of business on February 25, 2010, is the record date for determining stockholders entitled to vote at the annual meeting. A list of the stockholders will be available at Citi's headquarters, 399 Park Avenue, New York City, before the annual meeting. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?55eb On February 24, 2010, C. Michael Armstrong and Anne M. Mulcahy, members of the Board of Directors of Citigroup, individually provided notice to the Chairman of the Board that they each will not stand for re-election to the Board at the Annual Stockholders Meeting. On February 26, 2010, Citigroup filed with the Securities and Exchange Commission its annual report on Form 10-K for the year ended December 31, 2009. As reported by the Troubled Company Reporter on January 20, 2010, Citigroup reported a full year 2009 net loss of $1.6 billion, or $0.80 per share. Managed revenues were $91.1 billion for the year. The fourth quarter 2009 net loss was $7.6 billion, or $0.33 per share. Excluding the $6.2 billion after-tax loss associated with TARP repayment and exiting the loss-sharing agreement, the fourth quarter net loss was $1.4 billion or $0.06 per share. Citigroup reported a net loss of $27.6 billion for the full year 2008. Citi's total assets were roughly $1.86 trillion as of December 31, 2009, down from roughly $1.94 trillion at December 31, 2008 and $2.19 trillion at December 31, 2007. Stockholders' equity was $152.700 billion at December 31, 2009, from $141.630 billion at December 31, 2009, and $113.447 billion at December 31, 2007. A full-text copy of Citi's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?55ec About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CLAIRE'S STORES: Unit Enters into Sale & Lease-Back Deal AGNL ------------------------------------------------------------- Claire's Boutiques Inc., a wholly-owned subsidiary of Claire's Stores Inc., sold its U.S. distribution center/office building located at 2400 West Central Road, Hoffman Estates, Illinois to AGNL Bling, L.L.C. Contemporaneously with the sale of the Property, Claire's Boutiques entered into a lease agreement, dated February 19, 2010, with AGNL Bling, as landlord, with respect to the Property. The Lease Agreement provides for: * an initial expiration date of February 28, 2030 with two five-year renewal periods, each at the option of Claire's Boutiques and * basic rent of $2,112,435 per annum, payable quarterly in advance in equal installments on each April 1st, July 1st, October 1st and January 1st. A full-text copy of the Lease Agreement is available for free at http://ResearchArchives.com/t/s?55e7 About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. As stated by the Troubled Company Reporter on Sept. 14, 2009, Claire's Stores, Inc., reported a net loss of $3.733 million for the three months ended Aug. 1, 2009, from a net loss of $16.93 million for the three months ended Aug. 2, 2008. The Company reported a net loss of $32.75 million for the six months ended Aug. 1, 2009, from a net loss of $52.50 million for the six months ended Aug. 2, 2008. At Aug. 1, 2009, the Company had $2.85 billion in total assets; and $190.73 million in total current liabilities and $2.72 billion in total long-term and other liabilities, resulting in $60.10 million in stockholders' deficit. COMSCAPE COMMUNICATIONS: Chapter 11 Filings Not Authorized ---------------------------------------------------------- WestLaw reports that the corporate bylaws of the tier-two and tier-three debtors, that were wholly owned by corporations in the first or second tier out from a corporate holding company, were effectively amended by custom and practice to provide for election of directors at the meetings of the board of directors of the holding company, such that, regardless of whether the individual who filed Chapter 11 petitions on behalf of these tier-two and tier-three debtors was properly removed as the director thereof prior to the filing of the petitions, he was not the sole director of these tier-two and tier-three debtors at the time and did not have authority to commence bankruptcy cases on the corporations' behalf without the consent of the other director, who was properly elected at a meeting of holding company's board. The director filing the petitions on behalf of the tier-two and tier-three debtors was himself elected at a meeting of the holding company's board. In re Comscape Telecommunications, Inc., --- B.R. ----, 2010 WL 532066 (Bankr. S.D. Ohio) (Preston, J.). On February 6, 2009, ComScape Telecommunications, Inc., ComScape Communications, Inc., ComScape Telecommunications of Raleigh- Durham, Inc., ComScape Telecommunications of Wilmington, Inc., ComScape Telecommunications of Jacksonville License, Inc., ComScape Telecommunications of New Bern License, Inc., ComScape Telecommunications of Raleigh-Durham License, Inc., and ComScape Telecommunications of Wilmington License, Inc., sought chapter 11 protection (Bankr. S.D. Ohio Case No. 09-51045). On February 13, 2009, the Court entered an order (Doc. 29) granting the Debtors' motion for joint administration. On March 18, 2009, ComScape Holding, Inc., and Bhogilal M. Modi filed a Motion to Dismiss these Chapter 11 cases (Doc. 80), alleging that the Debtors lacked corporate authority for the filing of their Petitions for Relief. CONEXANT SYSTEMS: Board Appoints Elbaz as Chief Accounting Head --------------------------------------------------------------- Conexant Systems, Inc.'s Board of Directors on February 18, 2010, appointed Michael Elbaz as Chief Accounting Officer. Mr. Elbaz will serve as the Company's principal accounting officer. Mr. Elbaz, 45, re-joined Conexant Systems in February 2009 as Vice President, Finance. Prior to that, he was Vice President and Controller, Semiconductor Division, NextWave Wireless from August 2007 to February 2009. He was Executive Director of Finance and Operations Controller at the Company from September 2004 to August 2007; prior to that he served in a variety of capacities at the Company since 2002. Mr. Elbaz earned a master of business administration degree from San Diego State University. He also holds a bachelor's degree in finance and international business from California State University in Chico, California. About Conexant Newport Beach, California-based Conexant Systems, Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- is a fabless semiconductor company. Conexant's comprehensive portfolio of innovative semiconductor solutions includes products for imaging, audio, embedded-modem, and video applications. Outside the United States, the Company has subsidiaries in Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel. As of January 1, 2010, the Company had total assets of $273.747 million against total liabilities of $340.397 million, resulting in shareholders' deficit of $66.650 million. CONEXANT SYSTEMS: Stockholders Adopt 2010 Equity Incentive Plan --------------------------------------------------------------- Stockholders on February 18, 2010, approved the Conexant Systems, Inc. 2010 Equity Incentive Plan at the Company's 2010 Annual Meeting of Stockholders. The 2010 Plan allows the Company to grant stock options and other equity incentive awards and performance cash incentives to its executive officers, directors and consultants as well as its employees. In connection with the approval of the 2010 Plan, effective February 18, 2010, the Company no longer automatically increased the number of shares reserved for issuance each year under the Conexant Systems, Inc. 2004 New Hire Equity Incentive Plan and the Company no longer issued stock awards under these plans: -- the Conexant Systems, Inc. 1999 Long-Term Incentives Plan, as amended, -- the Conexant Systems, Inc. Directors Stock Plan, as amended, -- the Conexant Systems, Inc. 2000 Non-Qualified Stock Plan, as amended, -- the GlobespanVirata, Inc. 1999 Equity Incentive Plan, as amended, -- the GlobespanVirata, Inc. 1999 Supplemental Stock Option Plan, as amended, -- the Amended and Restated GlobespanVirata, Inc. 1999 Stock Incentive Plan, as amended, and -- the Conexant Systems, Inc. 2001 Performance Share Plan The 2004 Plan allows the Company to grant stock options and other equity incentive awards to persons not previously employed by the company -- or following a bona fide period of non-employment -- as an inducement to their entering into employment with the Company. The Prior Plans allowed the Company to grant stock options and other incentive awards to its employees, directors and consultants. On March 1, 2010, the Company filed with the Securities and Exchange Commission a Form S-8 Registration Statement under the Securities Act of 1933 to register 12,000,000 shares of its common stock newly reserved under the 2010 Equity Incentive Plan; and 500,000 shares of common stock newly reserved under the 2001 Employee Stock Purchase Plan. The Proposed Maximum Aggregate Offering Price for the 12,500,000 shares is $61,250,000. A full-text copy of the Registration Statement is available at no charge at http://ResearchArchives.com/t/s?55f0 About Conexant Newport Beach, California-based Conexant Systems, Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- is a fabless semiconductor company. Conexant's comprehensive portfolio of innovative semiconductor solutions includes products for imaging, audio, embedded-modem, and video applications. Outside the United States, the Company has subsidiaries in Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel. As of January 1, 2010, the Company had total assets of $273.747 million against total liabilities of $340.397 million, resulting in shareholders' deficit of $66.650 million. DAVID YARDS: Delays Vessel Deliveries for Ocean Hotels ------------------------------------------------------ Ocean Hotels Plc. said that Davie Yards has indicated additional delays in delivery and potentially increased costs with respect two accommodation vessels. On February 26, 2010, Tore Enger resigned from the Board of Directors of Ocean Hotels PLC and following a Board of Directors meeting that was held the same day, Alexandros Tsirikos was appointed Chairman of the Board of Directors. The Board is looking into terminating the management agreement between Ocean Hotels and Teco Management, and appointed Mr. Anthony Kandylidis as CEO / Managing Director of Ocean Hotels. Director Constantinos Economides also resigned as Director of the Board, to allow for a more efficient Board, and will remain Corporate Secretary of Ocean Hotels. Ocean Hotels currently has two Accommodation Vessels on order at Davie Yards. The Yard has indicated additional delays in delivery and potentially increased costs. These costs may be significant, but the actual effects for Ocean Hotels are unclear at this time. Ocean Hotels is evaluating its position and seeking clarification of the factual situation from the yard, and will provide updates to the market as soon as information is received and evaluated by the Management and Board of Directors. About Davie Yards Davie Yards Inc. owns and operates the Davie yard in Quebec. With over 185 years of operating experience, the shipyard is the largest in Canada and among the largest and most sophisticated in North America. The Corporation has a focus on building large and complex offshore service vessels and rigs, and other sophisticated vessels for commercial and governmental use. Its shares are traded on the Toronto Stock Exchange (DAV). On February 25, 2010, Davie Yards filed for creditor protection under the Companies' Creditors Arrangement Act with the Quebec Superior Court, in Canada. DELAMORE ELIZABETH: To Raise $1 Million for Chapter 11 Plan ----------------------------------------------------------- Dayton Daily News says Delamore Elizabeth Place LP filed a plan of reorganization that proposes to raise another $1 million to pay creditors, fund a tenant improvement account, and pay overhead. The Company said it expects to emerge of bankruptcy in the second quarter. Under the plan, 20 or so members of the investment group will lose their original $9 million investment in the property and holders of mortgage will see the debt owed cut from $42 million to $26 million, report citing papers filed with the court. Delamore Elizabeth is the owner of the Elizabeth Place medical and office building in Dayton, Ohio. The project is a development by the Delamore Cos. Delamore's Web site says it acquired over one million square feet of commercial space in the first half of 2007, which means they bought at the top of the market. The company filed for Chapter 11 protection on Oct. 1, 2009 (Bankr. S.D. Ohio Case No. 09-36187). Tim J. Robinson, Esq., represents the Debtor in its restructuring efforts. The company listed assets of between $10 million and $50 million, and debts of between $50 million and $100 million. EASTMAN KODAK: Hikes Maximum Tender Amount to $200 Million ---------------------------------------------------------- Eastman Kodak Company has increased the maximum tender amount from $100,000,000 to $200,000,000 in aggregate principal amount in its tender offer to purchase up to the Maximum Tender Amount of its outstanding 7.25% Senior Notes due 2013. Kodak also has extended the expiration date of the tender offer from 9:00 a.m., New York City time on March 4, 2010, until 11:59 p.m., New York City time, on March 9, 2010. The tender offer was reported by the Troubled Company Reporter on February 5, 2010. The tender offer is being made pursuant to an Offer to Purchase dated February 3, 2010, and related Letter of Transmittal, which set forth a more detailed description of the terms of the Tender Offer. Except for the amendment to increase the Maximum Tender Amount and extend the Expiration Date, the terms of the Tender Offer remain the same and the Offer to Purchase and the related Letter of Transmittal remain in full force and effect. As of 5:00 p.m., New York City time on February 24, 2010, $218,613,000 aggregate principal amount of 2013 Notes was tendered and not withdrawn in the Tender Offer, substantially all of which were tendered on or prior to the Early Tender Date. Subject to the terms and conditions in the Offer to Purchase, as amended, holders of 2013 Notes who validly tendered their 2013 Notes in the Tender Offer as of 5:00 p.m., New York City time on Thursday, February 11, 2010, will be eligible to receive $950.00 per $1,000 principal amount of 2013 Notes. Withdrawal rights with respect to 2013 Notes validly tendered and not withdrawn expired as of the Early Tender Date. Accordingly, holders may not withdraw any 2013 Notes previously or hereafter tendered, except as contemplated in the Offer to Purchase. Subject to the terms and conditions in the Offer to Purchase, as amended, holders of 2013 Notes who validly tender their 2013 Notes after the Early Tender Date and at or before the Expiration Date, will be eligible to receive $910.00 per $1,000 principal amount of 2013 Notes, which excludes the early tender premium equal to $40.00 per $1,000 principal amount of 2013 Notes. Payments for 2013 Notes purchased in the Tender Offer will include accrued and unpaid interest from and including the last interest payment date to, but excluding, the settlement date. Kodak intends to fund the repurchase of the 2013 Notes from the net proceeds of its private placement of $500 million aggregate principal amount of 9.75% Senior Secured Notes due 2018, and cash on hand, which private placement is expected to close on March 5, 2010. To permit such private placement, on February 10, 2010, Kodak entered into an amendment to its Amended and Restated Credit Agreement, as amended, with the lenders party thereto and Citicorp USA, Inc., as agent. As such, the Credit Agreement Amendment Condition as described in the Offer to Purchase has been satisfied. If 2013 Notes are accepted for purchase in the Tender Offer, the amount of 2013 Notes purchased in the Tender Offer will be prorated based on the aggregate principal amount of 2013 Notes tendered, rounded down to the nearest integral multiple of $1,000, since the aggregate principal amount of 2013 Notes validly tendered and not withdrawn exceeds the Maximum Tender Amount. Kodak has retained Citi to serve as dealer manager for the Tender Offer. The Bank of New York Mellon has been retained to serve as the depositary and Georgeson, Inc. has been retained to serve as the information agent. For additional information regarding the terms of the Tender Offer, please contact Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for documents and questions regarding the tender of 2013 Notes may be directed to Georgeson, Inc. at (800) 248-7605 (toll free) or (212) 440-9800 (collect). Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at no charge from Georgeson, Inc. Kodak, its board of directors, the depositary, the information agent, the dealer manager and the trustee with respect to the 2013 Notes are not making any recommendation as to whether holders of the 2013 Notes should tender or refrain from tendering all or any portion of the principal amount of the 2013 Notes. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of December 31, 2009, the Company had total assets of $7.691 billion against total liabilities of $7.724 billion, resulting in shareholders' deficit of $35 million. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. EASTMAN KODAK: To Sell $500 Mil. of 9.75% Senior Notes ------------------------------------------------------ Eastman Kodak Company announced the pricing of a private placement of $500 million aggregate principal amount of 9.75% senior secured notes due 2018. The Troubled Company Reporter on February 26, 2010, said Kodak intends to offer $400 million aggregate principal amount of senior secured notes in a private placement to qualified institutional buyers. The notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act. Kodak's obligations under the notes will be fully and unconditionally guaranteed on a senior secured basis by each of Kodak's existing and future direct or indirect wholly owned domestic subsidiaries, subject to certain exceptions, and will be secured by a second-priority lien on substantially all domestic assets of the issuer and guarantors, subject to certain exceptions. Kodak intends to use the net proceeds from the offering to repurchase all $300 million aggregate principal amount of its 10.50% Senior Notes due 2017 and to repurchase $200 million aggregate principal amount of its 7.25% Senior Notes due 2013 through a tender offer. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of December 31, 2009, the Company had total assets of $7.691 billion against total liabilities of $7.724 billion, resulting in shareholders' deficit of $35 million. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. ENRON CORP: Skilling's New Trial Bid May Divide Supreme Court ------------------------------------------------------------- Greg Stohr at Bloomberg News reports that U.S. Supreme Court justices signaled they are divided on Jeffrey Skilling's appeal of his conviction for leading the accounting fraud that drove Enron Corp. into bankruptcy. According to the report, the justices spent most of the one-hour argument session in Washington on March 1 debating whether the trial should have been moved from Houston, where thousands of Enron employees lost their jobs. A favorable ruling on that issue would mean a new trial for Mr. Skilling, Enron's former chief executive officer, overturning a signature prosecution victory. According to Bloomberg, Justice Sonia Sotomayor suggested she will vote for Mr. Skilling, saying U.S. District Judge Sim Lake failed to adequately question prospective jurors, including a woman who lost $50,000 to $60,000 because of the Enron fraud. On the other hand, Chief Justice John Roberts was more supportive of Judge Lake, saying the judge made the "reasonable" decision to conduct the juror questioning, or "voir dire," himself rather than turn the task over to the lawyers. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures that caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors filed their Chapter Plan and Disclosure Statement on July 11, 2003. On January 9, 2004, they filed their Fifth Amended Plan and on the same day the Court approved the adequacy of the Disclosure Statement explaining that Plan. On July 15, 2004, the Court confirmed the Debtors' Modified Fifth Amended Plan and that Plan was declared effective on November 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre-bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EPICEPT CORP: Incurs $4.4 Mil. Net Loss for Fourth Quarter ---------------------------------------------------------- EpiCept Corporation reported that net loss for the fourth quarter of 2009 was $4.4 million and for the year was $38.8 million. As of December 31, 2009, EpiCept had approximately $5.1 million in cash and cash equivalents. In January 2010, the Company received $3 million from Meda in connection with the signing of the CepleneR European marketing and distribution agreement. Meda is also required to pay an additional $2 million upon its commercial launch of Ceplene and a royalty on net sales. The Company believes that its cash is sufficient to fund operations into the third quarter 2010. The Company may receive cash from certain licensing activities during 2010 and upon achievement of specified clinical milestones. In February 2010 EpiCept established an "At-the-Market" offering program through which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $15.0 million through its sales agent. Sales of the shares, if any, will be made by means of ordinary brokers' transactions on The Nasdaq Capital Market or, to the extent allowable by law, the Nasdaq OMX Stockholm Exchange, at market prices. EpiCept may utilize this program at such times and in such amounts to minimize any disruption to the trading of its stock. In times of low trading volume the Company may severely limit or refrain altogether from using the program. No offerings under this program have yet occurred. The Company expects to use this facility to meet liquidity needs that may arise in the event any of the anticipated cash inflows are delayed or do not occur, and it may seek alternative sources of debt or equity should funds raised through the program be insufficient to timely meet the Company's liquidity requirements. "Our ongoing market planning and product development activities during the fourth quarter of 2009 and recent weeks were substantial, and we are very pleased with the progress we made in advancing the development and commercialization of a number of our products," noted Jack Talley, EpiCept's President and CEO. "Last month we announced the successful culmination of our partnership negotiations for Ceplene with the signing of an agreement with Meda AB to market and sell Ceplene in Europe and several Pacific Rim countries. We also made progress with the New Drug Submission (NDS) for Ceplene in Canada and with the anticipated New Drug Application (NDA) filing in the U.S. We were also pleased by the approval of our application to obtain orphan drug status in the U.S. for NP-1 in post-herpetic neuralgia, as well as by the progress in our discussions to partner NP-1 for Phase III development and commercialization." A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?55e3 Going Concern Doubt As reported by the Troubled Company Reporter-Europe on Nov. 17, 2009, EpiCept Corporation posted a net loss of $4,813,000 for the three months ended Sept. 30, 2009, from a net loss of $6,163,000 for the same period a year ago. The Company posted a net loss of $34,378,000 for the nine months ended September 30, 2009, from a net loss of $20,006,000 for the same period a year ago. Revenue was $116,000 for the three months ended September 30, 2009, from $78,000 for the same period a year ago. Revenue was $322,000 for the nine months ended September 30, 2009, from $169,000 for the same period a year ago. At September 30, 2009, the Company had $11,962,000 in total assets against $17,122,000 in total liabilities, resulting in $5,160,000 in stockholders' deficit. EpiCept's management believes that existing cash and cash equivalents will be sufficient to meet projected operating and debt service requirements into the second quarter of 2010. Additional funding for the Company's operations is anticipated to be derived from sales of Ceplene(R) in Europe, fees from the Company's strategic partners including a marketing partner for Ceplene(R) in Europe, strategic relationships for other product candidates including NP-1 or other financing arrangements. "We have devoted substantially all of our cash resources to research and development programs and selling, general and administrative expenses, and to date we have not generated any meaningful revenues from the sale of products. Since inception, we have incurred significant net losses each year. As a result, we have an accumulated deficit of $230.6 million as of September 30, 2009. Our recurring losses from operations and the accumulated deficit raise substantial doubt about our ability to continue as a going concern," the Company said in its quarterly report on Form 10-Q. About EpiCept Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), which has been granted full marketing authorization by the European Commission for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia in first remission. The Company has two oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCeptTM NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. EPV SOLAR: Organizational Meeting to Form Panel on March 10 ----------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on March 10, 2010, at 11:00 a.m. in the bankruptcy case of EPV Solar, Inc. The meeting will be held at the United States Trustee's Office, One Newark Center 21st Floor, Room 2106, Newark, NJ 07102. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Robbinsville, New Jersey-based EPV Solar, Inc., fka Energy Photovoltaics, Inc., filed for Chapter 11 bankruptcy protection on February 24, 2010 (Bankr. D. N.J. Case No. 10-15173). Kenneth Rosen, Esq., and Samuel Jason Teele, Esq., at Lowenstein Sandler PC, assist the Company in its restructuring effort. The Company estimated its assets and its debts at $50,000,001 to $100,000,000. ESCALON MEDICAL: Posts $1.1 Million Net Loss in Q2 Ended Dec. 31 ---------------------------------------------------------------- Escalon Medical Corp. filed its quarterly on Form 10-Q, showing a net loss of $1.1 million on $8.9 million of revenue for the three months ended December 31, 2009, compared with a net loss of $696,995 on $8.1 million of revenue for the same period of 2008. The Company's balance sheet as of Dec. 31, 2009, showed $23.5 million in assets, $12.7 million of debts, and $10.8 million of stockholders' equity. The Company noted that it has incurred recurring operating losses and negative cash flows from operating activities and the debt payments related to the Biocode acquisition are scheduled to commence within the next six months. The Company says these conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the quarterly report on Form 10-Q is available for free at http://researcharchives.com/t/s?55f5 Wayne, Pa.-based Escalon Medical Corp. -- http://www.escalonmed.com/-- specializes in the development, manufacture, marketing and distribution of medical devices and pharmaceuticals in the areas of ophthalmology, diabetes, hematology and vascular access. FEDERAL-MOGUL: Reports $43 Million Net Income for Fourth Quarter ---------------------------------------------------------------- Federal-Mogul Corporation (Nasdaq: FDML) reported strong Q4 2009 profitability, with higher gross margin, improved net income of $43 million, or $0.43 per diluted share, and $251 million record cash flow(2) with increased sales versus Q4 2008. The company improved financial performance in each consecutive quarter of 2009 as restructuring and cost reduction initiatives enhanced Federal- Mogul's operating leverage. Stronger demand in Q4 2009, coupled with savings from prior restructuring initiatives lifted gross margin and Operational EBITDA(1) percent of sales back to levels approaching those attained prior to the automotive market downturn. Financial Summary (in millions) 2009 ----------------------------------------- Q4 Q3 Q2 Q1 FY -- -- -- -- -- Net Sales $1,408 $1,380 $1,304 $1,238 $5,330 Gross Margin 225 212 198 158 792 pct. of sales 16.0% 15.4% 15.2% 12.8% 14.9% SG&A (164) (173) (170) (184) (690) pct. of sales 11.6% 12.5% 13.0% 14.9% 12.9% Net Income (loss) 43 10 3 (101) (45) attributable to Federal-Mogul Earnings (loss) Per Share 0.43 0.10 0.03 (1.02) (0.46) in dollars, diluted EPS Operational EBITDA(1) 170 134 129 70 503 pct. of sales 12.1% 9.7% 9.9% 5.7% 9.4% Cash Flow(2) $251 $112 $6 $(196) $173 2008 -------------- Q4 FY -- -- Net Sales $1,319 $6,866 Gross Margin 183 1,124 pct. of sales 13.9% 16.4% SG&A (162) (774) pct. of sales 12.3% 11.3% Net Income (loss) (530) (468) attributable to Federal-Mogul Earnings (loss) Per Share (5.36) (4.69) in dollars, diluted EPS Operational EBITDA(1) 113 762 pct. of sales 8.6% 11.0% Cash Flow(2) $181 $119 "The strong and profitable fourth quarter shows the benefits of higher sales combined with significant operational improvements throughout the year. Federal-Mogul's improved margins demonstrate that we have successfully converted incremental fourth quarter revenue at a higher level of profitability than in prior quarters. Our record $251 million cash flow is the result of increased profitability combined with effective working capital management and efficient capital investments," said Jose Maria Alapont, Federal-Mogul President and CEO. Federal-Mogul, on a year-over-year basis, reported Q4 2009 sales of $1.4 billion versus $1.3 billion in Q4 2008. The company reported that 17 percent of total revenue was generated outside the United States, Canada and Europe in Q4 2009, representing a 24 percent increase over the fourth quarter of 2008. Federal-Mogul continues to expand its market share positions, manufacturing capacity and engineering presence in China, India, Brazil and other growth markets which have performed better during the global automotive downturn. Federal-Mogul benefits from strong customer, market and product diversity, with no single customer accounting for more than 5 percent of global revenue in 2009. Gross margin was $225 million or 16 percent of sales in Q4 2009 a $42 million or 2.1 percentage point margin improvement versus $183 million or 13.9 percent in the same period of 2008. The company's ability to attain significantly higher gross margin than in Q4 2008 reflects the increasing benefit of Federal-Mogul's variable cost company strategy including the restructuring and cost reduction initiatives largely completed during 2009. "We have reduced the run-rate of the company's global cost base by approximately $460 million annually, while simultaneously making strategic investments in leading technology and innovation, best cost global manufacturing and better processes and systems for world-class quality, cost competitiveness and customer support," Mr. Alapont explained. Net income was $43 million in Q4 2009 versus a net loss of $(530) million in Q4 2008. Federal-Mogul's Operational EBITDA(1) for Q4 2009 was $170 million or 12.1 percent of sales, a $57 million or 3.5 percentage point increase, compared to $113 million or 8.6 percent of sales reported during the fourth quarter a year ago. The company achieved an all-time record quarterly cash flow(2) of $251 million in Q4 2009, a $70 million increase over Q4 2008. As a result, Federal-Mogul has $1.5 billion of liquidity with over $1.0 billion of cash and an unused revolver of $0.5 billion. "Federal-Mogul continued to improve sequential quarterly operating performance as a result of the increasingly positive effect of our cost reduction and restructuring initiatives combined with the ongoing financial market and automotive industry stabilization." "Through our global efforts, the company improved sales, raised operating margins, reduced SG&A, improved Operational EBITDA(1) and significantly increased cash flow in each successive quarter," Mr. Alapont said. Federal-Mogul, for full year 2009, reported sales of $5.3 billion or a decline of about $1.5 billion versus full year 2008. The global automotive and financial market downturn depressed industry volumes throughout most of 2009. On a constant dollar basis, when compared to 2008, Federal-Mogul's 2009 sales were down 19 percent or $1.2 billion. The company reported a net loss of $(45) million in full year 2009, versus a net loss of $(468) million in 2008. When adjusting net income for impairments and restructuring charges relating to the company's capacity rationalization, Federal-Mogul achieved break-even results in 2009, which demonstrates the effectiveness of the company's variable cost strategy to maximize earnings and cash flow performance. "Together with our 2009 financial performance, our product and market strategy was well-aligned with global customer needs. We are well positioned to meet market demands for improved fuel economy, reduced emissions and greater vehicle safety. Our strong cash flow and significantly improved liquidity provides the necessary flexibility to pursue portfolio enhancements or footprint realignment to accelerate our progress in spite of changing market conditions," said Mr. Alapont. "Further, we are implementing strategies to increase our sales to customers in the Energy, Industrial and Transport (EIT) market segments, where we generate about 9 percent of our total revenue today. We believe business segments like the expanding wind energy market, improving industrial markets and growth in the global supply chain will increasingly benefit Federal-Mogul, due to our specialized products to serve these segments." "Our performance throughout 2009 is indicative of the proactive and effective steps taken by Federal-Mogul to counter the impact of the financial markets downturn in 2009. We believe our progressively improving performance in 2009 establishes a strong indication of our ability to generate sustainable global profitable growth. We remain optimistic that the global markets will strengthen in 2010 and we expect to continue to drive further earnings efficiency within our existing infrastructure, while capitalizing on increasing sales in mature and new growth markets," Mr. Alapont concluded. A full-text-copy of Federal-Mogul Corp.'s Annual and Fourth Quarter 2009 Results filed on Form 10-K is available at no charge at http://researcharchives.com/t/s?5495 Federal-Mogul Corporation Balance Sheets (In millions) ASSETS Dec. 31 Dec. 31 2009 2008 ------- ------- Current Assets: Cash and equivalents $1,034 $888 Accounts receivable 950 939 Inventories, net 823 894 Prepaid expenses & other current assets 221 267 -------- -------- Total current assets 3,028 2,988 Property, plant and equipment, net 1,834 1,911 Goodwill & indefinite-lived intangible assets 1,427 1,430 Definite-lived intangible assets, net 515 564 Other non-current assets 323 343 -------- -------- Total Assets $7,127 $7,236 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Short-term debt, including current portion of long-term debt $97 $102 Accounts payable 537 622 Accrued liabilities 410 483 Current portion of postemployment benefit liability 61 61 Other current liabilities 175 204 -------- -------- Total current liabilities 1,280 1,472 Long-term debt 2,760 2,768 Postemployment benefits 1,298 1,240 Long-term portion of deferred income taxes 498 554 Other accrued liabilities 192 206 Shareholders' equity: Preferred stock - - Common stock 1 1 Additional paid-in capital, including warrants 2,123 2,123 Accumulated deficit (513) (468) Accumulated other comprehensive loss (571) (688) Treasury stock, at cost (17) (17) -------- -------- Total Federal-Mogul Shareholders' Equity 1,023 951 -------- -------- Noncontrolling interests 76 45 -------- -------- Total Shareholders' Equity 1,099 996 -------- -------- Total Liabilities and Shareholders' Equity $7,127 $7,236 ======== ======== Federal-Mogul Corporation Consolidated Statements of Operations (In millions) Twelve Months Ended December 31 ------------------- 2009 2008 ------ ------ Net sales $5,330 $6,866 Cost of products sold (4,538) (5,742) --------- --------- Gross margin 792 1,124 Selling, general & administrative expenses (690) (774) Adjustment of assets to fair value (17) (451) Interest expense, net (132) (180) Amortization expense (49) (76) Chapter 11 & U.K. Administration expenses (3) (17) Equity earnings of unconsolidated affiliates 16 23 Restructuring expense, net (32) (132) Other income, net 43 37 --------- --------- Income (loss) before Income Taxes (72) (446) Income Tax Benefit (Expense) 39 (19) --------- --------- Net Income (Loss) (33) (465) Less net (income) loss attributable to noncontrolling interests (12) (3) --------- --------- Net Income (Loss) attributable to Federal-Mogul ($45) ($468) ========= ========= Federal-Mogul Corporation Consolidated Statements of Operations (In millions) Three Months Ended December 31 ------------------- 2009 2008 ------ ------ Net sales $1,408 $1,319 Cost of products sold (1,183) (1,136) --------- --------- Gross margin 225 183 Selling, general & administrative expenses (164) (162) Adjustment of assets to fair value (16) (451) Interest expense, net (32) (43) Amortization expense (12) (19) Chapter 11 & U.K. Administration expenses - (2) Equity earnings of unconsolidated affiliates 7 3 Restructuring expense, net 7 (118) Other income, net 3 24 --------- --------- Income (loss) before Income Taxes 18 (585) Income Tax Benefit (Expense) 28 53 --------- --------- Net Income (Loss) 46 (532) Less net (income) loss attributable to noncontrolling interests (3) 2 --------- --------- Net Income (Loss) Attributable to Federal-Mogul $43 ($530) ========= ========= Federal-Mogul Corporation Consolidated Statements of Cash Flows (In millions) Year Ended December 31 ------------------- 2009 2008 Cash Provided From (Used By) ------ ------ Operating Activities: Net (loss) income ($33) ($465) Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation and amortization 327 349 Cash received from 524(g) Trust 40 225 Payments to settle non-debt liabilities subject to compromise, net (51) (23) Chapter 11 and U.K. Administration related reorganization expenses 3 17 Payments for Chapter 11 and U.K. Administration related reorg. expenses (6) (48) Adjustment of assets to fair value 17 451 Restructuring expense, net 32 132 Payments against restructuring liabilities (94) (40) Gain on involuntary conversion (7) (12) Insurance proceeds from involuntary conversion, excluding capital 7 24 Gain on sale of debt investment (8) - Change in postemployment benefits, including pensions 48 (11) Change in deferred taxes (34) 49 Changes in operating assets & liabilities: Accounts receivable 14 89 Inventories 93 122 Accounts payable (82) (61) Other assets and liabilities 62 (171) --------- --------- Net Cash Provided From Operating Activities 328 627 Cash Provided From (Used By) Investing Activities: Expenditures for property, plant & equipment (176) (320) Net settlement from sale of debt investment 8 - Net proceeds from the sale of property 2 13 Insurance proceeds from involuntary conversion of capital - 6 Payments to acquire business - (5) --------- --------- Net Cash Used by Investing Activities (166) (306) Cash Provided From (Used By) Financing Activities: Proceeds from borrowings on exit facilities - 2,082 Repayment of Tranche A, Revolver & PIK Notes - (1,791) Principal payments on exit facilities (30) (22) (Decrease) increase in short-term debt - (18) (Decrease) increase in other long-term debt (8) (29) Purchase of treasury stock - (17) Net proceeds (payments) from factoring arrangements 4 (7) Debt amendment/issuance fees (1) (1) --------- --------- Net Cash (Used By) Provided From (35) 197 Investing Activities Effect of foreign currency exchange rate fluctuations on cash 19 (55) --------- --------- Increase (Decrease) in Cash and Equivalents 146 463 Cash and equivalents at beg. of period 888 425 --------- --------- Cash and equivalents at end of period $1,034 $888 ========= ========= Federal-Mogul Corporation Reconciliation of Non-GAAP Financial Measures (In millions) Twelve Months Ended December 31 ------------------- 2009 2008 ------ ------ Net income (loss) ($33) ($465) Depreciation and amortization 327 349 Chapter 11 and U.K. Administration related reorganization expense 3 17 Interest expense, net 132 180 Income tax (benefit) expense (39) 19 Restructuring, net 32 132 Adjustment of assets to fair value 17 451 Expense associated with U.S. based funded pension plans 66 5 Fresh-start inventory adjustment - 68 Other (2) 6 --------- --------- $503 $762 Operational EBITDA ========= ========= Net cash provided from operating activities: $328 $627 Adjustments: Cash received from 524(g) Trust (40) (225) Net payments for implementation of the Plan, including settlement of non-debt liabilities subject to compromise 51 23 --------- --------- Cash provided from operations, excl. the impacts of the Plan 339 425 --------- --------- Cash used by investing activities (166) (306) --------- --------- Cash Flow $173 $119 ========= ========= Federal-Mogul Corporation Reconciliation of Non-GAAP Financial Measures (In millions) Three Months Ended December 31 ------------------- 2009 2008 ------ ------ Net income (loss) $46 ($532) Depreciation and amortization 86 83 Chapter 11 and U.K. Administration related reorganization expense - 2 Interest expense, net 32 43 Income tax (benefit) expense (28) (53) Restructuring, net (7) 118 Adjustment of assets to fair value 16 451 Expense associated with U.S. based funded pension plans 17 1 Fresh-start inventory adjustment - - Other 8 - --------- --------- $170 $113 Operational EBITDA ========= ========= Net cash provided from operating activities: $280 $252 Adjustments: Cash received from 524(g) Trust - - Net payments for implementation of the Plan, including settlement of non-debt liabilities subject to compromise - 1 --------- --------- Cash provided from operations, excl. the impacts of the Plan 280 253 --------- --------- Cash used by investing activities (29) (72) --------- --------- Cash Flow $251 $181 ========= ========= About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. FONAR CORPORATION: Posts $1.29-Mil. Net Loss in Q3 2009 ------------------------------------------------------- Fonar Corporation reported a net loss of $1,292,000 on total net revenues of $8,213,000 for the fiscal third quarter ended Dec. 31, 2009, compared to net income of $781,000 on total net revenues of $11,290,000 for the same period in 2008. The Company's consolidated balance sheets as of Dec. 31, 2009, showed $24,900,000 in total assets and $30,778,000 in total liabilities, resulting in a $5,878,000 stockholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $16,975,000 in total current assets available to pay $28,786,000 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?54c8 Going Concern Doubt The Company has suffered recurring losses from operations, continues to generate negative cash flows from operating activities and had negative working capital at December 31, 2009. These conditions raise substantial doubt about the Company's ability to continue as a going concern. About FONAR Corporation Based in Melville, New York, FONAR Corporation (NASDAQ: FONR) -- http://www.fonar.com/-- operates in two industry segments: the manufacture and servicing of medical (MRI) equipment which is conducted directly by FONAR, and diagnostic facilities management services, which is conducted through Fonar's wholly-owned subsidiary, Health Management Corporation of America. FORD MOTOR: February 2010 Sales Up 43% From Last Year ----------------------------------------------------- Ford Motor Company on Tuesday said higher sales for every brand and in every product category propelled the Company to a 43% sales increase in February versus a year ago. Compared with January, Ford's February sales are up 22%. February sales were higher throughout Ford's line-up. Cars were up 54% versus a year ago, utilities were up 39%, and trucks were up 36%. Among brands, Ford sales were up 46%, Lincoln sales were up 19%, and Mercury sales were up 24%. Year to date through February, Ford, Lincoln and Mercury sales totaled 250,050, up 34% versus a year ago. "The strength of our new products and Ford's leadership in quality, fuel efficiency, safety, smart design and value are resonating with customers," said Ken Czubay, Ford vice president, U.S. Marketing Sales and Service. "The good news is we have even more new products and fuel-efficient powertrains coming this year, and we expect our progress to continue." Ford said it remains committed to delivering the freshest line-up of new products in the U.S. industry. New or significantly upgraded vehicles this year include the Ford Fiesta, Focus, Edge and Edge Sport, Explorer, F-Series Super Duty, Transit Connect Electric, Lincoln MKX and an all-new small car for Mercury. In addition, the company is introducing nine new or upgraded fuel- efficient engines and six new transmissions this year. They include the new 2.0-liter EcoBoost engine, new Mustang V-6 and V- 8, new Super Duty 6.7-liter diesel and 6.2-liter gasoline engines. "This is the most ambitious powertrain upgrade ever undertaken by Ford," said Czubay. "Our goal is to provide our customers with industry-leading fuel economy and performance -- and more reasons to shop Ford and buy Ford." Ford estimates its February U.S. total market share was approximately 17% -- up 3 percentage points versus a year ago. In February, Ford sales to retail customers were 28% higher versus a year ago, and sales to fleet customers were up 74%. In the second quarter of 2010, Ford plans to produce 595,000 vehicles, up 144,000 vehicles (32%) versus the same period a year ago. Ford's first quarter production plan is 570,000 vehicles, unchanged from the prior forecast. A full-text copy of Ford's sales release is available at no charge at http://ResearchArchives.com/t/s?55fe Canada Sales Ford Motor Company of Canada, Limited saw sales jump 51% compared to last February, marking nine consecutive months of retail sales gain. February also saw record-breaking sales for several vehicles across the lineup including: the Ford Fusion, Taurus, Edge, Escape, F-Series, Lincoln MKS and MKX. Overall sales of cars increased 59.7% compared to last February and total truck sales jumped 49.2%. Market share also increased for the 16th consecutive month at Ford of Canada as the company finishes number one in Canada for the month of February. "We remain focused on what customers want and value and we're seeing those efforts pay off," said David Mondragon, president and CEO, Ford of Canada. "With the freshest showroom in the industry, we are confident the Ford lineup will continue to deliver positive results throughout the year." A full-text copy of Ford Canada's sales release is available at no charge at http://ResearchArchives.com/t/s?55fd On March 2, Ford confirmed that its global electric vehicles plan is extending to Europe with five full electric or hybrid vehicles across its C, CD and light commercial vehicle ranges coming for European customers by 2013. Ford will launch two zero-emission full battery-electric vehicles including the Transit Connect Electric light commercial vehicle in 2011 followed by the Ford Focus Electric in 2012. Three other vehicles -- two next- generation petrol hybrid-electric vehicles and a plug-in hybrid -- will be introduced in 2013. * * * Today's Troubled Company Reporter also reports that U.S. dealers of General Motors Co.'s Chevrolet, Buick, GMC and Cadillac reported sales of 138,849, up a combined 32% compared to February 2009. The results were driven by the continued strong growth of new GM crossovers and passenger cars, according to a statement by GM. According to Neal E. Boudette and Kevin Kingsbury at The Wall Street Journal, Ford surpassed GM in sales last month for the first time in at least 50 years, "presenting a new headache for the government-owned car maker as it struggles to return to profitability." According to the Journal, Ford said it sold 142,006 cars and light trucks in the U.S. in February, 43% more than a year ago -- and 471 more than GM. While Ford's results were boosted by sales to rental-car companies and other fleets, it was the first time since at least 1960 that Ford outsold its larger rival except for two months in 1998 when GM was hurt by strikes, the Journal says, citing Edmunds.com, an automotive data provider. GM's February sales rose 11.5%, to 141,535 vehicles. The Journal also notes that hours after the sales results were disclosed Tuesday, GM announced an overhaul of its top managers -- the second executive shuffle in three months. The Journal says the news underscored the impatience of GM Chief Executive Edward E. Whitacre Jr. and the heat GM is feeling from a resurgent Ford. GM executives have been feeling pressure to keep pace with Ford's sales and market-share gains, people familiar with the matter said, according to the Journal. In recent weeks, Mr. Whitacre and his North American president, Mark Reuss, began considering changes to boost the company's performance, the Journal says. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. At Sept. 30, 2009, the Company had US$203.106 billion in total assets against US$210.376 billion in total liabilities. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. As reported by the Troubled Company Reporter on Nov. 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. FREDDIE MAC: Needs Continued Support from Govt., Says S&P --------------------------------------------------------- Standard & Poor's Ratings Services said March 1 that Freddie Mac's (senior unsecured debt: AAA/Stable/--) reported fourth-quarter and full-year 2009 earnings are in line with its expectations for credit costs. Last week, Freddie Mac reported credit-related expenses of $7.1 billion, down from $7.9 billion for the third quarter. On the positive side, Freddie Mac's funding costs decreased, resulting in a net interest yield of 215 basis points (bps) versus 205 bps for the third quarter. Freddie Mac's write-down of its low-income housing tax partnerships was not unexpected due to the difficulty Freddie had in demonstrating the value of this asset, especially given the regulatory restrictions against selling or transferring these assets. The only significant intangible on Freddie Mac's books as of year- end 2009 was an $11.1 billion deferred tax asset. The company believes that potential recovery of unrealized losses on investment securities supports the value of this asset. Overall, S&P believes that Freddie Mac will continue to need the support of the U.S. Treasury to meet its financial obligations and maintain positive net worth well into 2010 and 2011. According to S&P, "We have four main observations on Freddie Mac's full-year 2009 results. First, we believe credit quality will continue to deteriorate, albeit at a more modest rate during 2010. Freddie Mac's serious delinquency rate (excluding structured transactions) was 3.87%, an increase of 54 bps from the third quarter. Single-family nonperforming assets are a significant 5.5% of the total single-family portfolio of approximately $2 trillion. Single-family charge-offs were $7.6 billion versus $2.7 billion for 2008. We expect charge-offs to accelerate as more delinquent loans are moved through the loan-resolution process, which includes modification attempts, and ultimately -- if needed -- foreclosure and real estate owned. Freddie Mac has been building reserves -- to$33.9 billion at year-end 2009 -- but they represent only 1.7% of the mortgage portfolio. We therefore expect provisioning to remain elevated during 2010. "Second, we expect earnings to remain challenged throughout 2010. Freddie Mac had a net loss of $21.6 billion for 2009, including the dividends to the U.S. Treasury. The net loss to common shareholders was $25.7 billion. By way of comparison, Freddie Mac reported a net loss of $50.1 billion ($50.8 billion including dividends) for full-year 2008. During 2009, Freddie Mac had $17.1 billion of net interest income, which is modest when compared to credit costs of $29.8 billion. For 2010, we believe that net interest income will likely be lower as funding costs stabilize and potentially increase, while credit costs will likely stay high." "Third, we believe that Freddie Mac will need additional funding from the U.S. Treasury. Freddie Mac has not required additional funding from the U.S. Treasury for the past three quarters, partly because of a reversal of some unrealized losses recorded in accumulated other comprehensive income. We believe, however, that continued earnings pressure will result in additional draws under the Treasury's Purchase Agreement as early as first-quarter 2010 when Freddie Mac realizes the impact of absorbing $1.8 trillion ($1.5 trillion after reclassifications and eliminations) in assets from the securitization trusts. Freddie Mac estimates this impact at $11.7 billion, whereas the company's current net worth position is $4.4 billion. "Fourth, we believe the dividend burden will become unsustainable. The liquidation preference of the company's senior preferred stock was $51.7 billion at year-end 2009. Based on this amount outstanding, Freddie Mac owes approximately $5.2 billion in annual dividends (at a 10% rate). We believe that the dividend burden will increase dramatically during the next few quarters, especially in light of the projected draws resulting from the consolidations." Standard & Poor's, a subsidiary of The McGraw-Hill Companies (NYSE:MHP), is the world's foremost provider of independent credit ratings, indices, risk evaluation, investment research, and data. With approximately 10,000 employees, including wholly owned affiliates, located in 23 countries and markets, Standard & Poor's is an essential part of the world's financial infrastructure and has played a leading role for more than 140 years in providing investors with the independent benchmarks they need to feel more confident about their investment and financial decisions. FREESCALE SEMICONDUCTOR: Has Deal to Extend Term Loans to 2016 -------------------------------------------------------------- Freescale Semiconductor, Inc., has entered into an amendment agreement to its senior secured credit facilities. The amendment agreement, among other things, allows Freescale to: (i) extend the maturity of certain of its term loans held by accepting lenders to December 1, 2016, and increase the interest rate with respect to such extended-maturity term loans from LIBOR plus 175 basis points to LIBOR plus 425 basis points, (ii) issue $750 million aggregate principal amount of senior secured notes, and (iii) issue additional senior secured notes to be secured on a pari passu basis with the obligations under the Credit Facility, so long as, among other things, the net cash proceeds from any future issuances of senior secured notes are used to prepay amounts outstanding under the Credit Facility at par. On February 19, 2010, Freescale issued $750 million aggregate principal amount of its 10-1/8% Senior Secured Notes due 2018 at an issue price of 100% of the principal amount of the notes, in a private placement to institutional buyers. The Notes mature on March 15, 2018, and bear interest at a rate of 10-1/8% per annum, payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2010. All of the proceeds from the offering were used to repay indebtedness outstanding under Freescale's the Credit Facility at par. The Notes were issued pursuant to an indenture, dated as of February 19, 2010, among Freescale, certain direct and indirect parent companies, certain subsidiaries of Freescale, and The Bank of New York Mellon Trust Company, N.A., as trustee. Freescale may redeem the Notes, in whole or in part, at any time prior to March 15, 2014 at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date, plus the applicable "make-whole" premium, as described in the Indenture. Freescale may redeem the Notes, in whole or in part, at any time on or after March 15, 2014, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date, plus a premium declining over time as set forth in the Indenture. In addition, at any time on or prior to March 15, 2013, Freescale may redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings, as described in the Indenture. If Freescale experiences certain change of control events, Note holders may require it to repurchase all or part of their Notes at 101% of the principal amount of the Notes, plus accrued and unpaid interest to the repurchase date. The Indenture contains covenants that, among other things, restrict the ability of Freescale, certain parent guarantors and restricted subsidiaries to, among other things, incur or guarantee additional indebtedness or issue preferred stock; pay dividends and make other restricted payments; incur restrictions on the payment of dividends or other distributions from restricted subsidiaries; create or incur certain liens; make certain investments; transfer or sell assets; engage in transactions with affiliates; and merge or consolidate with other companies or transfer all or substantially all of its assets. These covenants are subject to a number of other limitations and exceptions set forth in the Indenture. The Indenture also provides for customary events of default. The Notes are secured by a security agreement, dated February 19, 2010, by and between Freescale, the guarantors party thereto and Citibank, N.A., in its capacity as collateral agent for the holders of the Notes. The Notes are also secured by an intellectual property security agreement, dated February 19, 2010, by and between Freescale, the guarantors party thereto and Citibank, N.A., in its capacity as collateral agent for the holders of the Notes. About Freescale Semiconductor Freescale Semiconductor -- http://www.freescale.com/-- is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations around the world. The Company reported $5.11 billion in total assets and $8.98 billion in total liabilities resulting to a $3.87 billion stockholders' deficit as of Dec. 31, 2009. Freescale's corporate credit ratings from Standard & Poor's, Moody's and Fitch are 'B-', 'Caa1' and 'CCC', respectively. FREESCALE SEMICONDUCTOR: Files Patent Suit vs. Panasonic Et Al. --------------------------------------------------------------- Bolaji Ojo at EE Times reports that Freescale Semiconductor Inc. has filed a patent infringement complaint against three Japanese electronic equipment maker and their U.S. retailers before the International Trade Commission and is also suing the same OEMs before a federal court in Austin, Texas, alleging violation of three of its semiconductor patents. EE Times reports that Freescale Semiconductor is asking the ITC to ban the importation into the United States of certain electronic products made by Panasonic Corp. and several of its affiliated companies, Funai Corp. and JVC. EE Times says Freescale is also seeking an order barring the sale of certain products made by the defendants, including TVs, media players, video cameras and cameras, by certain retailers, including Best Buy Co. Inc., B&H Foto & Electronics Corp., Wal- Mart Stores Inc. and Computer Nerds International Inc. Other companies mentioned in the lawsuit include Huppin's Hi-Fi Photo & Video Inc., Buy.com Inc., Liberty Media Corp., Crutchfield Corp. and QVC Inc. Mr. Ojo says a spokesman for Freescale told EE Times the company filed the ITC complaint and the Federal Court lawsuits following the breakdown of discussions to resolve the dispute. EE Times says the three patents cited by Freescale in the ITC complaint and the Federal Court lawsuit are No. 5,467,455, issued in Nov, 1995, No. 5,715,014 issued in Feb. 1998, and No. 7,199,306 issued in April 2007. All the patents were inherited by Freescale from former parent Motorola Inc. About Freescale Semiconductor Freescale Semiconductor -- http://www.freescale.com/-- is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations around the world. The Company reported $5.11 billion in total assets and $8.98 billion in total liabilities resulting to a $3.87 billion stockholders' deficit as of Dec. 31, 2009. Freescale's corporate credit ratings from Standard & Poor's, Moody's and Fitch are 'B-', 'Caa1' and 'CCC', respectively. GENERAL GROWTH: Fairholme's Berkowitz Likes Debt-for-Equity Swap ---------------------------------------------------------------- The Wall Street Journal's Kris Hudson and Jeffrey McCracken report that fund manager Bruce Berkowitz of Fairholme Capital Management said in an interview Monday that he is "not interested" in either of the bids currently on the table for General Growth Properties Inc. According to Journal, as the largest unsecured creditor of General Growth, Mr. Berkowitz said he would prefer to convert his holdings to new General Growth stock at a certain price instead of accepting the current offers to acquire or recapitalize General Growth. The Journal notes that Fairholme bought $2 billion of General Growth's $7 billion of unsecured debt in the past year at distressed prices. That makes Fairholme, a value investor that manages $14.7 billion of funds, a kingmaker of sorts in the takeover battle for General Growth, according to the Journal. As reported by General Growth Bankruptcy News and the Troubled Company Reporter, Simon Property Group Inc. has offered to buy General Growth in its entirety for $10 billion. However, on February 24, General Growth unveiled an agreement in principle with Brookfield Asset Management Inc., to invest in a proposed recapitalization of GGP. The General Growth-Brookfield plan values General Growth at $15 a share and the Simon offer at $9 a share. Mr. Berkowitz told the Journal he would prefer to convert his General Growth debt into new stock at a price of $8 a share -- well below the stock's current trading price. He would then invest another $500 million to buy additional stock at that price, he said. If General Growth can then get one or two more major creditors to follow suit, the company will have eliminated most of its unsecured debt, he added. "Eight dollars makes a lot of sense," Mr. Berkowitz said. "You can come up with higher numbers, but you have to take into account what they really mean. A higher stock price with a bunch of fees, contingencies and outs is different than an all-cash number." The Journal notes that Mr. Berkowitz's suggestion -- especially the $8 a share price -- would likely be opposed by General Growth stockholders who would argue that allowing Fairholme to convert to stock at such a low price unfairly dilutes the value of their holdings. General Growth's stock closed at $13.05 on Monday, down six cents, on the Pink Sheets over-the-counter exchange, the Journal relates. The $2.625 billion proposed equity commitment from Brookfield is not subject to due diligence or any financing condition and is expected to create a floor value for the purpose of raising additional equity for the company. Under the terms of the proposed plan: * GGP's existing shareholders will receive one share of new GGP common stock with an initial value of $10.00 per share, plus one share of General Growth Opportunities ("GGO") with an initial value of $5.00 per share, for total consideration of $15.00 per share * Unsecured creditors will receive par plus accrued interest * Brookfield will invest $2.5 billion at $10.00 per share for new GGP common stock and up to $125 million at $5.00 per share for GGO common stock The plan is subject to definitive documentation, approval of the Bankruptcy Court and higher and better offers pursuant to a bidding process to be approved by the Bankruptcy Court. "We know it is not automatic," Brookfield spokesman Denis Couture said last week, according to the Journal. "But, we look forward to working with them and through the court process." The Journal last week said under General Growth's plan to split itself in two to exit bankruptcy, the challenge will be for General Growth to assemble $7 billion in cash to pay its unsecured creditors. Simon and its partners have already amassed such a sum. The complete term sheet for the Brookfield plan is available at no charge at http://www.ggp.com/content/Docs/TermSheet_22410.pdf In a statement released Wednesday last week, Simon said its all- cash bid was superior to the Brookfield plan because it provided $10 billion "of real value . . . as compared to a complex piece of financial engineering that is so highly conditional as to be illusory." Simon's offer would provide a 100% cash recovery of par value plus accrued interest and dividends to all General Growth unsecured creditors, the holders of its trust preferred securities, the lenders under its credit facility, the holders of its Exchangeable Senior Notes and the holders of Rouse bonds, immediately upon the effectiveness of a definitive transaction agreement. This consideration to creditors totals approximately $7 billion. General Growth continues to solicit buyout proposals and recapitalization offers. The Journal further reports that in a court filing on Monday, General Growth said bids are due on May 18. It will then negotiate with bidders until June 22. Judge Allan Gropper is set to decide today how much more time, if any, General Growth's management will get for its exclusive control of that process. Lazard Ltd., J.P. Morgan and Morgan Stanley are acting as financial advisors to Simon and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Goldman Sachs & Co. and Barclays Capital served as financial advisors to Brookfield, and Willkie Farr & Gallagher LLP acted as legal counsel to Brookfield. About General Growth Properties Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Simon's CEO Doesn't See Antitrust Concerns ---------------------------------------------------------- The Wall Street Journal's Kris Hudson says Simon Property Group Inc. Chief Executive Officer David Simon said Tuesday at Citigroup Inc.'s annual CEO conference in Palm Beach, Florida, if his unsolicited bid for bankrupt rival General Growth Properties Inc. succeeds, antitrust concerns won't derail the combination. According to the Journal, Mr. Simon said retail real estate is so diverse and that there are so many options for retailers. "We're competing with the Internet," he said. "You have Wal-Mart [Stores Inc.], big-box retailers, department stores. I just don't see it being a big issue. But there's an education process I think the industry is going to have to go through." The Journal says if Simon's bid were to succeed, the deal would put Simon in control of more than 500 U.S. malls. Furthermore, it would mean roughly half of the U.S. malls with annual sales per square foot of $400 or more in Simon's hands. According to the Journal, that might trouble some retailers concerned that Simon would wield unrivaled clout in negotiating lease terms and influencing store openings and closings. As reported by General Growth Bankruptcy News and the Troubled Company Reporter, Simon has offered to buy General Growth in its entirety for $10 billion. However, on February 24, General Growth unveiled an agreement in principle with Brookfield Asset Management Inc., to invest in a proposed recapitalization of GGP. The General Growth-Brookfield plan values General Growth at $15 a share and the Simon offer at $9 a share. In a statement released Wednesday last week, Simon said its all- cash bid was superior to the Brookfield plan because it provided $10 billion "of real value . . . as compared to a complex piece of financial engineering that is so highly conditional as to be illusory." Simon's offer would provide a 100% cash recovery of par value plus accrued interest and dividends to all General Growth unsecured creditors, the holders of its trust preferred securities, the lenders under its credit facility, the holders of its Exchangeable Senior Notes and the holders of Rouse bonds, immediately upon the effectiveness of a definitive transaction agreement. This consideration to creditors totals approximately $7 billion. The $2.625 billion equity commitment from Brookfield is not subject to due diligence or any financing condition and is expected to create a floor value for the purpose of raising additional equity for the company. Under the terms of the proposed plan: * GGP's existing shareholders will receive one share of new GGP common stock with an initial value of $10.00 per share, plus one share of General Growth Opportunities with an initial value of $5.00 per share, for total consideration of $15.00 per share * Unsecured creditors will receive par plus accrued interest * Brookfield will invest $2.5 billion at $10.00 per share for new GGP common stock and up to $125 million at $5.00 per share for GGO common stock General Growth continues to solicit buyout proposals and recapitalization offers. The Journal further reports that in a court filing on Monday, General Growth said bids are due on May 18. It will then negotiate with bidders until June 22. Lazard Ltd., J.P. Morgan and Morgan Stanley are acting as financial advisors to Simon and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Goldman Sachs & Co. and Barclays Capital served as financial advisors to Brookfield, and Willkie Farr & Gallagher LLP acted as legal counsel to Brookfield. About General Growth Properties Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FEDERAL-MOGUL: Reports $43 Million Net Income for Fourth Quarter ---------------------------------------------------------------- Federal-Mogul Corporation (Nasdaq: FDML) reported strong Q4 2009 profitability, with higher gross margin, improved net income of $43 million, or $0.43 per diluted share, and $251 million record cash flow(2) with increased sales versus Q4 2008. The company improved financial performance in each consecutive quarter of 2009 as restructuring and cost reduction initiatives enhanced Federal- Mogul's operating leverage. Stronger demand in Q4 2009, coupled with savings from prior restructuring initiatives lifted gross margin and Operational EBITDA(1) percent of sales back to levels approaching those attained prior to the automotive market downturn. Financial Summary (in millions) 2009 ----------------------------------------- Q4 Q3 Q2 Q1 FY -- -- -- -- -- Net Sales $1,408 $1,380 $1,304 $1,238 $5,330 Gross Margin 225 212 198 158 792 pct. of sales 16.0% 15.4% 15.2% 12.8% 14.9% SG&A (164) (173) (170) (184) (690) pct. of sales 11.6% 12.5% 13.0% 14.9% 12.9% Net Income (loss) 43 10 3 (101) (45) attributable to Federal-Mogul Earnings (loss) Per Share 0.43 0.10 0.03 (1.02) (0.46) in dollars, diluted EPS Operational EBITDA(1) 170 134 129 70 503 pct. of sales 12.1% 9.7% 9.9% 5.7% 9.4% Cash Flow(2) $251 $112 $6 $(196) $173 2008 -------------- Q4 FY -- -- Net Sales $1,319 $6,866 Gross Margin 183 1,124 pct. of sales 13.9% 16.4% SG&A (162) (774) pct. of sales 12.3% 11.3% Net Income (loss) (530) (468) attributable to Federal-Mogul Earnings (loss) Per Share (5.36) (4.69) in dollars, diluted EPS Operational EBITDA(1) 113 762 pct. of sales 8.6% 11.0% Cash Flow(2) $181 $119 "The strong and profitable fourth quarter shows the benefits of higher sales combined with significant operational improvements throughout the year. Federal-Mogul's improved margins demonstrate that we have successfully converted incremental fourth quarter revenue at a higher level of profitability than in prior quarters. Our record $251 million cash flow is the result of increased profitability combined with effective working capital management and efficient capital investments," said Jose Maria Alapont, Federal-Mogul President and CEO. Federal-Mogul, on a year-over-year basis, reported Q4 2009 sales of $1.4 billion versus $1.3 billion in Q4 2008. The company reported that 17 percent of total revenue was generated outside the United States, Canada and Europe in Q4 2009, representing a 24 percent increase over the fourth quarter of 2008. Federal-Mogul continues to expand its market share positions, manufacturing capacity and engineering presence in China, India, Brazil and other growth markets which have performed better during the global automotive downturn. Federal-Mogul benefits from strong customer, market and product diversity, with no single customer accounting for more than 5 percent of global revenue in 2009. Gross margin was $225 million or 16 percent of sales in Q4 2009 a $42 million or 2.1 percentage point margin improvement versus $183 million or 13.9 percent in the same period of 2008. The company's ability to attain significantly higher gross margin than in Q4 2008 reflects the increasing benefit of Federal-Mogul's variable cost company strategy including the restructuring and cost reduction initiatives largely completed during 2009. "We have reduced the run-rate of the company's global cost base by approximately $460 million annually, while simultaneously making strategic investments in leading technology and innovation, best cost global manufacturing and better processes and systems for world-class quality, cost competitiveness and customer support," Mr. Alapont explained. Net income was $43 million in Q4 2009 versus a net loss of $(530) million in Q4 2008. Federal-Mogul's Operational EBITDA(1) for Q4 2009 was $170 million or 12.1 percent of sales, a $57 million or 3.5 percentage point increase, compared to $113 million or 8.6 percent of sales reported during the fourth quarter a year ago. The company achieved an all-time record quarterly cash flow(2) of $251 million in Q4 2009, a $70 million increase over Q4 2008. As a result, Federal-Mogul has $1.5 billion of liquidity with over $1.0 billion of cash and an unused revolver of $0.5 billion. "Federal-Mogul continued to improve sequential quarterly operating performance as a result of the increasingly positive effect of our cost reduction and restructuring initiatives combined with the ongoing financial market and automotive industry stabilization." "Through our global efforts, the company improved sales, raised operating margins, reduced SG&A, improved Operational EBITDA(1) and significantly increased cash flow in each successive quarter," Mr. Alapont said. Federal-Mogul, for full year 2009, reported sales of $5.3 billion or a decline of about $1.5 billion versus full year 2008. The global automotive and financial market downturn depressed industry volumes throughout most of 2009. On a constant dollar basis, when compared to 2008, Federal-Mogul's 2009 sales were down 19 percent or $1.2 billion. The company reported a net loss of $(45) million in full year 2009, versus a net loss of $(468) million in 2008. When adjusting net income for impairments and restructuring charges relating to the company's capacity rationalization, Federal-Mogul achieved break-even results in 2009, which demonstrates the effectiveness of the company's variable cost strategy to maximize earnings and cash flow performance. "Together with our 2009 financial performance, our product and market strategy was well-aligned with global customer needs. We are well positioned to meet market demands for improved fuel economy, reduced emissions and greater vehicle safety. Our strong cash flow and significantly improved liquidity provides the necessary flexibility to pursue portfolio enhancements or footprint realignment to accelerate our progress in spite of changing market conditions," said Mr. Alapont. "Further, we are implementing strategies to increase our sales to customers in the Energy, Industrial and Transport (EIT) market segments, where we generate about 9 percent of our total revenue today. We believe business segments like the expanding wind energy market, improving industrial markets and growth in the global supply chain will increasingly benefit Federal-Mogul, due to our specialized products to serve these segments." "Our performance throughout 2009 is indicative of the proactive and effective steps taken by Federal-Mogul to counter the impact of the financial markets downturn in 2009. We believe our progressively improving performance in 2009 establishes a strong indication of our ability to generate sustainable global profitable growth. We remain optimistic that the global markets will strengthen in 2010 and we expect to continue to drive further earnings efficiency within our existing infrastructure, while capitalizing on increasing sales in mature and new growth markets," Mr. Alapont concluded. A full-text-copy of Federal-Mogul Corp.'s Annual and Fourth Quarter 2009 Results filed on Form 10-K is available at no charge at http://researcharchives.com/t/s?5495 Federal-Mogul Corporation Balance Sheets (In millions) ASSETS Dec. 31 Dec. 31 2009 2008 ------- ------- Current Assets: Cash and equivalents $1,034 $888 Accounts receivable 950 939 Inventories, net 823 894 Prepaid expenses & other current assets 221 267 -------- -------- Total current assets 3,028 2,988 Property, plant and equipment, net 1,834 1,911 Goodwill & indefinite-lived intangible assets 1,427 1,430 Definite-lived intangible assets, net 515 564 Other non-current assets 323 343 -------- -------- Total Assets $7,127 $7,236 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Short-term debt, including current portion of long-term debt $97 $102 Accounts payable 537 622 Accrued liabilities 410 483 Current portion of postemployment benefit liability 61 61 Other current liabilities 175 204 -------- -------- Total current liabilities 1,280 1,472 Long-term debt 2,760 2,768 Postemployment benefits 1,298 1,240 Long-term portion of deferred income taxes 498 554 Other accrued liabilities 192 206 Shareholders' equity: Preferred stock - - Common stock 1 1 Additional paid-in capital, including warrants 2,123 2,123 Accumulated deficit (513) (468) Accumulated other comprehensive loss (571) (688) Treasury stock, at cost (17) (17) -------- -------- Total Federal-Mogul Shareholders' Equity 1,023 951 -------- -------- Noncontrolling interests 76 45 -------- -------- Total Shareholders' Equity 1,099 996 -------- -------- Total Liabilities and Shareholders' Equity $7,127 $7,236 ======== ======== Federal-Mogul Corporation Consolidated Statements of Operations (In millions) Twelve Months Ended December 31 ------------------- 2009 2008 ------ ------ Net sales $5,330 $6,866 Cost of products sold (4,538) (5,742) --------- --------- Gross margin 792 1,124 Selling, general & administrative expenses (690) (774) Adjustment of assets to fair value (17) (451) Interest expense, net (132) (180) Amortization expense (49) (76) Chapter 11 & U.K. Administration expenses (3) (17) Equity earnings of unconsolidated affiliates 16 23 Restructuring expense, net (32) (132) Other income, net 43 37 --------- --------- Income (loss) before Income Taxes (72) (446) Income Tax Benefit (Expense) 39 (19) --------- --------- Net Income (Loss) (33) (465) Less net (income) loss attributable to noncontrolling interests (12) (3) --------- --------- Net Income (Loss) attributable to Federal-Mogul ($45) ($468) ========= ========= Federal-Mogul Corporation Consolidated Statements of Operations (In millions) Three Months Ended December 31 ------------------- 2009 2008 ------ ------ Net sales $1,408 $1,319 Cost of products sold (1,183) (1,136) --------- --------- Gross margin 225 183 Selling, general & administrative expenses (164) (162) Adjustment of assets to fair value (16) (451) Interest expense, net (32) (43) Amortization expense (12) (19) Chapter 11 & U.K. Administration expenses - (2) Equity earnings of unconsolidated affiliates 7 3 Restructuring expense, net 7 (118) Other income, net 3 24 --------- --------- Income (loss) before Income Taxes 18 (585) Income Tax Benefit (Expense) 28 53 --------- --------- Net Income (Loss) 46 (532) Less net (income) loss attributable to noncontrolling interests (3) 2 --------- --------- Net Income (Loss) Attributable to Federal-Mogul $43 ($530) ========= ========= Federal-Mogul Corporation Consolidated Statements of Cash Flows (In millions) Year Ended December 31 ------------------- 2009 2008 Cash Provided From (Used By) ------ ------ Operating Activities: Net (loss) income ($33) ($465) Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation and amortization 327 349 Cash received from 524(g) Trust 40 225 Payments to settle non-debt liabilities subject to compromise, net (51) (23) Chapter 11 and U.K. Administration related reorganization expenses 3 17 Payments for Chapter 11 and U.K. Administration related reorg. expenses (6) (48) Adjustment of assets to fair value 17 451 Restructuring expense, net 32 132 Payments against restructuring liabilities (94) (40) Gain on involuntary conversion (7) (12) Insurance proceeds from involuntary conversion, excluding capital 7 24 Gain on sale of debt investment (8) - Change in postemployment benefits, including pensions 48 (11) Change in deferred taxes (34) 49 Changes in operating assets & liabilities: Accounts receivable 14 89 Inventories 93 122 Accounts payable (82) (61) Other assets and liabilities 62 (171) --------- --------- Net Cash Provided From Operating Activities 328 627 Cash Provided From (Used By) Investing Activities: Expenditures for property, plant & equipment (176) (320) Net settlement from sale of debt investment 8 - Net proceeds from the sale of property 2 13 Insurance proceeds from involuntary conversion of capital - 6 Payments to acquire business - (5) --------- --------- Net Cash Used by Investing Activities (166) (306) Cash Provided From (Used By) Financing Activities: Proceeds from borrowings on exit facilities - 2,082 Repayment of Tranche A, Revolver & PIK Notes - (1,791) Principal payments on exit facilities (30) (22) (Decrease) increase in short-term debt - (18) (Decrease) increase in other long-term debt (8) (29) Purchase of treasury stock - (17) Net proceeds (payments) from factoring arrangements 4 (7) Debt amendment/issuance fees (1) (1) --------- --------- Net Cash (Used By) Provided From (35) 197 Investing Activities Effect of foreign currency exchange rate fluctuations on cash 19 (55) --------- --------- Increase (Decrease) in Cash and Equivalents 146 463 Cash and equivalents at beg. of period 888 425 --------- --------- Cash and equivalents at end of period $1,034 $888 ========= ========= Federal-Mogul Corporation Reconciliation of Non-GAAP Financial Measures (In millions) Twelve Months Ended December 31 ------------------- 2009 2008 ------ ------ Net income (loss) ($33) ($465) Depreciation and amortization 327 349 Chapter 11 and U.K. Administration related reorganization expense 3 17 Interest expense, net 132 180 Income tax (benefit) expense (39) 19 Restructuring, net 32 132 Adjustment of assets to fair value 17 451 Expense associated with U.S. based funded pension plans 66 5 Fresh-start inventory adjustment - 68 Other (2) 6 --------- --------- $503 $762 Operational EBITDA ========= ========= Net cash provided from operating activities: $328 $627 Adjustments: Cash received from 524(g) Trust (40) (225) Net payments for implementation of the Plan, including settlement of non-debt liabilities subject to compromise 51 23 --------- --------- Cash provided from operations, excl. the impacts of the Plan 339 425 --------- --------- Cash used by investing activities (166) (306) --------- --------- Cash Flow $173 $119 ========= ========= Federal-Mogul Corporation Reconciliation of Non-GAAP Financial Measures (In millions) Three Months Ended December 31 ------------------- 2009 2008 ------ ------ Net income (loss) $46 ($532) Depreciation and amortization 86 83 Chapter 11 and U.K. Administration related reorganization expense - 2 Interest expense, net 32 43 Income tax (benefit) expense (28) (53) Restructuring, net (7) 118 Adjustment of assets to fair value 16 451 Expense associated with U.S. based funded pension plans 17 1 Fresh-start inventory adjustment - - Other 8 - --------- --------- $170 $113 Operational EBITDA ========= ========= Net cash provided from operating activities: $280 $252 Adjustments: Cash received from 524(g) Trust - - Net payments for implementation of the Plan, including settlement of non-debt liabilities subject to compromise - 1 --------- --------- Cash provided from operations, excl. the impacts of the Plan 280 253 --------- --------- Cash used by investing activities (29) (72) --------- --------- Cash Flow $251 $181 ========= ========= About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. GENERAL MOTORS: February 2010 Sales Up 32% From Last Year --------------------------------------------------------- U.S. dealers of General Motors Co.'s Chevrolet, Buick, GMC and Cadillac reported sales of 138,849, up a combined 32% compared to February 2009. The results were driven by the continued strong growth of new GM crossovers and passenger cars. GM's Chevrolet, Buick, GMC and Cadillac brands continue to build momentum in the marketplace, according to Susan Docherty, GM vice president, Sales, Service and Marketing. "Although we've been operating as a new company with four brands for just seven months, our February results demonstrate that our long-term plan is already paying dividends," Ms. Docherty said. Retail sales for GM's four brands were up 7% for the month, driven by strong consumer demand for GM's crossovers. February retail sales of GM's newest crossovers -- Chevrolet Equinox, GMC Terrain and Cadillac SRX -- were up 198% compared to the vehicles they replaced. This was the seventh month in a row that retail sales of these vehicles were up more than 100%. "We'll earn every sale by delivering the value customers expect, in the vehicle they want," said Ms. Docherty. "Our sales results for the Chevrolet Equinox, GMC Terrain and Cadillac SRX show these vehicles have what customers are looking for today -- style, fuel efficiency, quality and the safety and security of OnStar." Month-end dealer inventory in the U.S. stood at 420,000, which is 30,000 higher compared to January 2010, and 361,000 lower than February 2009. Other Key Facts: -- Chevrolet: total sales up 32%; retail sales up 1%; Chevrolet Equinox retail sales increased 121% -- Buick: total sales up 47%; retail sales up 18%; Buick LaCrosse retail sales rose 100% -- GMC: total sales up 26%; retail sales up 25%; GMC Terrain retail sales were up 303% (compared to the Pontiac Torrent -- the vehicle it replaced) -- Cadillac: total sales up 32%; retail sales up 13%; Cadillac SRX retail sales were up 490% * * * Today's Troubled Company Reporter also reports that Ford Motor Company said higher sales for every brand and in every product category propelled the Company to a 43% sales increase in February versus a year ago. Compared with January, Ford's February sales are up 22%. February sales were higher throughout Ford's line-up. Cars were up 54% versus a year ago, utilities were up 39%, and trucks were up 36%. Among brands, Ford sales were up 46%, Lincoln sales were up 19%, and Mercury sales were up 24%. According to Neal E. Boudette and Kevin Kingsbury at The Wall Street Journal, Ford surpassed GM in sales last month for the first time in at least 50 years, "presenting a new headache for the government-owned car maker as it struggles to return to profitability." According to the Journal, Ford said it sold 142,006 cars and light trucks in the U.S. in February, 43% more than a year ago -- and 471 more than GM. While Ford's results were boosted by sales to rental-car companies and other fleets, it was the first time since at least 1960 that Ford outsold its larger rival except for two months in 1998 when GM was hurt by strikes, the Journal says, citing Edmunds.com, an automotive data provider. GM's February sales rose 11.5%, to 141,535 vehicles. The Journal also notes that hours after the sales results were disclosed Tuesday, GM announced an overhaul of its top managers -- the second executive shuffle in three months. The Journal says the news underscored the impatience of GM Chief Executive Edward E. Whitacre Jr. and the heat GM is feeling from a resurgent Ford. GM executives have been feeling pressure to keep pace with Ford's sales and market-share gains, people familiar with the matter said, according to the Journal. In recent weeks, Mr. Whitacre and his North American president, Mark Reuss, began considering changes to boost the company's performance, the Journal says. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 204,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Overhauls North American Sales Operations --------------------------------------------------------- General Motors Co. on Tuesday unveiled a restructured North American organization with a number of key leadership changes. GM North America is focused on strengthening consideration for the company's brands and products, shifting from a combined sales and marketing organization to one that enables the company to engage experts in each respective role. With a flatter structure, accountability is elevated to the highest level. "It's become extremely clear to me since taking this role that there is a better way to structure this organization," said Mark Reuss, GM North America president. "The premise of the structure is simple -- a clearer marketing focus to sell more vehicles, and freeing our sales and service experts to focus on customers and dealers. "In order to be successful in North America, we need the right mix of product, people and structure," Mr. Reuss continued, "We've worked with a small group of executives to align this model and appoint the best candidates for each job." All appointments are effective immediately. Marketing Organization As the single point for marketing, Susan Docherty is appointed vice president, U.S. marketing, reporting to Mr. Reuss. Senior executives reporting to Ms. Docherty, responsible for the marketing of their respective brands include: -- Jim Campbell, U.S. marketing vice president, Chevrolet; -- Don Butler, U.S. marketing vice president, Cadillac. Butler rejoins the company from INRIX; and, -- John Schwegman, U.S. marketing vice president, Buick-GMC. Schwegman was most recently Chevrolet product marketing director. Sales Organization Reinforcing the company's intense focus on the customer, sales leaders for the brands also reporting directly to Mr. Reuss include: -- Alan Batey, vice president, sales and service, Chevrolet. Batey was most recently president and managing director of GM's Holden operations in Australia. A replacement for Batey will be named at a later date; -- Brian Sweeney remains with the Buick-GMC as U.S. sales and service vice president; -- Kurt McNeil, U.S. sales and service vice president, Cadillac. McNeil was previously general sales manager, Chevrolet. Bryan Nesbitt is leaving Cadillac and returning to his home organization as executive director, advanced concept group, reporting to Ed Welburn, vice president, global design. Reporting to Mr. Reuss, Steve Carlisle is appointed vice president, U.S. sales operations, responsible for dealer network, retail sales support and fleet & commercial. Carlisle was most recently executive director, GM South East Asia Operations, and president, managing director, GM Thailand. Carlisle will be replaced by Martin Apfel, who will report to Tim Lee, president of GM International Operations. Apfel was most recently executive director of global manufacturing and planning. Senior executives reporting to Carlisle, responsible for their respective functions include: -- Jim Bunnell, general director, network support; and -- Brian Small, general manager, fleet & commercial; A general manager, retail sales support will be named at a later date. "This structure has been developed with as few layers as possible between me, the dealer and the customer," said Mr. Reuss. "By removing layers and giving leaders increased accountability, we allow them to move faster and focus on what needs to be done." Other Key North American Organizations In addition to direct lines for marketing and sales, the following key North American organizations will report directly to Mr. Reuss. New appointments include: -- Chris Preuss, vice president and president, OnStar. Preuss was most recently vice president, Communications, reporting to Ed Whitacre. Preuss succeeds Walt Dorfstatter, who will assume an executive director role in global product operations. A replacement for Preuss will be named at a later date; -- Kevin Williams, president and managing director, GM Canada. Most recently, Williams was responsible for leading service & parts operations (SPO). He succeeds Arturo Elias, who will take a position in the company's public policy center, reporting to John Montford, senior advisor, public policy; -- Steve Hill, general manager, GM customer care and aftersales. Most recently Hill was general manager, retail sales support. These executives continue in their current positions: -- Grace Lieblein, president and managing director, GM de Mexico; -- Diana Tremblay, vice president, manufacturing and labor relations; and -- Chuck Stevens, chief financial officer for North America. -- Mary Sipes returns to portfolio planning as executive director, North American product planning, a key interface to the global engineering and product development organizations. In this position, she reports to Jon Lauckner, vice president global product planning. Sipes was previously executive director, corporate planning. The North American team is also supported with executives from key functions including human resources, legal, information technology, and communications. "This is my team. Leaders with exceptional talent from around the world, combined with strategic thinking from outside. They are the right team for GM North America now, hand-picked and put in place to win," concluded Mr. Reuss. * * * According to Neal E. Boudette and Kevin Kingsbury at The Wall Street Journal, GM announced the overhaul of its top managers hours after sales results were disclosed Tuesday. The Journal notes this is the second executive shuffle in three months. The Journal says the news underscored the impatience of GM Chief Executive Edward E. Whitacre Jr. and the heat GM is feeling from a resurgent Ford. GM executives have been feeling pressure to keep pace with Ford's sales and market-share gains, people familiar with the matter said, according to the Journal. In recent weeks, Mr. Whitacre and his North American president, Mark Reuss, began considering changes to boost the company's performance, the Journal says. The Journal says Ford surpassed GM in February sales for the first time in at least 50 years, "presenting a new headache for the government-owned car maker as it struggles to return to profitability." Today's Troubled Company Reporter reports that U.S. dealers of GM's Chevrolet, Buick, GMC and Cadillac reported sales of 138,849, up a combined 32% compared to February 2009. The results were driven by the continued strong growth of new GM crossovers and passenger cars, according to a statement by GM. The TCR also reports that Ford said higher sales for every brand and in every product category propelled the Company to a 43% sales increase in February versus a year ago. Compared with January, Ford's February sales are up 22%. February sales were higher throughout Ford's line-up. Cars were up 54% versus a year ago, utilities were up 39%, and trucks were up 36%. Among brands, Ford sales were up 46%, Lincoln sales were up 19%, and Mercury sales were up 24%. According to the Journal, Ford said it sold 142,006 cars and light trucks in the U.S. in February, 43% more than a year ago -- and 471 more than GM. While Ford's results were boosted by sales to rental-car companies and other fleets, it was the first time since at least 1960 that Ford outsold its larger rival except for two months in 1998 when GM was hurt by strikes, the Journal says, citing Edmunds.com, an automotive data provider. GM's February sales rose 11.5%, to 141,535 vehicles. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 204,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Recalls 1.3-MM Cars to Fix Power Steering Assist ---------------------------------------------------------------- General Motors will conduct a safety recall of 1.3 million compact cars to replace a motor in the power steering system. Vehicles affected are: * 2005-2010 Chevrolet Cobalt; * 2007-2010 Pontiac G5; * 2005-2006 Pontiac Pursuit sold in Canada, and * 2005-2006 Pontiac G4 sold in Mexico. GM told the National Highway Traffic Safety Administration about the voluntary recall on Monday after concluding an investigation that began in 2009. NHTSA opened an investigation Jan. 27 into approximately 905,000 Cobalt models in the United States after receiving more than 1,100 complaints of loss of power steering assist, 14 crashes and one injury. "After our in-depth investigation, we found that this is a condition that takes time to develop. It tends to occur in older models out of warranty," said Jamie Hresko, GM Vice President of Quality. "Recalling these vehicles is the right thing to do for our customers' peace of mind. "While greater steering effort under 15 mph may be required, if the customer experiences loss of power steering assist, it is important to note that the vehicle can still be safely controlled because the customer can still steer the vehicle," Hresko said. "When the condition occurs, both a chime will sound and a `Power Steering' message will be displayed." Plans for the remedy are being developed. Customers will be notified when the plan is finalized. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 204,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Seaport Sues Over $3.25-Mil. Claim Buy ------------------------------------------------------ According to Bloomberg News, the Seaport Group LLC said it signed a contract to buy Dale Earnhardt Inc.'s $3.25 million claim against General Motors Corp. for $783,604. However, Seaport Group is suing Deal Earnhard before the U.S. District Court for the Southern District of New York (Case No. 10-cv-1599) after reneging on the deal. Seaport wants the Court to force Dale Earnhardt to deliver the claim or to award money damages. Seaport says that the company refused to honor the deal after the value of the claim increased dramatically. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GLEN ROSE: Posts $398,474 Net Loss in Q3 Ended December 31 ---------------------------------------------------------- Glen Rose Petroleum Corp. reported a net loss of $398,474 on oil and gas sales of $33,660 for the three months ended December 31, 2009, compared to a net loss of $704,501 on oil and gas sales of $23,932 for the same period ended December 31, 2008. Loss from operations decreased from $705,590 for the three months ended December 31, 2008, to $368,131 for the three months ended December 31, 2009. Nine Months Results Oil and gas sales increased $998, or approximately 1%, from $96,803 for the nine months ended December 31, 2008, to $97,801 for the nine months ended December 31, 2009. Loss from operations decreased from $2,077,159 for the nine months ended December 31, 2008, to $882,183 for the nine months ended December 31, 2009. Net loss decreased $1,092,551, from $2,076,819 for the nine months ended December 31, 2008, to $984,268 loss for the nine months ended December 31, 2009. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $6,452,580, total liabilities of $3,630,305, and total shareholders' equity of $2,822,275. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $305,527 in total current assets available to pay $3,326,119 in total current liabilities. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?54c7 Going Concern Uncertainty Revenues have not been adequate to support the Company's operations. Current liabilities increased from $2,948,077 at March 31, 2009, to $3,326,119 at December 31, 2009, an increase of $378,042 or approximately 13%. Even though the Company has reduced costs in 2009, cash inflow during these nine-months has been insufficient to meet overhead costs. The Company has a working capital deficit of $3,020,592 at December 31, 2009, as compared to a working capital deficit of $2,702,752 at March 31, 2009, an increase of $317,840 or approximately 12%. The increase in working capital deficit resulted primarily from the increase in current liabilities due to increases in development and production costs during the quarter ending December 31, 2009. The Company's substantial losses from operations and working capital deficit raise substantial doubt as to the Company's ability to continue as a going concern. The Company had a net loss of $984,268 for the nine months ended December 31, 2009, and a net loss of $2,181,974 for the fiscal year ended March 31, 2009, and, as of the same periods, the Company had an accumulated deficit of $49,417,037, and $48,432,770, respectively. "Unless we are able to attract the financing needed to develop our properties, there can be no assurance that we will be able to continue as a going concern." About Glen Rose Petroleum Dallas-based Glen Rose Petroleum Corp. (Nasdaq: GLRP) -- http://www.glenrosepetroleum.com/-- owns UHC Petroleum Corporation, a Texas corporation, which is a licensed operator with the Texas Railroad Commission. UHC Petroleum is an independent producer of natural gas and crude oil based in Dallas, Texas and Edwards County, Texas. UHC Petroleum operates the Wardlaw Field, which lies in Edwards County, Texas in the southeast portion of the Val Verde Basin and is approximately 28 miles west of Rocksprings and 550 miles west of Dallas. UHC Petroleum has a gross working interest of 100% and a net revenue interest of 75% of the Wardlaw Field. The lease terms provide that the leases on the entire acreage is extended by a period of 90 days each time a well (successful or not) is drilled; therefore, based on drilling to date, the primary lease term currently extended to 2014. GMAC INC: Ally Bank Told to Reduce Deposit Interest Rates --------------------------------------------------------- GMAC Inc.'s Ally Bank unit was told by the Federal Deposit Insurance Corp. to reduce interest rates on deposits. "The FDIC has indicated that it expects GMAC to diversify Ally Bank's overall funding and to focus on reducing Ally Bank's overall funding costs including the interest rates paid on Ally Bank deposits," GMAC said in its annual report on Form 10-K. "Any such actions could limit Ally Bank's ability to grow and maintain deposits, which could have a material adverse impact on the funding and capital position of GMAC." About GMAC Inc GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. As a global, independent financial services institution, GMAC's diversified business operations include automotive finance, mortgage operations, insurance, commercial finance and online banking. GMAC Inc. was founded in 1919 as a wholly owned subsidiary of General Motors Corporation. On November 30, 2006, General Motors Corporation sold a 51% interest in the Company to FIM Holdings LLC, an investment consortium led by Cerberus FIM Investors, LLC, the sole managing member. On December 24, 2008, the Board of Governors of the Federal Reserve System approved the Company's application to become a bank holding company under the Bank Holding Company Act of 1956, as amended. In connection with this approval, GM and FIM Holdings were required to significantly reduce their voting equity ownership interests in GMAC. These reductions in ownership occurred in 2009. Ally Bank, a unit of GMAC Financial Services, is an online U.S. bank that provides an array of products, including online savings accounts, money-market savings accounts and a variety of no penalty certificates of deposit. The bank was founded on three core values: talking straight, doing what's right and being obviously better than the competition. Ally Bank's total assets were $42.5 billion at the end of the second quarter of 2009. Headquartered in Minneapolis, Minnesota, Residential Capital LLC -- http://www.rescapholdings.com/-- is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. ResCap's balance sheet at June 30, 2009, showed total assets of $22.00 billion, total liabilities of $20.95 billion, and total stockholders equity of $1.05 billion. * * * For the 2009 full year, GMAC reported a net loss of $10.3 billion, compared to net income of $1.9 billion in 2008. GMAC reported that as of Dec. 31, 2009, it had $172.306 billion in total assets and total debt of $98.313 billion. GMAC says there is substantial doubt about ResCap's ability to continue as a going concern. GMAC says that should ResCap file for bankruptcy, its investment related to ResCap's equity position would likely be reduced to zero. In February 2010, Moody's Investors Service upgraded the senior unsecured rating of GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable rating outlook. At the end of January, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on both GMAC and Residential Capital to 'B' from 'CCC'. GMAC INC: ResCap to Continue to Rely for Support in Near-Term ------------------------------------------------------------- GMAC Inc. said in its annual report on Form 10-K that it has taken actions to minimize further adverse effects on GMAC and Ally Bank from any significant future losses related to Residential Capital Inc.'s legacy mortgage business. GMAC said that it continues to explore alternatives for unit Residential Capital Inc. GMAC said, "While we have executed on a plan to reduce our exposure to adverse economic conditions, we expect the ResCap legal entity to continue to rely on GMAC for support in the near-term." GMAC warned, "If ResCap were to file for bankruptcy, ResCap's repayments of its financing facilities, including those with us, will be subject to bankruptcy proceedings and regulations, or ResCap may be unable to repay its financing facilities. In addition, we could be an unsecured creditor of ResCap to the extent that the proceeds from the sale of our collateral are insufficient to repay ResCap's obligations to us. In addition, it is possible that other ResCap creditors would seek to recharacterize our loans to ResCap as equity contributions or to seek equitable subordination of our claims so that the claims of other creditors would have priority over our claims." About GMAC Inc GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. As a global, independent financial services institution, GMAC's diversified business operations include automotive finance, mortgage operations, insurance, commercial finance and online banking. GMAC Inc. was founded in 1919 as a wholly owned subsidiary of General Motors Corporation. On November 30, 2006, General Motors Corporation sold a 51% interest in the Company to FIM Holdings LLC, an investment consortium led by Cerberus FIM Investors, LLC, the sole managing member. On December 24, 2008, the Board of Governors of the Federal Reserve System approved the Company's application to become a bank holding company under the Bank Holding Company Act of 1956, as amended. In connection with this approval, GM and FIM Holdings were required to significantly reduce their voting equity ownership interests in GMAC. These reductions in ownership occurred in 2009. Ally Bank, a unit of GMAC Financial Services, is an online U.S. bank that provides an array of products, including online savings accounts, money-market savings accounts and a variety of no penalty certificates of deposit. The bank was founded on three core values: talking straight, doing what's right and being obviously better than the competition. Ally Bank's total assets were $42.5 billion at the end of the second quarter of 2009. Headquartered in Minneapolis, Minnesota, Residential Capital LLC -- http://www.rescapholdings.com/-- is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. ResCap's balance sheet at June 30, 2009, showed total assets of $22.00 billion, total liabilities of $20.95 billion, and total stockholders equity of $1.05 billion. * * * For the 2009 full year, GMAC reported a net loss of $10.3 billion, compared to net income of $1.9 billion in 2008. GMAC reported that as of Dec. 31, 2009, it had $172.306 billion in total assets and total debt of $98.313 billion. GMAC says there is substantial doubt about ResCap's ability to continue as a going concern. GMAC says that should ResCap file for bankruptcy, its investment related to ResCap's equity position would likely be reduced to zero. In February 2010, Moody's Investors Service upgraded the senior unsecured rating of GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable rating outlook. At the end of January, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on both GMAC and Residential Capital to 'B' from 'CCC'. GREEN PLANET: Posts $2.7-Mil. Net Loss in Q3 ended Dec. 31 ---------------------------------------------------------- Green Planet Group, Inc., reported a net loss of $2,722,402 for the three months ended December 31, 2009, compared to a net loss of $212,692 for the same period of the prior year. Net sales increased from $674,657 in 2008 to $15,721,209 in 2009 or an increase of $15,046,552. This increase was primarily due to the addition of the staffing business segment. Selling, general and administrative expense increased from $699,356 for the three months ended December 31, 2008, to $3,253,959 for the three months ended December 31, 2009. The increase was due to the increase in operating costs of the staffing segment, including interest and penalties of $140,561 related to underpayment of various state and federal payroll taxes, that was not present in the prior period and an increase in consulting costs and sales and promotional expenses. Nine Months Results The Company reported a net loss of $8,383,967 on net sales of $48,825,923 for the nine months ended December 31, 2009, compared to a net loss of $338,939 on net sales of $3,040,728 for the same period of 2008. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $20,214,459 in total assets and $33,293,705 in total liabilities, resulting in a $13,079,246 stockholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $5,933,962 in total current assets available to pay $26,721,895 in total current liabilities. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?55b9 Restatement of Previously Filed Financial Statements The Company has filed amended Forms 10-K/A for the year ended March 31, 2009, and prior and amended quarterly reports on Form 10-Q/A for the periods ended June 30, 2009, and September 30, 2009. This Form 10-Q for the period ended December 31, 2009, includes the restatements for the periods March 31, 2009, and December 31, 2009, and the cumulative effects of the changes to the 1st and 2nd quarters of fiscal year ending March 31, 2010. A full-text copy of the Company's Form 10-K/A for fiscal 2009 is available at no charge at: http://researcharchives.com/t/s?55dd A full-text copy of the Company's Form 10-Q/A for the fiscal 2010 first quarter ended June 30, 2009, is available at no charge at: http://researcharchives.com/t/s?55df A full-text copy of the Company's Form 10-Q/A for the fiscal 2010 second quarter ended September 30, 2009, is available for free at: http://researcharchives.com/t/s?55de Going Concern/Liquidity Considerations The Company anticipates that future sales of equity and debt securities to fully implement its business objectives and to raise working capital to support and preserve the integrity of the corporate entity will be necessary. There is no assurance that the Company will be able to obtain additional funding through the sales of additional equity or debt securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. In addition, the Company has $6,636,881 of outstanding payroll tax liabilities due the Internal Revenue Service and various states. The Company anticipates negotiating a payment plan with these agencies, but there is no assurance that the Company will be successful. In the event that the Company is unable to negotiate acceptable payment plans, the Company's operations could be negatively impacted including ceasing operations in certain states and jurisdictions. The Company has experienced net losses for the three months ended December 31, 2009, and 2008, and the nine months ended December 31, 2009, and 2008. The aggregate net losses for the last two fiscal years aggregated $2,696,277 (restated) and $3,722,529 (restated), respectively. The Company has funded its operations to date by borrowings from third parties and investors, a substantial portion of which are convertible into the Company's common stock, and underpayment of various state and federal payroll taxes. In the December 31, 2009 quarter the Company issued 5,453,346 common shares and recorded a value of $271,600 of common stock for services, interest, payables, acquisitions and stock option expense. The inability of the Company to raise capital through the private sale of common stock or through the issuance of debt instruments at acceptable prices and in a timely manner has had and will have a negative impact on the results of operations and viability of the Company. About Green Planet Scottsdale, Ariz.-based Green Planet Group, Inc. (OTC BB: GNPG) -- http://www.greenplanetgroup.com/-- operates in two industry segments: 1) a specialty energy conservation chemical company that produces and supplies technologies to the global transportation, industrial and consumer markets and 2) an employee staffing business which primarily provides staffing to the light industrial market. The energy technologies include gasoline, oil and diesel additives for engines and other transportation-related fluids and industrial lubricants. HC INNOVATIONS: Taps Reid and Riege as Bankruptcy Counsel --------------------------------------------------------- HC Innovations, Inc., et al., have sought authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Reid and Riege, P.C., as bankruptcy counsel. Reid and Riege will, among other things: a. take necessary action to enjoin and stay until final decree the continuation of judicial proceedings against the Debtors; b. represent the Debtors in connection with adversary proceedings which may be instituted in the Court; c. prepare on behalf of the Debtors the necessary applications, motions, complaints, answers, orders, reports and other legal papers; and d. perform other legal services for the Debtors which may be necessary herein. Jon P. Newton, a shareholder of Reid and Riege, says that prior to the filing date of the Debtors' Chapter 11 cases, Reid and Riege received a retainer of approximately $96,885.50 in connection with the cases. According to Mr. Newton, no agreement or understanding exists between Reid and Riege and any other person for the division of compensation received or to be received for services rendered in connection with the Chapter 11 cases nor will Reid and Riege share or agree to share the compensation paid or allowed for such services with any other person. Mr. Newton assures the Court that Reid and Riege is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Shelton, Connecticut-based HC Innovations, Inc., filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. Conn. Case No. 10-50355). The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. The Debtor's affiliates -- HM Strategies, Inc.; Enhanced Care Initiatives, Inc.; Enhanced Care Initiatives of Tennessee, Inc.; Enhanced Care Initiatives of Alabama, Inc.; Enhanced Care Initiatives of Massachusetts, Inc.; Enhanced Care Initiatives of New York, Inc.; and Texas Enhanced Care Initiatives, Inc. -- also filed separate Chapter 11 petitions. HEALTHSOUTH CORP: Joins JPMorgan, RBC Conferences ------------------------------------------------- HealthSouth Corporation is participating in the J.P. Morgan Global High Yield & Leveraged Finance Conference in Miami, Florida. The event began March 1 and will end today, March 3. As part of the conference, representatives of HealthSouth made a presentation on March 1, 2010, at 5:00 p.m. ET. The Company is also participating in the RBC Capital Markets Healthcare Conference, which began Tuesday and will also end today, in New York. HealthSouth representatives made a presentation and participated in a post-acute panel discussion on March 2, 2010, at 11:00 a.m. ET. Both presentations address, among other things, the Company's strategy, objectives, and financial performance and discuss industry trends and dynamics. The Company's slide presentation used in connection with its March 1, 2010 presentation at the J.P. Morgan Global High Yield & Leveraged Finance Conference and the March 2, 2010 presentation at the RBC Capital Markets Healthcare Conference, is available at no charge at http://ResearchArchives.com/t/s?55ed The Company uses "same store" comparisons to explain the changes in certain performance metrics and line items within its financial statements. Same store comparisons are calculated based on hospitals open throughout both the full current periods and throughout the full prior periods presented. The comparisons include the financial results of market consolidation transactions in existing markets, as it is difficult to determine, with precision, the incremental impact of these transactions on the Company's results of operations. As reported by the Troubled Company Reporter on February 25, 2010, HealthSouth reported declining net income of $128.8 million for the year ended December 31, 2009, from net income of $281.8 million for 2008 and net income of $718.7 million for 2007. Net operating revenues were $1.911 billion for 2009, compared to $1.829 billion for 2008 and $1.723 billion for 2007. For the fourth quarter of 2009, the Company reported net income of $46.9 million from net income of $190.2 million. Net operating revenues were $486.2 million from $460.8 million for 2008. As of December 31, 2009, the Company had total assets of $1.681 billion against total liabilities of $2.191 billion and convertible perpetual preferred stock of $387.4 million. A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?54bb A full-text copy of the Company's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?54bc About HealthSouth Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. HERITAGE SOUTHWEST: Non-Debtor Claims Sent to State Court --------------------------------------------------------- WestLaw reports that removed state law claims asserted by medical service providers would be equitably remanded to state court. The claims were purely state law claims between nondebtors, i.e., the medical service providers on the one hand and the health maintenance organization (HMO) that had failed to pay them for services rendered to HMO enrollees. Remand would not cause any duplication of effort, given that the trustee of another bankrupt provider's Chapter 7 estate had settled similar claims years earlier. The providers had also requested a jury trial. Finally, remand would not impact on the bankruptcy estate in any way and would ensure that court's resources were available for use in litigation that would have an impact on active, pending bankruptcy cases. In re Heritage Southwest Medical Group, P.A., --- B.R. --- -, 2010 WL 547412 (Bankr. N.D. Tex.). Heritage Southwest Medical Group, P.A., sought bankruptcy protection (Bankr. N.D. Tex. Case No. 01-30212), and certain doctors sued (Bankr. N.D. Tex. Adv. Pro. No. 04-3005) Aetna. The Honorable Steven A. Felsenthal, 309 B.R. 916, held that the doctors had failed to exhaust their administrative remedies. The providers moved to reopen their adversary proceeding. The Honorable Barbara J. Houser held that (1) the providers' delay in moving to reopen adversary proceeding did not preclude reopening on want of prosecution theory, and (2) the removed state law claims asserted by the medical service providers would be equitably remanded to state court. HORIZON HEALTH: Exmovere Holdings Delivers Monetary Default Notice ------------------------------------------------------------------ Exmovere Holdings, Inc., delivered written notice of monetary default to Horizon Health International Corp., which is traded on the OTC Pink Sheets as HZHI:PK, on February 22, 2010, pursuant to that certain Definitive Agreement made November 20, 2009, between Horizon and Exmovere. The agreement granted Horizon an exclusive distribution agreement for Canada covering Exmovere's Telepath and Chariot product lines. Horizon issued press releases regarding the Agreement on both November 23, 2009, and December 2, 2009, which can be found at: http://researcharchives.com/t/s?5602 Pursuant to the Agreement, Horizon was required to make an initial payment of $150,000 to Exmovere on December 31, 2009. Horizon failed to make the First Payment and also failed to make two subsequent payments and currently owes Exmovere $520,000. Horizon and Exmovere have not entered into an agreement of cancellation. Horizon has no unilateral right to cancel the Agreement. Pursuant to the Agreement, Exmovere was required to give Horizon until March 2, 2010, to cure the default. Horizon has not cured the default. After receipt of the Default Notice, without Exmovere's knowledge or consent, Horizon issued a press release on February 24, 2010, alleging that it had canceled the Agreement and failing to disclose the facts herein. Exmovere will pursue all legal remedies granted to it by law and the agreement after it makes a determination as to Horizon's solvency. Nothing in this press release is meant to imply that any of Horizon's other press releases contain inaccurate statements or misrepresentations. Exmovere notes that the Horizon has not made any disclosure filings with the Securities and Exchange Commission regarding its default under the Agreement. Accordingly, Exmovere has elected to notify interested parties of the Defaulting Party's failure to make such filing disclosing its default by issuing this press release disclosing such information. About Exmovere Holdings Exmovere Holdings, Inc., is a biomedical engineering company focused on government and consumer applications for healthcare, security and mobility. Exmovere's mission is to develop systems and technologies that make machines more intuitive, help families take care of each other and give hope to the disabled. To find out about the Chariot and the Telepath or other innovative products being developed by Exmovere, visit us at www.exmovere.com. About Horizon Health Based in Lewisville, Tex., Horizon Health Corp. owns/leases 15 behavioral healthcare hospitals and related facilities as of Feb. 28, 2007, which provide behavioral healthcare programs for children, adolescents, and adults. It serves as contract manager of clinical and related services, primarily of behavioral health and physical rehabilitation programs, offered by acute care hospitals in the United States. ICAHN ENTERPRISES: To Pay $0.25/Unit Distribution on March 30 ------------------------------------------------------------- Icahn Enterprises L.P. has declared a quarterly distribution of $0.25 per unit on its depositary units, payable in the first quarter of 2010. The distribution will be paid on March 30, 2010, to depositary unit holders of record at the close of business on March 15, 2010. Icahn Enterprises will discuss its fourth quarter and 2009 annual results on a conference call and Webcast on Thursday, March 4, 2010, at 10:00 a.m. EST. The Webcast can be viewed live on Icahn Enterprises' website at http://www.icahnenterprises.com. It will also be archived and made available at http://www.icahnenterprises.comunder the Investor Relations section. The toll-free dial-in number for the conference call in the United States is 800.938.1410. The international number is 702.696.4768. The access code for both is 59839386. About Ichan Icahn Enterprises L.P., a master limited partnership, is a diversified holding company engaged in five primary business segments: Investment Management, Automotive, Metals, Real Estate and Home Fashion. In January 2010, Moody's Investors Service affirmed the Ba3 Corporate Family Rating of Icahn Enterprises L.P. and assigned Ba3 ratings to $2 billion of new senior unsecured notes being issued by the company. The new debt is being offered in two tranches due in 2016 and 2018. The outlook on the ratings remains negative. INTRAWEST ULC: Reaches Deal on Debt Restructuring ------------------------------------------------- Fortress Investment Group LLC, which owns Intrawest ULC, has reached an agreement in principle with creditors to restructure its debt and avoid an auction of the company's properties, The Canadian Press reported, citing an unidentified source. As reported by the Troubled Company Reporter on January 22, 2010, Intrawest missed a $524 million debt payment, prompting lenders to put a notice in The Wall Street Journal and other U.S. newspapers seeking buyers for the Company's assets. According to The Canadian Press, Intrawest, owner of the Whistler Blackcomb Olympic ski venue, was reported to be slated for the auction block Monday. The auction has twice been pushed back from February 19. The report, citing a person familiar with the negotiations, relates that the new deal will allow Intrawest owner Fortress Investment to inject an additional $150-million of equity into the business to pay down debt and retain control of the resort company. The Canadian Press recounts that Fortress took on the debt to buy Intrawest in 2006 in a $2.8-billion leveraged buyout during the height of the real-estate bubble, but missed payments in December on a $1.4-billion (U.S.) loan. Creditors, led by Lehman Brothers and Davidson Kempner Capital, had twice extended debt repayment deadlines. The deal is now an agreement in principle and the parties have set an April 16 deadline to complete the negotiations. Vancouver-based Intrawest ULC owns a variety of mountain resorts in the U.S. and Canada. Publicly traded hedge fund Fortress Investment Group purchased Intrawest in 2006 for $2.8 billion in a highly leveraged buyout. LAMBERT PROPERTIES: Court Dismisses Chapter 11 Reorganization Case ------------------------------------------------------------------ The Hon. Margaret A. Mahoney of the U.S. Bankruptcy Court for the Southern District of Alabama dismissed the Chapter 11 case of Lambert Properties LLC. As reported in the Troubled Company Reporter on November 9, 2009, Regions Bank, a creditor and party-in-interest asked for the dismissal of the case, citing that: -- the Debtor's bankruptcy was filed in bad faith and must be dismissed; -- it is entitled to relief from the automatic stay since the Debtor has no equity in the property and bankruptcy involves a single asset real estate. The Debtor and the Bankruptcy Administrator consented to the dismissal of the case. The Court also ordered, that the U.S. will have an administrative claim of $325 for unpaid Chapter 11 quarterly fees for the quarter beginning January 1, 2010. Loxley, Alabama-based Lambert Properties, LLC, operates a real estate business. The Company filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case S.D. Ala. No. 09-14987). Barry A. Friedman, Esq., at Barry A. Friedman and Associates P.C., represents the Debtor in its restructuring effort. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. In its petition, the Debtor listed assets and debts both ranging from $1,000,001 to $10,000,000. LIONS GATE: Tipped to Get Miramax Assets for Up to $500-Mil. ------------------------------------------------------------ According to The Deal's Richard Morgan, Lions Gate Entertainment Corp. is tipped to acquire The Walt Disney Co.'s Miramax Film Corp. for between $300 million and $500 million. Mr. Morgan discusses how Lions Gate, its shareholder Carl Icahn, and even Miramax's founders Weinstein Co. LLC, would benefit from the deal. Mr. Morgan explains that: (A) Lions Gate would be a winner for obtaining Miramax's 700-film library "at a sweet multiple between 3.3 and 5.6 times cash flow." (B) Mr. Icahn may see his Lions Gate shares pop on investor appreciation for what a The Deal source reckons would be an "obscenely accretive" acquisition. (C) Weinstein Co. could negotiate with Lions Gate to retrieve the Miramax name, "which its founders desperately want to reclaim and which Lions Gate doesn't need." Mr. Morgan says Weinstein is the auction's presumptive runner-up now that Summit Entertainment LLC has exited. As reported by the Troubled Company Reporter on February 18, 2010, Mr. Icahn unveiled a tender offer for up to 13,164,420 of Lions Gate shares at US$6.00 per share in cash. Mr. Icahn and his affiliated entities already own 18.9% of Lions Gate shares. The deal would prop up Mr. Icahn's stake to 29.9%. Among other customary conditions, the Offer is conditioned on Lions Gate not entering into any material transaction outside of the ordinary course of business (including any acquisition of assets over $100 million, and any issuance of securities other than upon the exercise of currently outstanding options). According to Mr. Morgan, Lions Gate responded to Mr. Icahn's offer by making a shelf offering on February 17 of up to $750 million in all sorts of securities. Mr. Morgan considers the offering a move to ensure Miramax financing. About Lions Gate Lions Gate is a leading, diversified independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. The Lions Gate brand name is synonymous with original, cutting edge, quality entertainment in markets around the world. As reported in the Troubled Company Reporter on October 15, 2009, Standard & Poor's Ratings Services assigned its 'B-' corporate credit rating to British Columbia-domiciled and Santa Monica, California-headquartered entertainment company Lions Gate Entertainment Corp. and its subsidiary, Lions Gate Entertainment Inc. The rating outlook is stable. About Miramax Miramax Films -- http://www.miramax.com/-- is the art- house/independent film division of The Walt Disney Company, and acts as both producer and distributor for its own films or foreign films. Disney acquired Miramax in 1993 from the Weinstein brothers, who continued to oversee the outfit until 2005, when they left to found the Weinstein Company. Citing The New York Times and The Wall Street Journal, the Troubled Company Reporter on February 2, 2010, reported that Walt Disney has been seeking buyers for its Miramax film unit. Brooks Barnes at The New York Times, citing a mergers and acquisitions expert with knowledge of the process, said Disney has attracted seven to 10 interested bidders. According to New York Times' source, the initial discussions indicate a price of more than $700 million for the Miramax name and its 700-film library. The Wall Street Journal's Ethan Smith said Disney has been gradually dismantling Miramax's filmmaking capacity for some time, laying off staff and executives. In January, Disney closed Miramax's offices and dismissed the majority of its remaining personnel. MAXXAM INC: Dimensional Fund Advisors No Longer Holds Shares ------------------------------------------------------------ Dimensional Fund Advisors LP disclosed that as of December 31, 2009, it no longer held shares of MAXXAM Inc. common stock. In December 2009, the Company effected a 1-for-250 reverse stock split of MAXXAM's common and preferred shares, which allowed the Company to terminate its SEC-registered status. As a result of the Reverse Stock Split, (a) each stockholder owning fewer than 250 shares of MAXXAM common stock immediately prior to the Reverse Stock Split received $11.00 in cash, without interest, for each such share; (b) each stockholder owning fewer than 250 shares of MAXXAM preferred stock immediately prior to the Reverse Stock Split received $11.75 in cash, without interest, for each such share; and (c) each stockholder owning 250 or more common or preferred shares immediately prior to the Reverse Stock Split received one share for each 250 shares so held and $11.00 in cash, without interest, for each common share in excess of 250 or any multiple of 250 and $11.75 in cash, without interest, for each preferred share in excess of 250 or any multiple of 250. On December 28, 2009, the NYSE Amex filed a Form 25 with the SEC regarding removal of the Company's common stock from listing on the NYSE Amex. The Company's post-split common stock is being quoted on the limited information tier of the pink sheets under the symbol "MAXX." The Reverse Stock Split reduced the number of stockholders of record of the Company to less than 300, and the Company in January 2010 filed with the SEC a Form 15 to terminate its SEC reporting obligations under the Exchange Act. About MAXXAM Inc. Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) conducts the substantial portion of its operations through its subsidiaries, which operate in two industries -- Residential and commercial real estate investment and development (primarily in second home or seasonal home communities), through MAXXAM Property Company and other wholly owned subsidiaries of the Company, as well as joint ventures; and racing operations, through Sam Houston Race Park, Ltd. a Texas limited partnership wholly owned by the Company, which owns and operates a Texas Class 1 pari-mutuel horse racing facility in the greater Houston metropolitan area, and a pari- mutuel greyhound racing facility in Harlingen, Texas. At September 30, 2009, MAXXAM had $361.6 million in total assets against $778.0 million in total liabilities, resulting in $416.4 million in stockholders' deficit. Going Concern Doubt As reported by the Troubled Company Reporter on April 7, 2009, Grant Thornton LLP said the uncertainty surrounding the real estate industry and the ultimate outcome of proceedings involving MAXXAM Inc.'s former unit, Pacific Lumber Company, and their effect on the Company, as well as the Company's operating losses raise substantial doubt about the ability of the Company to continue as a going concern. MGM MIRGAGE: Joseph Sugerman Resigns as Member of the Board ----------------------------------------------------------- MGM MIRAGE reported that Joseph H. Sugerman, M.D., member of the Board of Directors, has resigned effective Feb. 25, 2010, to concentrate on the commitments of his medical practice. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. At September 30, 2009, MGM MIRAGE had $21.7 billion in total assets against total current liabilities of $1.15 billion, deferred income taxes of $3.14 billion, long-term debt of $12.9 billion, other long-term obligations of $221.70 million; resulting in stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on September 22, 2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of Default Rating. Moody's also assigned a Caa2 rating to the company's new $475 million 11.375% senior unsecured notes due 2018. Moody's also affirmed MGM's SGL-4 Speculative Grade Liquidity rating. The rating outlook is negative. As reported by the TCR on September 24, 2009, Fitch Ratings has assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375% unsecured notes due 2018. The notes were priced at a 97.396% discount to yield 11.875%. The net proceeds will be used to reduce credit facility borrowings, and also for general corporate purposes. The offering attempts to chip away at the company's most significant credit hurdle: the maturity of its $5.8 billion credit facility in 2011, which had $4.1 billion outstanding as of June 30, 2009. MIRAMAX FILM: Lions Gate Tipped to Get Assets for Up to $500-Mil. ----------------------------------------------------------------- According to The Deal's Richard Morgan, Lions Gate Entertainment Corp. is tipped to acquire The Walt Disney Co.'s Miramax Film Corp. for between $300 million and $500 million. Mr. Morgan discusses how Lions Gate, its shareholder Carl Icahn, and even Miramax's founders Weinstein Co. LLC, would benefit from the deal. Mr. Morgan explains that: (A) Lions Gate would be a winner for obtaining Miramax's 700-film library "at a sweet multiple between 3.3 and 5.6 times cash flow." (B) Mr. Icahn may see his Lions Gate shares pop on investor appreciation for what a The Deal source reckons would be an "obscenely accretive" acquisition. (C) Weinstein Co. could negotiate with Lions Gate to retrieve the Miramax name, "which its founders desperately want to reclaim and which Lions Gate doesn't need." Mr. Morgan says Weinstein is the auction's presumptive runner-up now that Summit Entertainment LLC has exited. As reported by the Troubled Company Reporter on February 18, 2010, Mr. Icahn unveiled a tender offer for up to 13,164,420 of Lions Gate shares at US$6.00 per share in cash. Mr. Icahn and his affiliated entities already own 18.9% of Lions Gate shares. The deal would prop up Mr. Icahn's stake to 29.9%. Among other customary conditions, the Offer is conditioned on Lions Gate not entering into any material transaction outside of the ordinary course of business (including any acquisition of assets over $100 million, and any issuance of securities other than upon the exercise of currently outstanding options). According to Mr. Morgan, Lions Gate responded to Mr. Icahn's offer by making a shelf offering on February 17 of up to $750 million in all sorts of securities. Mr. Morgan considers the offering a move to ensure Miramax financing. About Lions Gate Lions Gate is a leading, diversified independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. The Lions Gate brand name is synonymous with original, cutting edge, quality entertainment in markets around the world. As reported in the Troubled Company Reporter on October 15, 2009, Standard & Poor's Ratings Services assigned its 'B-' corporate credit rating to British Columbia-domiciled and Santa Monica, California-headquartered entertainment company Lions Gate Entertainment Corp. and its subsidiary, Lions Gate Entertainment Inc. The rating outlook is stable. About Miramax Miramax Films -- http://www.miramax.com/-- is the art- house/independent film division of The Walt Disney Company, and acts as both producer and distributor for its own films or foreign films. Disney acquired Miramax in 1993 from the Weinstein brothers, who continued to oversee the outfit until 2005, when they left to found the Weinstein Company. Citing The New York Times and The Wall Street Journal, the Troubled Company Reporter on February 2, 2010, reported that Walt Disney has been seeking buyers for its Miramax film unit. Brooks Barnes at The New York Times, citing a mergers and acquisitions expert with knowledge of the process, said Disney has attracted seven to 10 interested bidders. According to New York Times' source, the initial discussions indicate a price of more than $700 million for the Miramax name and its 700-film library. The Wall Street Journal's Ethan Smith said Disney has been gradually dismantling Miramax's filmmaking capacity for some time, laying off staff and executives. In January, Disney closed Miramax's offices and dismissed the majority of its remaining personnel. MITCHELL LEONARD: Federal Judge to Review New Plan in April ----------------------------------------------------------- Nate Birt at Boonville Daily News says a federal judge will review the new Chapter 11 plan of reorganization of Mitchell J. Leonard and M.J.L. Cattle in April 2010. The plan will permit the repayment of the claims of any cattle buyers to whom Mr. Leonard were ordered to make restitution in the prior Howard County judgment. Based in New Franklin, Missouri, Mitchell J. Leonard filed for Chapter 11 protection on July 14, 2009 (Bankr. W.D. Mo. Case No. 09-21458). James F. B. Daniels, Esq., at McDowell Rice Smith & Buchanan, represents the Debtor in its restructuring efforts. Mr. Leonard listed assets of $4,144,275, and debts of $2,854,599. MORRIS PUBLISHING: Emerges From Bankruptcy Protection ----------------------------------------------------- Morris Publishing Group, LLC, has completed the necessary steps to consummate its prepackaged plan of reorganization, thereby officially marking the Company's emergence from bankruptcy. William S. Morris III, chairman of Morris Publishing said, "Yesterday, we completed our formal debt restructuring, with Morris Publishing emerging with a significantly de-leveraged balance sheet. I am grateful for the support of all of our lenders, bondholders and professionals who have worked cooperatively, constructively and tirelessly to arrive at this mutual resolution. "In addition, I want to thank all of our employees, suppliers, advertisers and readers for their patience and dedication during the restructuring process. We can now focus without distraction on our ongoing efforts to improve all facets of our core newspaper business." Consistent with the plan confirmed by the U.S. Bankruptcy Court on February 17, 2010, approximately $278.5 million principal amount of senior subordinated notes plus accrued and unpaid interest has been cancelled in exchange for $100 million of new secured notes due in 2014. Concurrent with the exchange of bondholder debt, the Morris family, through its affiliated entities, made a capital contribution to Morris Publishing of approximately $85 million and repaid approximately $25 million in intercompany debt due Morris Publishing. In addition, Morris Publishing repaid from cash on hand the entire $19.7 million principal amount of Tranche A senior secured debt plus accrued interest. About Morris Publishing Morris Publishing Group, LLC -- dba Albion Shopper, et al. -- is a privately held media company based in Augusta, Georgia. Morris Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. The petition says assets and debts are $100 million to $500 million. The Company filed for Chapter 11 bankruptcy protection on January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134). James T. Wilson, Jr., Esq., who has an office in Augusta, GA, is the Debtor's co-counsel. Lazard Ltd. is the Debtor's financial advisor, while Kurtzman Carson Consultants is its claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Athens Newspapers, LLC, et al. -- filed separate Chapter 11 petitions. MSGI SECURITY: Posts $2.9 Million Net Loss in Q2 Ended December 31 ------------------------------------------------------------------ MSGI Security Solutions reported a net loss of approximately $2.9 million in the three months ended December 31, 2009, a decrease of approximately $2.2 million from the comparable net loss of approximately $5.1 million in the same period ended December 31, 2008. The Company reported no revenues during the three months ended December 31, 2009, and 2008. Loss from operations narrowed to approximately $1.5 million in the current period from the comparable loss from operations of $4.7 million in the prior period. Six-Months Results Net loss was approximately $6.2 million in the six months ended December 31, 2009, compared to a net loss of $5.5 million in the prior period. The Company reported no revenues in both the current and prior periods. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $1.7 million in total assets and $18.2 million in total liabilities, resulting in a $16.5 million shareholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $1,188 in total current assets available to pay $18,153,452 in total current liabilities. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?55e5 Going Concern As reported in the Troubled Company Reporter on October 19, 2009, Amper, Politziner & Mattia, LLP, in Edison, New Jersey, expressed substantial doubt about MSGI Security Solutions, Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended June 30, 2009, and 2008. The independent auditors noted that the Company has suffered recurring losses from operations, and negative cash flows from operations, and has a substantial amount of notes payable due on demand or within the next twelve months and has very limited capital resources. The Company currently has limited capital resources, has incurred significant historical losses and negative cash flows from operations and has no current period revenues. At December 31, 2009, the Company had $1,188 in cash and no accounts receivable. The Company believes that funds on hand combined with funds that will be available from its various operations will not be adequate to finance its operations requirements and enable the Company to meet any of its financial obligations, including its payments under convertible notes and promissory notes for the next twelve months. Certain promissory notes in the amount of $960,000 were due February 28, 2009, $1,500,000 due March 31, 2009, $250,000 due on June 17, 2009, and $240,004 due on August 31, 2009. These notes are technically in default as of the date of this filing, but none of the lenders have made a claim of default and the Company is in the process of negotiating extended terms for each of the debt instruments. Other promissory notes in the amount of $400,000 were due on December 31, 2009. All other convertible notes are due prior to June 30, 2010, and the Company does not have the funds to repay such notes. Further, there is uncertainty as to timing, volume and profitability of transactions, if any, that may arise from the Company's relationship with The National Aeronautics and Space Administration and others. There can be no assurance as to the timing of when or if the Company will receive amounts due to it for products shipped to customers prior to June 30, 2008, which transactions have not yet been recognized as revenue. As of the date of this filing, the Company has ceased its business relationship with both Hyunda1 Syscomm Corp. (Hyundai) and Apro Media Corp. and a legal action has been filed in the State of California naming both, among others, as defendants. If the Company is unable to raise additional funds, it may be forced to further reduce, or cease operations, liquidate assets, renegotiate terms with lenders and others of which there can be no assurance of success, or file for bankruptcy protection. About MSGI Security MSGI Security Solutions, Inc. (OTC BB: MSGI) -- http://www.msgisecurity.com/-- is a provider of proprietary solutions to commercial and governmental organizations. The Company is developing a global combination of innovative emerging businesses that leverage information and technology. The Company is headquartered in San Francisco, California. MONEYGRAM INT'L: To Settle Federal Securities Class Action ---------------------------------------------------------- MoneyGram International entered into memoranda of understanding to settle federal securities class and stockholder derivative actions pending in the United States District Court for the District of Minnesota. The claims arise out of the subprime related losses in 2007 and 2008. "We are pleased to be able to enter into these agreements and bring to conclusion these legal proceedings," said Pamela H. Patsley, MoneyGram chairman and CEO. "My goal since joining MoneyGram has been to re-focus the organization on our core business and transform the company into a global market leader. These agreements will put these claims behind us and move MoneyGram another step forward towards the achievement of that goal." Under terms of the securities class action memorandum of understanding, the plaintiffs agree in principle to settle the claims for an $80 million cash payment, all but $20 million of which will be paid by the Company's insurance coverage. The derivative claims memorandum of understanding provides for changes to MoneyGram's business, corporate governance and internal controls, some of which have already been implemented in whole or in part in connection with MoneyGram's recent recapitalization. The memoranda of understanding are subject to negotiation and execution of definitive settlement documents containing usual and customary settlement agreement terms, notice to the class and shareholders, and approval of the Court. MoneyGram's three remaining pre-recapitalization directors, having helped MoneyGram successfully manage the transition of the company's ownership, management and governance and resolve the litigation described above, have determined not to seek re- election as directors at MoneyGram's annual meeting for the year 2010 in order to ensure a wholly new post-recapitalization board and wholly new audit committee. "MoneyGram is committed to ensuring that its Board of Directors embodies the highest standards of governance and oversight for MoneyGram and its shareholders," added Ms. Patsley. "Our Nominating Committee and board will work to ensure that the MoneyGram Board of Directors and Audit Committee are comprised of directors best suited to uphold these standards." The company has begun a process to identify new director candidates and anticipates nominating candidates for election to the board at the 2010 annual meeting of stockholders. About MoneyGram International Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) -- http://www.moneygram.com/-- offers more control and more choices for people separated by distance or with limited bank relationships to meet their financial needs. MoneyGram helps consumers to pay bills quickly and safely send money around the world in as little as 10 minutes. Its global network is comprised of 180,000 agent locations in nearly 190 countries and territories. MoneyGram's convenient and reliable network includes retailers, international post offices and financial institutions. At September 30, 2009, the Company had $5.90 billion in total assets against $5.94 billion in total liabilities and $830.9 million in total mezzanine equity, resulting in $863.8 million in stockholders' deficit. NORTH COUNTRY: Famous Dave's Wins Auction for 7 Franchises ---------------------------------------------------------- Famous Dave's of America, Inc., was named the winning bidder for seven of the nine restaurants of North Country BBQ Ventures, LLC, for cash consideration of approximately $6.8 million, after taking into account an adjustment for amounts owed to the Company. Based in New Providence, New Jersey, North Country was one of the Company's largest franchisees with restaurants located in New Jersey, New Hampshire and New York. The transaction was the culmination of a "stalking horse" asset purchase bid submitted last December under Section 363 of Chapter 11 of the U.S. Bankruptcy Code. At an auction that took place this past Wednesday, Famous Dave's of America, Inc. was declared the winner with the highest and best bid subject to bankruptcy court approval. A sale hearing took place yesterday before the United States Bankruptcy Court for the District of New Jersey, and approval was granted. The closing is expected to take place today. The restaurants, which remained open throughout the process, will now become company-owned locations. The seven restaurants are located in New York (Smithtown and Westbury), and New Jersey (Mountainside, Brick Township, Hamilton, New Brunswick and Metuchen, NJ). North Country's remaining two locations, located in Hillsborough, NJ, and Manchester, NH, are expected to be closed. With the exception of certain lease obligations related to the acquired restaurants, the agreement does not require the Company to assume any of North Country's liabilities. "As we stated when we agreed to be the 'stalking horse', the purchase of these assets, at an appropriate price represents a terrific opportunity to perpetuate our brand and deliver shareholder value," said Christopher O'Donnell, chief executive officer of Famous Dave's. "These restaurants are in good locations, in an important geographic region for Famous Dave's. We thank the ownership and management team of North Country BBQ for being a strong brand ambassador as well as for their partnership these past several years." About Famous Dave's Famous Dave's of America, Inc. develops, owns, operates and franchises barbeque restaurants. As of today, the company owns 45 restaurants and franchises 131 additional units in 36 states. Its menu features award-winning barbequed and grilled meats, an ample selection of salads, side items and sandwiches, and unique desserts. About North Country Based in New Providence, New Jersey, North Country is one of the Company's largest franchisees with restaurants located in New Jersey, New Hampshire and New York. North Country BBQ Ventures Inc., an operator of nine Famous Dave's BBQ restaurants, filed a Chapter 11 petition on Dec. 18 in Newark, New Jersey (Bankr. D. N.J. Case No. 09- 44194). The Chapter 11 petition said assets are less than $10 million while debt exceeds $10 million. ORLEANS HOMEBUILDERS: Case Summary & 50 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Orleans Homebuilders, Inc. aka FPA Corporation aka OHB aka Parker & Lancaster aka Masterpiece Homes aka Realen Homes aka Orleans 3333 Street Road, Suite 101 Bensalem, PA 19020 Bankruptcy Case No.: 10-10684 Chapter 11 Petition Date: March 1, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Peter J. Walsh About the Business: Orleans Homebuilders, Inc. develops, builds and markets high-quality single-family homes, townhouses and condominiums. From its headquarters in suburban Philadelphia, the Company serves a broad customer base including first-time, move-up, luxury, empty-nester and active adult homebuyers. The Company currently operates in the following 11 distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. Orleans Homebuilders employs approximately 300 people. Debtors' Delaware and Restructuring Counsel: Curtis S. Miller, Esq. Morris Nichols Arsht & Tunnell 1201 N. Market St. Wilmington, DE 19801 Tel: (302) 575-7412 Fax: (302) 425-3080 Email: cmiller@mnat.com Robert J. Dehney, Esq. Morris, Nichols, Arsht & Tunnell 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: rdehney@mnat.com Debtors' Bankruptcy & Restructuring Counsel: Cahill Gordon & Reindell LLP Debtors' Special Corporate Counsel: Blank Rome LLP Debtors' Financial Advisor: FTI Consulting Inc. Debtors' M&A Advisor: BMO Capital Markets Debtors' M&A Consultant: Lieutenant Island Partners Debtors' Claims & Notice Agent: Garden City Group Inc. Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 A full-text copy of the Debtor's petition, including a list of its 50 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/deb10-10684.pdf Debtor's List of 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Taberna Preferred Debt $35,156,000 Funding, III, Ltd. c/o The Bank of New York Mellon Trust Company, National Association 1 Wall Street New York, NY 10286 Orleans Homebuilders Debt $30,928,000 Trust c/o Wilmington Trust Company 1100 North Market Street Wilmington, DE 19890-0001 Taberna Preferred Debt $30,469,000 Funding, IV, Ltd. c/o The Bank of New York Mellon Trust Company, National Association 1 Wall Street New York, NY 10286 Taberna Preferred Debt $28,125,000 Funding, IV, Ltd. c/o The Bank of New York Mellon Trust Company, National Association 1 Wall Street New York, NY 10286 84 Lumber Company Trade $1,473,455 PO Box 365 Eighty Four, PA 15330 Robert K. Foster, Inc. Trade $1,149,516 3880 Willow Drive Newfield, NJ 08344 Sunrise Concrete Company Trade $677,234 Inc. PO Box 435 Rushland, PA 18956 Concrete Solutions of Trade $658,567 Raleigh, Inc. PO Box 90638 Raleigh, NC 27675 Archers Exteriors, Inc. Trade $616,798 341 Harding Highway Pittsgrove, NJ 08318 J.M. Pereira & Sons, Inc. Trade $605,807 2330 Big Oak Road Langhorne, PA 19047 Precision Framing Trade $586,214 Systems, Inc. 11922 General Drive Charlotte, NC 28273 Yorktowne, Inc. Trade $582,795 PO Box 13069 Newark, NJ 07188 Joffe Lumber & Supply Trade $551,781 Co. Inc. PO Box 2309 Vineland, NJ 08362 Brubacher Excavating, Trade $505,351 Inc. PO Box 528, Route 625 Bowmansville, PA 17507 Evans Carpet Corporation Trade $473,136 511 Branchway Road Richmond, VA 23236 Coleman Floor Company Trade $452,882 1331 Davis Road Elgin, IL 60123 Stock Building Supply Trade $426,626 PO Box 7695 Richmond, VA 23231 Machine Drywall Ltd Trade $377,271 3 Terri Lane, Unit #9 Burlington, NJ 08016 Excel Contractors, Inc. Trade $374,417 1500 Main Line Drive Cinnaminson, NJ 08077 Wm. M. Young Company, Trade $363,830 Inc. 19 Davidson Lane New Castle, Delaware 19720 WK Construction Co., Inc. Trade $354,725 60 Vermont Street Lawrenceville, NJ 08648 Linwood Clark Masonry, Trade $352,251 Inc. PO Box 33341 Raleigh, NC 27636 USA Drywall, Inc. Trade $351, 426 5624 Spence Plantation Ln. Holly Springs, NC 27540 Jersey Construction, Inc. Trade $346,812 838 Piney Hollywood Road Hammonton, NJ 08037 Leal Brothers Concrete Trade $326,699 Co., Inc. 465 Veit Road Huntingdon Valley, PA 19006 Hutchinson Trade $326,315 621 Chapel Avenue Cherry Hill, NJ 08034 Universal Forest Products Trade $302,935 Eastern Co., Inc. PO Box 823206 Philadelphia, PA 19182 RNR Contractors, Inc. Trade $287,667 10 Park Drive Indian Mills, NJ 08088 Grubb Lumber Company, Trade $286,302 Inc. PO Box 627 Wilmington, DE 19899 Celey's Quality Plumbing Trade $272,001 Inc. 8991 NC Hwy 27 East Benson, NC 27504 H & A Enterprise Co., Trade $265,449 Inc. 505 Cuthberson Street Monroe, NC 28110 Price Brothers, Inc. Trade $262,345 PO Box 7585 Charlotte, NC 28241 Lara Construction LLC Trade $261,663 3708 Lucky Drive Apex, NC 27539 Di Naso & Sons Building Trade $258,966 Supply 520 Industrial Loop Staten Island, NY 10309 American Woodmark Corp. Trade $247,944 Carolina Certified Trade $243,228 Construction, Inc. Burlington Commercial Trade $235,767 Floor Covering, Inc. Nassau Construction Co., Trade $235,718 Inc. Mario E. Hernandez Trade $232,744 Wrightstown Plumbing & Trade $227,988 Heating, Inc. Marone Contractors, Inc. Trade $227,029 Blythe Development Co. Trade $218,305 Ferguson Interior Trim Trade $207,545 Inc. Anderson Services of the Trade $201,938 Carolinas, Inc. The Countertop Factory Trade $201,824 Inc. Shepherd's Landscape Trade $199,549 Maintenance, LLC Noel M. Williams Masonry Trade $197,984 Homeshield Vinyl Siding Trade $193,607 Lake Wylie Heating and Trade $192,750 Air Conditioning, Inc. Trimason of Richmond Inc. Trade $190,520 List of Holders of Stock in Excess of 5% as of March 31, 2009: Entity Stake ------ ----- Jeffrey P. Orleans 59.1% T. Rowe Price Associates, Inc. 6.8% T. Rowe Price Small Cap Value Fund 6.4% Benjamin D. Goldman 5.6% Dimensional Fund Advisors LP 5.6% Debtor-affiliates that filed separate Chapter 11 petitions March 1, 2009: (1) Brookshire Estates, L.P. fka Orleans at Brookshire Estates, L.P. aka Realen Homes aka FPA Corporation aka Orleans aka OHB aka Parker & Lancaster aka Masterpiece Homes Case No: 10-10685 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: 10,000,001 to $50,000,000 (2) Community Management Services Group, Inc. Case No: 10-10686 (3) Masterpiece Homes, LLC Case No: 10-10687 (4) OHB Homes, Inc. Case No: 10-10688 (5) OHI Financing, Inc. Case No: 10-10689 (6) Greenwood Financial Inc. Case No: 10-10690 (7) OHI PA GP, LLC Case No: 10-10691 (8) OPCNC, LLC Case No: 10-10692 (9) Orleans Arizona Realty, LLC Case No: 10-10693 (10) Orleans Arizona, Inc. Case No: 10-10694 (11) Orleans at Bordentown, LLC Case No: 10-10695 (12) Orleans at Cooks Bridge, LLC Case No: 10-10696 (13) Orleans at Covington Manor, LLC Case No: 10-10697 (14) Orleans at Crofton Chase, LLC Case No: 10-10698 (15) Orleans at East Greenwich, LLC Case No: 10-10699 (16) Orleans at Elk Township, LLC Case No: 10-10700 (17) Orleans at Evesham, LLC Case No: 10-10701 (18) Orleans at Falls, LP Case No: 10-10702 (19) Orleans at Hamilton, LLC Case No: 10-10703 (20) Orleans at Harrison, LLC Case No: 10-10704 (21) Orleans at Hidden Creek, LLC Case No: 10-10705 (22) Orleans at Jennings Mill, LLC Case No: 10-10706 (23) Orleans at Lambertville, LLC Case No: 10-10707 (24) Orleans at Limerick, LP Case No: 10-10708 (25) Orleans at Lower Salford, LP Case No: 10-10709 (26) Orleans at Lyons Gate, LLC Case No: 10-10710 (27) Orleans at Mansfield LLC Case No: 10-10711 (28) Orleans at Maple Glen, LLC Case No: 10-10712 (29) Orleans at Meadow Glen, LLC Case No: 10-10713 (30) Orleans at Millstone River Preserve, LLC Case No: 10-10714 (31) Orleans at Millstone, LLC Case No: 10-10715 (32) Orleans at Moorestown, LLC Case No: 10-10716 (33) Orleans at Tabernacle, LLC Case No: 10-10717 (34) Orleans at Thornbury, L.P. Case No: 10-10718 (35) Orleans at Upper Freehold, LLC Case No: 10-10719 (36) Orleans at Upper Saucon, L.P. Case No: 10-10720 (37) Orleans at Upper Uwchlan, LP Case No: 10-10721 (38) Orleans at Wallkill, LLC Case No: 10-10722 (39) Orleans at West Bradford, LP Case No: 10-10723 (40) Orleans at West Vincent, LP Case No: 10-10724 (41) Orleans at Westampton Woods, LLC Case No: 10-10725 (42) Orleans at Windsor Square, LP Case No: 10-10726 (43) Orleans at Woolwich, LLC Case No: 10-10727 (44) Orleans at Wrightstown, LP Case No: 10-10728 (45) Orleans Construction Corp. Case No: 10-10729 (46) Orleans Corporation Case No: 10-10730 (47) Orleans Corporation of New Jersey Case No: 10-10731 (48) Orleans DK, LLC Case No: 10-10732 (49) Orleans RHIL, LP Case No: 10-10733 (50) Parker & Lancaster Corporation Case No: 10-10734 (51) Parker & Orleans Homebuilders, Inc. Case No: 10-10735 (52) Parker Lancaster, Tidewater, L.L.C. Case No: 10-10736 (53) Realen Homes, L.P. Case No: 10-10737 (54) RHGP LLC Case No: 10-10738 (55) Sharp Road Farms Inc. Case No: 10-10739 (56) Stock Grange, LP Case No: 10-10740 (57) Wheatley Meadows Associates, LLC Case No: 10-10741 The petitions were signed by Benjamin D. Goldman, Orleans Home Builders' vice chairman of the board of directors. ORMET CORPORATION: Secures $50MM Credit Facility & $110MM Loan -------------------------------------------------------------- Ormet Corporation has secured a new $50 million revolving credit facility and a new $110 million term loan that will be utilized to refinance all currently outstanding debt, make contributions to the pension plans to satisfy the Company's 2006 waiver with the Pension Benefit Guaranty Corporation and provide liquidity for other general corporate purposes. The revolving credit facility was placed with Wachovia Capital Finance Corporation. The credit facility is for a term of three years and is secured by a first lien on current assets and a second lien on all other assets, with interest at prime plus 75 BPS or LIBOR plus 275 BPS. Ormet also announced that Bank of New York Mellon Corporation will be the agent for a $110 million, four-year term loan which has an original issue discount of 5% with 14% cash pay interest. The loan is secured by a first lien on the property plant and equipment with a second lien on the balance of the assets. In connection with this term loan, the Company has issued warrants to acquire 1,850,000 shares of the Company's common stock to term lenders. The warrants are exercisable at $3 per share and have a term of five years. "We have completed the next step in our plan to achieve a more stable capital structure after entering into a long-term power contract last fall," said Mike Tanchuk, Ormet's CEO. "We are encouraged by the progress we have made and will now focus on taking advantage of the volatility of the aluminum market and potential strategic options for the Company." Ormet plans to post its 15c2-11 for the calendar year ending December 31, 2009, on March 11, 2010. About Ormet Corporation Headquartered in Wheeling, West Virginia, Ormet Corporation -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. The Company and its debtor-affiliates filed for chapter 11 protection on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255). Adam C. Harris, Esq., in New York, represents the Debtors in their restructuring efforts. When the Company filed for bankruptcy protection, it listed $50 million to $100 million in estimated assets and more than $100 million in total debts. The Company's chapter 11 plan was confirmed by the Court in April 2005. Under the confirmed Plan, Ormet was authorized to break labor contracts, which resulted in conflicts with the United Steelworkers of America. OTTER TAIL: Files Chapter 11 Plan of Reorganization --------------------------------------------------- BankruptcyData reports that Otter Tail Ag Enterprises filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, on the Plan's effective date, old equity interests (Class A Units) will be cancelled in their entirety. "Holders will be required to make a refundable deposit of 10% of their proposed investment amount into an escrow account maintained at Bremer Bank. After confirmation of the Plan, but before the Plan becomes effective, investors will need to fully fund the remaining portion of their investment, which will remain fully refundable until the escrow is fully funded to $12,000,000. The proceeds of the New Equity Investment will be used: (1) to make distributions under the Plan and service the debt of the Senior Lenders; and (2) bolster Debtor's working capital to provide additional protection against market risks in the commodities Debtor purchases and sells." Under the Plan, existing members of Otter Tail's management will maintain their current positions. About Otter Tail Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC -- http://www.ottertailethanol.com/-- owns and operates a nameplate capacity 55 million gallon annual production plant of undenatured ethanol in Fergus Falls, Minnesota. The Company processes approximately 20 million bushels of corn into approximately 55 million gallons of ethanol each year. In addition, the Company sells distillers grains, a principal co- product of the ethanol production process. The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D. Minn. Case No. 09-61250). The petition listed assets of $66.4 million against $86 million in debt, nearly all secured. The largest secured creditor is AgStar Financial Services, owed $40.9 million. PANAVISION INC: To Give Up Control to Creditors ----------------------------------------------- Creditors of Panavision Inc. are taking control of the camera rental company from owner Ronald O. Perelman, the Los Angeles Times reported. According to LA Times, citing unidentified people, Mr. Perelman's holding company, MacAndrews & Forbes Holdings Inc., has reached an agreement in principle with a group of creditors -- including Cerberus Capital Management, the former owner of Chrysler -- for the billionaire investor to give up his controlling stake in the camera maker that has been a fixture on movie sets for decades. LA Times relates that the financial restructuring would cut Panavision's debt by $140 million and give it an additional $40 million in new financing. After the deal, Perelman would no longer have any equity in the company. Panavision, LA Times says, had been seeking to refinance $285 million in loans that mature in March 2011 in the face of a severe slowdown in camera and equipment rentals for feature films and commercials. Panavision Inc. manufactures and rents out cameras, lenses, and lighting equipment and related accessories to movie and TV production studios. Subsidiary Lee Filters sells lighting, color- correction, and diffusion filters, while subsidiary Panavision's Panalux supplies lighting systems, and Panavision Imaging develops digital image sensor chips. Panavision has provided the camera system for every James Bond film ever made. The company also supplies camera equipment to popular past and present TV series, such as Everybody Loves Raymond, Law and Order, CSI, and 24. PERFECT LINE: Files Chapter 11 Bankruptcy Protection ---------------------------------------------------- Interactive Motorsports and Entertainment Corporation (PINKSHEETS: IMTS) announced March 2 that its wholly owned and primary operating company, Perfect Line, Inc., has filed for Chapter 11 bankruptcy protection. The company intends to present a plan of reorganization in the months ahead. PETER POCKLINGTON: Bankruptcy Fraud Trial Headed for Another Delay ------------------------------------------------------------------ The Globe & Mail reports that Canadian financier Peter Pocklington's criminal trial for bankruptcy fraud is headed for its fifth delay after the prosecutor asked the United States District Court to postpone the trial scheduled to begin March 9. The trial was delayed three times last year and again in January. Mr. Pocklington is being accused of concealing assets when he filed for bankruptcy. The Globe & Mail relates that Mr. Pocklington has pleaded not guilty to the two-count felony indictment that accuses him of filing false personal bankruptcy declarations and making false oaths. Mr. Pocklington owned the Edmonton Oilers of the National Hockey League. He declared bankruptcy in 2008, citing assets of $2,900 and liabilities of $19.7 million. As reported by the TCR on March 13, 2009, authorities arrested Mr. Pocklington in the U.S. for allegedly hiding assets during his bankruptcy. U.S. Attorney Thomas O'Brien in Los Angeles said in a statement that Mr. Pocklington is accused of making false statements and false oaths when he filed for bankruptcy in August 2008 and faces as long as 10 years in prison if convicted. PHARMOS CORPORATION: Posts $3.1 Million Net Loss in 2009 -------------------------------------------------------- Pharmos Corporation filed its annual report, on Form 10-K, showing a net loss of $3,054,334, compared with a net loss of $10,089,406 for 2008. The Company's balance sheet as of Dec. 31, 2009, showed $4,689,022 in assets, $1,417,131 of debts, and $3,271,891 in stockholders' equity. PricewaterhouseCoopers LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations and accumulated deficit of $209.8 million. A full-text copy of the annual report is available for free at http://researcharchives.com/t/s?55ee Iselin, New Jersey-based Pharmos Corporation is a biopharmaceutical company that discovers and develops novel therapeutics to treat a range of diseases of the nervous system, including disorders of the brain-gut axis (e.g., Irritable Bowel Syndrome), with a focus on pain/inflammation, and autoimmune disorders. PHILADELPHIA NEWSPAPERS: Credit Bid Dispute Hurting Reorganization ------------------------------------------------------------------ Lawyers for Philadelphia Newspapers LLC wrote a letter to the bankruptcy judge on Feb. 26 saying that delay by the U.S. Court of Appeals in Philadelphia in ruling on an appeal is a "threat to the debtors' ability to reorganize." The newspapers in their Feb. 26 letter asked the bankruptcy judge to hold a status conference "at the court's earliest convenience" to set up a schedule allowing an emergence from bankruptcy by the end of May. The U.S. Court of Appeals in Philadelphia heard December 15 arguments by Philadelphia Newspapers that the district court was correct in reversing the bankruptcy court and precluding secured lenders from bidding their claims rather than cash at an auction for the business. Philadelphia Newspapers obtained from the U.S. Court of Appeals for the Third Circuit in Philadelphia a stay of the auction pending their appeal. Absent action by the appeals court, the auction would have been held Nov. 25. Philadelphia Newspapers LLC took an appeal to the District Court from the Bankruptcy Court's ruling that gives secured lenders the right to use the $300 million in debt they are owed as part of their bid to acquire the Company. The Company is contemplating on selling its business to a group of local investors, including Bruce E. Toll, absent higher and better bids for the assets. The investor group Philly Papers LLC is offering $30 million cash plus a combination of payment of certain expenses and assumption of liabilities that will yield gross proceeds to the estates of $41 million. The Debtor opposed a credit bid by lenders owed more than $400 million, saying that it would have a "chilling effect" on competing bidders. A credit bid would easily top the offer by Mr. Toll. In an opinion entered November 10, 2009, District Judge Eduardo C. Robreno reversed the October 8 ruling by the Bankruptcy Court. As a result, Philadelphia Newspapers can hold an auction where the secured lenders must bid cash and cannot submit a credit bid if intends to participate in the auction. The Chapter 11 Plan Philadelphia Newspapers LLC is scheduled to present its Chapter 11 reorganization plan for confirmation at hearings scheduled to begin December 4, 2009. Philadelphia Newspapers has already obtained approval of the disclosure statement explaining the Plan and are now soliciting votes on the Plan. The Plan is based upon a sale of all of the Debtors' business to Bruce E. Toll-led Philly Papers LLC, subject to higher and better offers. According to the disclosure statement explaining the Plan, with the sale of the Debtors' business to Bruce Toll, holders of secured claims, including $66 million, senior secured claims, will recover 100 cents on the dollar. Holders of $350 million prepetition unsecured debt claims will recover less than 1% of their claims. Holders of prepetition unsecured trade claims will recover up to 6%. The Plan allocates $750,000 liquidating trust in favor of general unsecured trade creditors and a 3% distribution of equity interests in Philly Papers to holders of unsecured prepetition claims other than general trade creditors. A copy of the Debtors' Disclosure Statement is available for free at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf A copy of the Debtors' Insider Chapter 11 Plan is available for free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf About Philadelphia Newspapers Philadelphia Newspapers -- http://www.philly.com/-- owns and operates numerous print and online publications in the Philadelphia market, including the Philadelphia Inquirer, the Philadelphia Daily News, several community newspapers, the region's number one local Web site, philly.com, and a number of related online products. The Company's flagship publications are the Inquirer, the third oldest newspaper in the country and the winner of numerous Pulitzer Prizes and other journalistic recognitions, and the Daily News. Philadelphia Newspapers and its debtor-affiliates filed for Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa. Case No. 09-11204). Mark K. Thomas, Esq., and Paul V. Possinger, Esq., at PROSKAUER ROSE LLP in Chicago, Illinois; and Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq., and Anne M. Aaronson, Esq., at DILWORTH PAXSON LLP, in Philadelphia, Pennsylvania, serve as bankruptcy counsel. The Debtors' financial advisor is Jefferies & Company Inc. The Garden City Group, Inc., serves as claims and notice agent. Ben Logan, Esq., at O'MELVENY & MYERS LLP in Los Angeles, California; and Gary Schildhorn, Esq., at ECKERT SEAMANS CHERIN & MELLOTT, LLC in Philadelphia, represent the Official Committee of Unsecured Creditors. Fred S. Hodara, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in New York, represent the Steering Group of Prepetition Secured Lenders. Philadelphia Newspapers listed assets and debts of $100 million to $500 million in its bankruptcy petition. PRIME GROUP REALTY: Sells 180 North LaSalle Street Property ----------------------------------------------------------- The Board of Trustees of Prime Group Realty Trust approved the sale of 180 North LaSalle Street, Chicago, Illinois, from the subsidiary of the Company that owns the Property to 180 N. LaSalle Realty LLC, an entity indirectly controlled by Michael Silberberg of Nanuet, New York. The Purchaser and the Seller entered into a purchase and sale agreement that became effective on February 25, 2010, which was the date it was approved by the Company's Board. The gross purchase price for the Property is $72.25 million, subject to customary pro-rations, credits and adjustments. The closing of the sale is conditioned upon the existing first mortgage lender consenting to the assumption of the Property's existing debt by the Purchaser, unless the Purchaser notifies the Seller that the Purchaser has elected not to assume the existing debt and will instead obtain new financing for the acquisition. The Purchaser has deposited $4.0 million in escrow to secure its obligation to purchase the Property, which is nonrefundable except upon (i) the failure of the first mortgage lender to consent to the assumption of the existing debt by the Purchaser or (ii) the occurrence of certain other customary events, such as a default by the Seller or the failure of the Seller to deliver certain satisfactory tenant estoppel certificates. The Company currently estimates that after closing adjustments and costs, the Seller will receive net proceeds of $12.46 million. The Seller's estimated GAAP gain on the sale is $1.8 million. It is contemplated that the closing will occur in May or June 2010. In the event that the Purchaser defaults on its obligation to purchase the Property, the Seller's sole remedy is to receive the Earnest Money as liquidated damages. About Prime Group Realty Trust Based in Chicago, Illinois, Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self- administered, and self-managed real estate investment trust which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company owns 7 office properties containing an aggregate of 3.2 million net rentable square feet and a joint venture interest in one office property comprised of 101,000 net rentable square feet. The Company leases and manages 3.3 million square feet comprising all of its wholly owned properties. In addition, the Company is the asset and development manager for a 1.1 million square foot office building located at 1407 Broadway Avenue in New York. As reported by the Troubled Company Reporter on December 15, 2009, Prime Group Realty Trust said the Company's Board of Trustees has determined not to declare a quarterly distribution on its Series B Preferred Shares for the fourth quarter of 2009, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. PRIME GROUP REALTY: Two Units in Default of CWCapital Mortgage -------------------------------------------------------------- Two of Prime Group Realty Trust's subsidiaries, each of which own separate portions of the Continental Towers Complex in Rolling Meadows, Illinois, are in default under their first mortgage loans encumbering the Complex. Continental Towers, L.L.C., a subsidiary of the Company, is the owner of Tower I, Tower III and the Commercium at the Continental Towers Complex. The CT Property is encumbered by a first mortgage loan from CWCapital LLC in the principal amount of $73.6 million. A separate subsidiary of the Company, Continental Towers Associates III, LLC, is the owner of Tower II at the Continental Towers Complex. The CTA III Property is encumbered by a first mortgage loan from CWCapital in the principal amount of $41.4 million. On February 26, 2010, CTA III informed CWCapital that it is in default under the CTA III Loan because the cash flow from the CTA III Property is not sufficient to pay the required escrows and debt service payments on the CTA III Loan. On the same day, CT LLC acknowledged to the Lender that the CT Loan is in default because it is cross-defaulted with the CTA III Loan. CTA III and CT LLC are in discussions with the Lender. Pursuant to the terms of each loan, upon the occurrence of a default the Lender may accelerate both loans and declare the obligations immediately due and payable. However, the CT Loan and the CTA III Loan are non-recourse to their borrowers, subject to customary non-recourse carve-outs, including but not limited to, certain environmental matters, fraud, waste, misapplication of funds, various special purpose entity covenants, the filing of a voluntary bankruptcy and other similar matters, which non-recourse carve-outs have been guaranteed by the Company's operating partnership, Prime Group Realty, L.P. The Company is currently not aware of the occurrence of any event that would constitute a non-recourse carve-out on either loan. About Prime Group Realty Trust Based in Chicago, Illinois, Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self- administered, and self-managed real estate investment trust which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company owns 7 office properties containing an aggregate of 3.2 million net rentable square feet and a joint venture interest in one office property comprised of 101,000 net rentable square feet. The Company leases and manages 3.3 million square feet comprising all of its wholly owned properties. In addition, the Company is the asset and development manager for a 1.1 million square foot office building located at 1407 Broadway Avenue in New York. As reported by the Troubled Company Reporter on December 15, 2009, Prime Group Realty Trust said the Company's Board of Trustees has determined not to declare a quarterly distribution on its Series B Preferred Shares for the fourth quarter of 2009, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. PROTECTION ONE: Amends Non-Compete Clause in Employment Pacts ------------------------------------------------------------- Protection One, Inc., and its wholly owned subsidiary, Protection One Alarm Monitoring, Inc., last week entered into amended and restated employment agreements with: -- Richard Ginsburg, the Company's President and Chief Executive Officer See http://ResearchArchives.com/t/s?55f1 -- Darius G. Nevin, the Company's Executive Vice President and Chief Financial Officer See http://ResearchArchives.com/t/s?55f2 -- Peter Pefanis, the Company's Executive Vice President and Chief Operating Officer See http://ResearchArchives.com/t/s?55f3 Among other things, the amendments contained in the Amended Agreements (i) broaden the non-competition provisions to prohibit employment with any competitor for, 18 months, if 50% or more of the Executive's equity awards vest, (ii) modify the change of control tax gross-up provisions to provide that either (x) payouts under the new equity awards would be reduced to avoid any excise tax or (y) the Executive would keep the equity award payouts and pay the related excise tax, and (iii) modify the definition of "good reason" so that the Company's common stock ceasing to be publicly traded on an established national stock exchange in connection with or following a change of control would allow the Executive to terminate his employment with good reason. On February 22, 2010, the Company granted to Messrs. Ginsburg, Nevin and Pefanis (i) stock appreciation rights under the Company's 2010 Stock Appreciation Rights Plan, which was adopted by the Company on February 22, 2010; (ii) stock options under the Company's 2008 Long-Term Incentive Plan; and (iii) restricted share awards under the 2008 LTIP. The grant of restricted stock was: 50,000 restricted shares to Mr. Ginsburg, 25,000 restricted shares to Mr. Nevin, and 25,000 restricted shares to Mr. Pefanis. The grant of stock options was: 195,182 stock options to Mr. Ginsburg, 130,284 stock options to Mr. Nevin, and 113,694 stock options to Mr. Pefanis. The grant of stock appreciation rights was: 195,182 SARs to Mr. Ginsburg, 130,284 SARs to Mr. Nevin, and 113,694 SARs to Mr. Pefanis. The exercise price for each stock option is $9.50, the closing price of the Company's common stock on the date of grant. The payout for each SAR is equal to the difference between (x) $7.50, and (y) the lesser of (i) $9.50, the closing price of the Company's common stock on the date of grant, and (ii) the value of a share of Company common stock on the date of exercise. The equity awards vest in one-half increments on each of the second and third anniversary of the grant date so long as the Executive is employed with the Company. Vesting of the equity awards will accelerate upon a change of control of the Company if (x) the Executive is employed with the Company at the time of the change of control or (y) the change of control occurs within two years of the date of grant and within 90 days of the Executive's termination that is a qualifying termination. Both the stock options and the restricted shares are subject to all the terms and conditions of the 2008 LTIP as well as the individual award agreements. The SARs are subject to all of the terms and conditions of the 2010 SAR Plan as well as the individual grant agreements. About Protection One Protection One, Inc., is principally engaged in the business of providing security alarm monitoring services, including sales, installation and related servicing of security alarm systems for residential and business customers. The Company also provides monitoring and support services to independent security alarm dealers on a wholesale basis. Affiliates of Quadrangle Group LLC and Monarch Alternative Capital LP own roughly 70% of the Company's common stock. At September 30, 2009, the Company had total assets of $628,119,000 against total liabilities of $711,392,000, resulting in stockholders' deficiency of $83,273,000. * * * In January 2010, Protection One commenced a process to explore and evaluate strategic alternatives, including a possible sale of the Company, to maximize shareholder value. Protection One engaged J. P. Morgan to advise the Company's Board of Directors in this process. RAINIER PACIFIC: Company Stock to Be Delisted from Nasdaq --------------------------------------------------------- Rainier Pacific Financial Group, Inc., disclosed that as a result of the recent, previously announced closure of the Company's wholly-owned subsidiary and principal asset, Rainier Pacific Bank, and the expected dissolution or bankruptcy, and liquidation of the Company, trading in the Company's common stock was halted by The Nasdaq Stock Market starting on Monday, March 1, 2010, and the Company was notified by Nasdaq on March 2, 2010, that the Company's stock will be delisted from Nasdaq on March 11, 2010. This action is being taken by Nasdaq pursuant to its Listing Rules 5100 and 5450(b)(1)(A). Rainier Pacific Financial Group, Inc. -- http://www.rainierpac.com/-- is the bank holding company for Rainier Pacific Bank, a Tacoma, Washington-based state-chartered savings bank operating 14 full-service locations in the Tacoma- Pierce County and City of Federal Way market areas. RANSOME GROUP: No Bond Required from Involuntary Petitioner ----------------------------------------------------------- WestLaw reports that a petitioning creditor would not be required to post a bond pending the resolution of a putative debtor's claim that the petition was filed in bad faith, for the sole purpose of frustrating state court litigation between the parties. The creditor asserted that it had a legitimate bankruptcy purpose for filing the petition based on the debtor's default on a $20 million mortgage encumbering certain undeveloped land which was its primary asset, and the putative debtor had not made a prima facie showing on the bad faith issue. A bankruptcy judge in Florida held that petitioning creditor(s) in involuntary cases should not be routinely required to post bond upon the alleged debtor's request. In re Ransome Group Investors I, LP, --- B.R. ----, 2009 WL 5852725 (Bankr. M.D. Fla.). Prior to this decision, WestLaw reports, the Honorable Paul M. Glenn held that a general partner in a limited partnership, whose contractual right to advancement of costs that it incurred in a suit to remove it as the managing general partner of the partnership had been recognized in a consent order and judgment, had a claim for such costs that was not subject to any "bona fide dispute," and was eligible to file an involuntary bankruptcy petition against the partnership. It did not matter that its right to indemnification had not yet been determined, or that, if it was ultimately determined that it was not entitled to indemnification for such costs, it would have to repay any costs advanced. In re Ransome Group Investors I, LP, --- B.R. ----, 2009 WL 5852726 (Bankr. M.D. Fla.). Ransome Group Investors I, LLLP, Island Capital Partners, LLC, and Point Capital Partners, LLC, filed an involuntary Chapter 7 petition (Bankr. M.D. Fla. Case No. 09-05138) against Ransome Group Investors I, LP, on June 24, 2009. The Alleged Debtor is represented by David J. Lienhart, Esq., and Mychal J. Katz, Esq., at Roetzel & Andress LPA in Orlando, Fla., and Jason B. Burnett, Esq., at GrayRobinson, P.A., in Jacksonville, Fla. RC SOONER: Gets Court's Nod to Hire BMC Group as Claims Agent ------------------------------------------------------------- RC Sooner Holdings, LLC, et al., sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ BMC Group, Inc., as claims, noticing, and balloting agent. BMC will, among other things: a. prepare and serve required notices in the Debtors' Chapter 11 cases; b. within five days after the mailing of a particular notice, file with the Clerk's Office a certificate or affidavit of service that includes a copy of the notice involved, an alphabetical list of persons to whom the notice was mailed and the date of mailing; c. docket claims received by the Clerk, maintain the official claims register for the Debtors on behalf of the Clerk, and provide the Clerk with a duplicate unofficial claims register on a monthly basis, unless otherwise directed; and d. assist the Debtors, if necessary, in the clerical preparation of their schedules, and statements of financial affairs and any amendments or supplements thereto, and maintain a mailing list of the parties included therein. BMC will be compensated based on its standard hourly rates and/or pricing schedule. A copy of the schedule is available for free at http://bankrupt.com/misc/RC_SOONER_bmcpricingschedule.pdf Myrtle H. John, a director of BMC, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D. Delaware Case No. 10-10528). Christopher S. Chow, Esq., at Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RC SOONER: Section 341(a) Meeting Scheduled for March 22 -------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in RC Sooner Holdings, LLC, et al.'s Chapter 11 case on March 22, 2010, at 11:00 a.m. The meeting will be held at 844 King Street, Room 2112, Wilmington, DE 19801. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D. Delaware Case No. 10-10528). Christopher S. Chow, Esq., at Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RC SOONER: Wants Schedules Filing Deadline Extended Until April 7 ----------------------------------------------------------------- RC Sooner Holdings, LLC, et al., have asked the U.S. Bankruptcy Court for the District of Delaware to extend the filing of schedules of assets and liabilities, schedule of current income and expenditures, schedule of executor contracts and unexpired leases and statement of financial affairs until April 7, 2010. The current deadline for the schedules is March 8, 2010 deadline. Due to the Debtors' over 700 creditors and the devotion of time and resources by the Debtors required to continue to manage successfully their large portfolio of multi-family residential units in Oklahoma, the Debtors need an additional 30 days to complete its schedules. Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D. Delaware Case No. 10-10528). Christopher S. Chow, Esq., at Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RC SOONER: Wants to Hire Ballard Spahr as Bankruptcy Counsel ------------------------------------------------------------ RC Sooner Holdings, LLC, et al., have asked for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Ballard Spahr LLP as bankruptcy counsel, nunc pro tunc to the Petition Date. Ballard Spahr will, among other things: a. advise the Debtors concerning, and assisting in the negotiation and preparation of necessary applications, motions, answers, orders, reports, plan documents, and other legal papers; b. appear in court to protect the interests of the Debtors and their estates, including, when necessary, representing the Debtors in litigation, contested matters and adversary proceedings; c. advise on the local practices and procedures and determinative case law within the jurisdiction; and d. perform all other legal services for the Debtors that may be necessary or appropriate in the administration of the bankruptcy cases. Tobey M. Daluz, Esq., a partner at Ballard Spahr, says that the firm will be paid based on the hourly rates of its personnel: Tobey M. Daliz, Partner $600 Sean J. Bellew, Of Counsel $565 Christopher S. Chow, Of Counsel $525 David A. Felice, Associate $420 David T. May, Associate $270 Matthew G. Summers, Associate $450 Joshua Zugerman, Associate $300 Kelly G. Iffland, Paralegal $205 Mr. Daluz assures the Court that Ballard is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D. Delaware Case No. 10-10528). The Company estimated its assets and debts at $10,000,001 to $50,000,000. REDDY ICE: 2010 Annual Stockholders' Meeting on April 29 -------------------------------------------------------- The Board of Directors of Reddy Ice Holdings, Inc., has established the date of Company's 2010 annual meeting of stockholders and set the record date for stockholders eligible to vote at the annual meeting. The Company's 2010 annual meeting of stockholders will be held on April 29, 2010. The Board has fixed the close of business on March 15, 2010, as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and any postponement or adjournment thereof. In a regulatory filing, Reddy Ice said through mid-February 2010, its revenue has declined compared to the same period in 2009, principally as a result of unusually adverse weather conditions in many of its markets. As a result, the Company believes it is likely that its first quarter 2010 revenues will be less than in the same period in 2009. On February 22, 2010, the Company's affiliate, Reddy Ice Corporation, commenced a private offering of $300 million in senior secured notes solely to qualified institutional buyers inside the United States and to certain non-U.S. investors located outside the United States. On February 22, 2010, the Company also commenced a private exchange offer and consent solicitation with respect to any and all of the outstanding 10-1/2% Senior Discount Notes due 2012 of Reddy Ice Holdings, Inc. Reddy Ice intends to offer to exchange in a private placement new senior secured notes due 2015 of Reddy Corp. for the outstanding 10-1/2% Senior Discount Notes due 2012 of Reddy Ice Holdings, Inc. The interest rate on the New Notes will be the greater of (i) 11.0% and (ii) the yield to maturity on the notes issued by Reddy Corp. in the Notes Offering plus 2.0%. The New Notes and the related guarantees will be secured by second-priority liens, subject to permitted liens, on substantially all the Company's and Reddy Holdings' assets. The New Notes are expected to mature on November 1, 2015. Holders tendering Old Notes will receive $1,000 principal amount of New Notes for each $1,000 principal amount of their Old Notes that are accepted for exchange, plus an additional $5.00 principal amount of New Notes if their Old Notes are tendered at or prior to the early tender date. The notes offered in the Notes Offering are expected to mature on March 1, 2015. These notes and the related guarantees will be secured by first-priority liens, subject to permitted liens, on substantially all the Company's and Reddy Holdings' assets. Simultaneously with the closing of the Notes Offering, the Company will enter into a senior secured revolving credit facility of approximately $30.0 million. The New Credit Facility will mature on January 31, 2014 -- except that if there are $20 million or more of Old Notes (or any refinancing, replacement or renewal debt in respect thereof that does not have a maturity date that is later than January 31, 2015) outstanding as of January 1, 2012, then the New Credit Facility will mature on January 1, 2012. On the closing date, amounts outstanding under the New Credit Facility will bear interest at a rate based on, at the Company's option, a base rate plus an applicable margin or LIBOR plus an applicable margin. The applicable margin in effect on the closing date is expected to be 3.75% for base rate loans and 4.75% for LIBOR loans. Additionally, the New Credit Facility will contain a commitment fee on the unused amounts under the facility, which is expected to be 0.875% on the closing date. The applicable margins and commitment fee may be reduced depending on the Company's net leverage ratio. The New Credit Facility will be secured by first-priority liens on substantially all of the Company's and Reddy Holdings' assets, subject to permitted liens. The exchange offer and consent solicitation will expire at 12:00 midnight, New York City time, on March 19, 2010, unless extended. Eligible holders that validly tender their Old Notes and validly consent to the proposed amendments at or prior to the early tender date for the offer, which will be 5:00 p.m., New York City time, on March 5, 2010, unless extended, will receive additional New Notes as an early tender payment. Last month, Reddy Ice reported a net income of $4,234,000 for the year ended December 31, 2009, from a net loss of $120,431,000 for 2008 and net income of $10,343,000 for 2007. Revenues were $312,331,000 for 2009 from $329,298,000 in 2008 and $339,038,000 in 2007. At December 31, 2009, the Company had total assets of $455.665 million against total current liabilities of $27.157 million; long-term obligations of $390.601 million; and deferred taxes and other liabilities, net of $29.111 million; resulting stockholders' equity of $8.796 million. As of December 31, 2009, the Company had outstanding indebtedness of $390.6 million, which represented roughly 98% of its total consolidated capitalization on a book basis. As of December 31, 2009, the Company also had availability of $49.2 million (net of standby letters of credit of roughly $10.8 million) under its revolving credit facility. A full-text copy of the Company's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?55ba Effective January 1, 2010, the compensation committee of the Company's Board granted 174,034 shares of restricted stock and 355,446 stock options to 43 of the Company's executives and consultants pursuant to the Company's 2005 Long Term Equity Incentive and Share Award Plan, as amended. In addition, these same executives and consultants were conditionally approved for grants of 106,666 shares of restricted stock and 217,854 conditional stock options, subject to the approval by the Company's stockholders of an amendment to the Plan to increase the maximum number of shares authorized for issuance under the Plan. The Company anticipates seeking the approval of its stockholders for such an amendment to the Plan at the annual stockholders meeting. Additional details related to the grants under the 2005 Long Term Equity Incentive and Share Award Plan are available at no charge at http://ResearchArchives.com/t/s?55bb About Reddy Ice Dallas, Texas-based Reddy Ice Holdings, Inc. -- http://www.reddyice.com/-- manufactures and distributes packaged ice in the United States. * * * As reported by the Troubled Company Reporter on February 26, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Reddy Ice Holdings Inc. and Reddy Ice Corp., its wholly owned operating subsidiary, to 'CC' from 'B'. At the same time, S&P lowered its issue-level rating on Holding's outstanding senior discount notes due 2012 to 'C' from 'CCC+'. The recovery rating on this debt remains '6'. At the same time, S&P removed these ratings from CreditWatch with negative implications where S&P placed them on Feb. 19, 2010. In addition, S&P lowered its issue- level rating on OpCo's senior secured debt to 'B' from 'B+', and this rating remains on CreditWatch with negative implications. The recovery rating on this debt remains unchanged at '2'. The rating outlook is negative. For analytical purposes, S&P view Holdings and its OpCo as one economic entity. According to the TCR on Feb. 23, 2010, Moody's Investors Service assigned a B1 rating to Reddy Ice Corp.'s proposed $300 million first lien senior secured notes due 2015. The company plans to use proceeds from the first lien notes to refinance its existing $240 million senior secured term loan due 2012 and for general corporate purposes. REDDY ICE: JPMorgan Chase Holds 6.2% of Common Stock ---------------------------------------------------- JPMorgan Chase & Co. disclosed that as of December 31, 2009, it may be deemed to beneficially own 1,412,830 shares or roughly 6.2% of the common stock of Reddy Ice Holdings, Inc. Ameriprise Financial, Inc., and RiverSource Investments, LLC, disclosed that as of December 31, 2009, they no longer hold Reddy Ice shares. About Reddy Ice Dallas, Texas-based Reddy Ice Holdings, Inc. -- http://www.reddyice.com/-- manufactures and distributes packaged ice in the United States. At December 31, 2009, the Company had total assets of $455.665 million against total current liabilities of $27.157 million; long-term obligations of $390.601 million; and deferred taxes and other liabilities, net of $29.111 million; resulting stockholders' equity of $8.796 million. As of December 31, 2009, the Company had outstanding indebtedness of $390.6 million, which represented roughly 98% of its total consolidated capitalization on a book basis. As of December 31, 2009, the Company also had availability of $49.2 million (net of standby letters of credit of roughly $10.8 million) under its revolving credit facility. * * * As reported by the Troubled Company Reporter on February 26, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Reddy Ice Holdings Inc. and Reddy Ice Corp., its wholly owned operating subsidiary, to 'CC' from 'B'. At the same time, S&P lowered its issue-level rating on Holding's outstanding senior discount notes due 2012 to 'C' from 'CCC+'. The recovery rating on this debt remains '6'. At the same time, S&P removed these ratings from CreditWatch with negative implications where S&P placed them on Feb. 19, 2010. In addition, S&P lowered its issue- level rating on OpCo's senior secured debt to 'B' from 'B+', and this rating remains on CreditWatch with negative implications. The recovery rating on this debt remains unchanged at '2'. The rating outlook is negative. For analytical purposes, S&P view Holdings and its OpCo as one economic entity. According to the TCR on Feb. 23, 2010, Moody's Investors Service assigned a B1 rating to Reddy Ice Corp.'s proposed $300 million first lien senior secured notes due 2015. The company plans to use proceeds from the first lien notes to refinance its existing $240 million senior secured term loan due 2012 and for general corporate purposes. REGENT COMMUNICATIONS: Case Summary & 30 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Regent Communications, Inc. 2000 Fifth Third Center 511 Walnut Street Cincinnati, OH 45202 Bankruptcy Case No.: 10-10632 Chapter 11 Petition Date: March 1, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Kevin Gross About the Business: Regent Communications, Inc., is a radio Broadcasting company that acquires, develops, and operates radio stations. There are 47 subsidiary entities with 62 radio stations in markets in Colorado, Illinois, Indiana, Kentucky, Louisiana, Michigan, Minnesota, New York, and Texas. Regent Communications, Inc. Focuses on radio stations in mid-sized market that are diversified in terms of geographic location, target demographics and format in order to minimize the effects of downturns in specific markets and changes in format preferences. Debtors' Counsel: Michael R. Nestor, Esq. Young Conaway Stargatt & Taylor The Brandywine Bldg. 1000 West Street, 17th Floor PO Box 391 Wilmington, DE 19899 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: bankfilings@ycst.com Total Assets as of January 31, 2010: $166,506,000 Total Debts as of January 31, 2010: $211,282,000 A full-text copy of the Debtor's petition, including a list of its 30 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/deb10-10632.pdf Debtor's List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Arbitron Inc. Trade Debt $84,835 SESAC Trade Debt $60,685 Brainerd Communicators Trade Debt $50,000 Inc. Premiere Radio Networks Trade Debt $26,223 Integrys Energy Services Trade Debt $24,948 Dell Marketing LP Trade Debt $14,192 Time Warner Telecom Trade Debt $14,103 Larimer County Treasurer Trade Debt $13,056 The Shalom Group LP Trade Debt $12,584 CDW Computer Centers Inc. Trade Debt $12,287 Radio Advertising Bureau Trade Debt $11,505 Inc. Spacial Audio Solutions Trade Debt $11,146 LLC National City Trade Debt $10,925 Katz Media Corporation Trade Debt $10,899 Radio Computing Services Trade Debt $10,148 Inc. Katz Radio Trade Debt $9,419 Poudre Valley REA Trade Debt $8,852 Long Heating & Cooling Trade Debt $7,659 Christal Radio Trade Debt $6,889 Weld County Treasurer Trade Debt $6,529 AT&T Trade Debt $6,448 Amacai Information Trade Debt $5,550 Corporation Clear Channel Trade Debt $5,079 Broadcasting Inc. Marketon Broadcast Trade Debt $4,970 Solutions Clear Channel Outdoor Trade Debt $4,960 Promo Suite Trade Debt $4,740 New Odyssey Investment Trade Debt $4,400 El Paso Water Utilities Trade Debt $3,656 National Association of Trade Debt $3,600 Broadcasters KDBC Tower Rental Trade Debt $3,499 List of Holders of Stock in Excess of 5% as of January 31, 2010: Entity Stake ------ ----- Entities affiliated with John J. Ahn 9.66% c/o Bryant Riley Entities affiliated with Bryant Riley 9.58% Entities affiliated with Lloyd I. 6.95% Miller, III Entities affiliated with John H. Wyany 6.92% Entities affiliated with Blue Chip 6.85% Venture Company, Ltd. HJH Partners, LLC 6.62% Entities affiliated with Don A. Sandres 6.21% Entities affiliated with Dimensional 5.15% Fund Advisors LP The petition was signed by Anthony A. Vasconcellos the company's executive vice president and chief financial officer. Debtor-affiliates that filed separate Chapter 11 petitions March 1, 2009: (1) B&G Broadcasting, Inc. Case No: 10-10633 Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: 100,000,001 to $500,000,000 (2) Livingston County Broadcasters, Inc. Case No: 10-10634 Estimated Assets: __________ Estimated Debts: ____________ (3) Regent Broadcasting, LLC Case No: 10-10635 Estimated Assets: __________ Estimated Debts: ____________ (4) Regent Broadcasting Management, LLC Case No: 10-10636 Estimated Assets: __________ Estimated Debts: ____________ (5) Regent Broadcasting Midwest, LLC Case No: 10-10637 Estimated Assets: __________ Estimated Debts: ____________ (6) Regent Broadcasting of Albany, Inc. Case No: 10-10638 Estimated Assets: __________ Estimated Debts: ____________ (7) Regent Broadcasting of Bloomington, Inc. Case No: 10-10639 Estimated Assets: __________ Estimated Debts: ____________ (8) Regent Broadcasting of Buffalo, Inc. Case No: 10-10640 Estimated Assets: __________ Estimated Debts: ____________ (9) Regent Broadcasting of Chico, Inc. Case No: 10-10641 Estimated Assets: __________ Estimated Debts: ____________ (10) Regent Broadcasting of Duluth, Inc. Case No: 10-10642 Estimated Assets: __________ Estimated Debts: ____________ (11) Regent Broadcasting of El Paso, Inc. Case No: 10-10643 Estimated Assets: __________ Estimated Debts: ____________ (12) Regent Broadcasting of Erie, Inc. Case No: 10-10644 Estimated Assets: __________ Estimated Debts: ____________ (13) Regent Broadcasting of Evansville/Owensboro, Inc. Case No: 10-10645 Estimated Assets: __________ Estimated Debts: ____________ (14) Regent Broadcasting of Flagstaff, Inc. Case No: 10-10646 Estimated Assets: __________ Estimated Debts: ____________ (15) Regent Broadcasting of Flint, Inc. Case No: 10-10647 Estimated Assets: __________ Estimated Debts: ____________ (16) Regent Broadcasting of Ft. Collins, Inc. Case No: 10-10648 Estimated Assets: __________ Estimated Debts: ____________ (17) Regent Broadcasting of Grand Rapids, Inc. Case No: 10-10649 Estimated Assets: __________ Estimated Debts: ____________ (18) Regent Broadcasting of Kingman, Inc. Case No: 10-10650 Estimated Assets: __________ Estimated Debts: ____________ (19) Regent Broadcasting of Lafayette, LLC Case No: 10-10651 Estimated Assets: __________ Estimated Debts: ____________ (20) Regent Broadcasting of Lake Tahoe, Inc. Case No: 10-10652 Estimated Assets: __________ Estimated Debts: ____________ (21) Regent Broadcasting of Lancaster, Inc. Case No: 10-10653 Estimated Assets: __________ Estimated Debts: ____________ (22) Regent Broadcasting of Lexington, Inc. Case No: 10-10654 Estimated Assets: __________ Estimated Debts: ____________ (23) Regent Broadcasting of Mansfield, Inc. Case No: 10-10655 Estimated Assets: __________ Estimated Debts: ____________ (24) Regent Broadcasting of Palmdale, Inc. Case No: 10-10656 Estimated Assets: __________ Estimated Debts: ____________ (25) Regent Broadcasting of Peoria, Inc. Case No: 10-10657 Estimated Assets: __________ Estimated Debts: ____________ (26) Regent Broadcasting of Redding, Inc. Case No: 10-10658 Estimated Assets: __________ Estimated Debts: ____________ (27) Regent Broadcasting of San Diego, Inc. Case No: 10-10659 Estimated Assets: __________ Estimated Debts: ____________ (28) Regent Broadcasting of South Carolina, Inc. Case No: 10-10660 Estimated Assets: __________ Estimated Debts: ____________ (29) Regent Broadcasting of St. Cloud, Inc. Case No: 10-10661 Estimated Assets: __________ Estimated Debts: ____________ (30) Regent Broadcasting of St. Cloud II, Inc. Case No: 10-10662 Estimated Assets: __________ Estimated Debts: ____________ (31) Regent Broadcasting of Utica/Rome, Inc. Case No: 10-10663 Estimated Assets: __________ Estimated Debts: ____________ (32) Regent Broadcasting of Watertown, Inc. Case No: 10-10664 Estimated Assets: __________ Estimated Debts: ____________ (33) Regent Broadcasting West Coast, LLC Case No: 10-10665 Estimated Assets: __________ Estimated Debts: ____________ (34) Regent Licensee of Chico, Inc. Case No: 10-10666 Estimated Assets: __________ Estimated Debts: ____________ (35) Regent Licensee of Erie, Inc. Case No: 10-10667 Estimated Assets: __________ Estimated Debts: ____________ (36) Regent Licensee of Flagstaff, Inc. Case No: 10-10668 Estimated Assets: __________ Estimated Debts: ____________ (37) Regent Licensee of Kingman, Inc. Case No: 10-10669 Estimated Assets: __________ Estimated Debts: ____________ (38) Regent Licensee of Lake Tahoe, Inc. Case No: 10-10670 Estimated Assets: __________ Estimated Debts: ____________ (39) Regent Licensee of Lexington, Inc. Case No: 10-10671 Estimated Assets: __________ Estimated Debts: ____________ (40) Regent Licensee of Mansfield, Inc. Case No: 10-10672 Estimated Assets: __________ Estimated Debts: ____________ (41) Regent Licensee of Palmdale, Inc. Case No: 10-10673 Estimated Assets: __________ Estimated Debts: ____________ (42) Regent Licensee of Redding, Inc. Case No: 10-10674 Estimated Assets: __________ Estimated Debts: ____________ (43) Regent Licensee of San Diego, Inc. Case No: 10-10675 Estimated Assets: __________ Estimated Debts: ____________ (44) Regent Licensee of South Carolina, Inc. Case No: 10-10676 Estimated Assets: __________ Estimated Debts: ____________ (45) Regent Licensee of St. Cloud, Inc. Case No: 10-10677 Estimated Assets: __________ Estimated Debts: ____________ (46) Regent Licensee of Utica/Rome, Inc. Case No: 10-10678 Estimated Assets: __________ Estimated Debts: ____________ (47) Regent Licensee of Watertown, Inc. Case No: 10-10679 Estimated Assets: __________ Estimated Debts: ____________ RQB RESORT: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: RQB Resort, LP aka Sawgrass Marriott Resort & Cabana Club 1000 PGA Tour Blvd. Ponte Vedra Beach, FL 32082 Bankruptcy Case No.: 10-01596 Chapter 11 Petition Date: March 1, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtors' Counsel: Cynthia C. Jackson, Esq. Smith Hulsey & Busey 225 Water Street, Suite 1800 Jacksonville, FL 32201 Tel: (904) 359-7700 Email: cjackson@smithhulsey.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by David O'Halloran, the company's president. Debtor-affiliate that filed separate Chapter 11 petition March 1, 2009: (1) RQB Development, LP aka Sawgrass Marriott Golf Villas & Spa. Case No: 10-01599 Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: 100,000,001 to $500,000,000 SCHWAB INDUSTRIES: Files for Chapter 11 in Ohio ----------------------------------------------- Schwab Industries Inc., along with affiliates, filed a Chapter 11 petition on Feb. 28 in Canton, Ohio (Bankr. N.D. Ohio Case No. 10-60702). Schwab Industries is an operator of ready-mix concrete plants and a producer of concrete block. Schwab has 13 ready-mix plants in Ohio and seven in Florida. There are three concrete block plants in Ohio. The petition listed assets and debts of $50 million to $100 million. Assets, however, were $105 million on the Dec. 31 balance sheet. According to Bill Rochelle at Bloomberg News, the Company blamed the bankruptcy filing on the "dramatic slowdown in the construction industry," particularly in southwest Florida. The report relates that secured lenders, owed $59.7 million on a revolving credit and term loans, called a default on the loans in January. SEA LAUNCH: Wants Additional $12MM DIP Loan from Space Launch ------------------------------------------------------------- Sea Launch Company, L.L.C., et al., ask the U.S. Bankruptcy Court for the District of Delaware for authorization to obtain additional postpetition secured financing of up to $3 million in incremental borrowings; and up to $12 million in the final basis, from Space Launch Services, LLC. The Debtors relate that the amount committed by the DIP lender in their first DIP Facility was not sufficient to provide necessary liquidity to carry them through a plan of reorganization. The DIP lender committed to lend only $12.5 million of their requested $25 million loan. The Debtors continued to explore the availability of other financing with the DIP lender and with other potential lenders. The DIP lender agreed to lend the Debtors an additional $12 million, on substantially the same terms and conditions as the first DIP Facility, subject to certain conditions. The Debtors will use the additional financing until March 22, 2010, to, among other things: (i) satisfy working capital and operational needs; (ii) maintain their relationships with vendors, suppliers and customers; and (iii) fund payroll and capital expenditures As adequate protection for any diminution in value of Space Launch's collateral, the Debtors relate that Space Launch's superpriority claims in the first DIP loan will be applicable in the second DIP loan. The Debtors also propose to grant replacement liens on all prepetition and postpetition property of the Debtors' estates. Sea Launch Company, L.L.C., is a satellite-launch services provider that offers commercial space launch capabilities from the Baikonur Space Center in Kazakhstan. Its owners include Boeing Co., RSC Energia, and Aker ASA. Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del. Case No. 09-12153). Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtor's counsel. At the time of the filing, the Company said its assets range from $100 million to $500 million and debts are at least $1 billion. SMART-TEK SOLUTIONS: Earns $548,686 in Q2 Ended December 31 ----------------------------------------------------------- Smart-tek Solutions Inc. filed its quarterly report on Form 10-Q, showing net income of $548,686 on $3.2 million of revenue for the three months ended December 31, 2009, compared with a net loss of $5,108 on $848,130 revenue for the same period of 2008. The Company's balance sheet as of Dec. 31, 2009, showed $4.2 million in assets and $4.3 million of debts, for a stockholders' deficit of $131,592. The Company has net income of $384,086 and cash flow from operations of $35,843 during the six-month period ended December 31, 2009, and had a working capital deficiency of $667,340 and a stockholders' deficiency of $131,592. These matters raise substantial doubt about its ability to continue as a going concern. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?55f6 Reno, Nev.-based Smart-tek Solutions Inc. through its wholly-owned subsidiary Smart-tek Communictions, Inc., provides integrated and cost-effective management solutions in the area of human resources for public and private companies. SPHERIS INC: Has Until March 31 to Come Up With Amended Deal ------------------------------------------------------------ April Wortham, staff writer at Business Journal of Nashville, says Spheris Inc. has until March 31, 2010, to implement an amended services contract with Community Health Systems Inc., otherwise the $10 million invested by Community Health will be reverted back to Spheris' holding company from the operating company. Spheris is asking a federal judge for authority to move forward with the amended deal. A hearing is set for March 25, 2010, to consider the company's request, Ms. Wortham notes. CHS allowed the $10 million to be transfered to Spheris' holding to company to the operating company to keep it afloat during bankruptcy, Ms. Wortham adds. About Spheris Based in Franklin, Tennessee, Spheris Inc. -- http://www.spheris.com/-- is a global provider of clinical documentation technology and services. Spheris Inc., along with five affiliates, filed for Chapter 11 on Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352). Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP represent the Debtors in their Chapter 11 effort. Jefferies & Company serve as financial advisors to the Debtors. Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as counsel to the prepetition and DIP lenders. Garden City Group Inc. is claims and notice agent. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $100,000,001 to $500,000,000. SPLINTERNET HOLDINGS: Posts $273,305 Net Loss in Q3 2009 -------------------------------------------------------- Splinternet Holdings, Inc., reported a net loss of $273,305 on service revenue of $294,285 for the three months ended Septmeber 30, 2009, compared to a net loss of $517,856 on service revenue of $244,167 for the same period of 2008. The increase in service revenue is due to higher usage of the Company's long distance termination by its customer during the three months ended September 30, 2009, as compared to the same period in 2008. The decrease in the net loss was primarily the result of the Company's cost cutting measure which began during the fourth quarter of 2008. Nine Months Results For the nine months ended September 30, 2009, the Company reported a net loss of $875,065 on service revenue of $681,684, compared to a net loss of $1,921,084 on service revenue of $645,125 for the same period of the prior year. Balance Sheet At September 30, 2009, the Company's consolidated balance sheets showed total assets of $3,164,591, total liabilities of $935,257, and total stockholders' equity of $2,229,334. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $288,773 in total current assets available to pay $935,257 in total current liabilities. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?55b6 Going Concern Doubt As of September 30, 2009, the Company had approximately $53,000 in cash and liabilities of approximately $935,000. The Company's net cash used in operating activities for the nine months ended September 30, 2009, was $523,121 hence, the Company will require additional funding in order to be adequately funded for the foreseeable future. The Company has a history of substantial operating losses and an accumulated deficit of $4,614,548 as of September 30, 2009. For the nine months ended September 30, 2009, the Company's net loss was $875,065. The Company has historically experienced cash flow difficulties primarily because expenses have exceeded revenues. The Company expects to incur additional operating losses for the immediate near future. "These factors, among others, raise significant doubt about ability to continue as a going concern. If the Company is unable to generate sufficient revenue from operations to pay expenses or is unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations will be materially and adversely affected." About Splinternet Holdings Based in Norwalk, Connecticut, Splinternet Holdings, Inc. (OTC BB: SLNH.OB) -- http://www.splinter.net/-- does not conduct any business or own any assets other than all of the issued and outstanding shares of Splinternet Communications, Inc. and Vidiation, Inc. Splinternet Communications, Inc. was incorporated in the State of Connecticut in January 2000. Splinternet Communications, Inc., which also operates under the name Defentect in connection with its radiation detection business, is a developer of Internet Protocol (IP) based management, monitoring and messaging system which interfaces with Defentect's radiation detection devices, third-party radiation detection sensors and other third-party threat-event sensors. In addition, Splinternet continues to resell excess VoIP capacity primarily to traditional international carriers. Vidiation, Inc. is a radiation detection sales and marketing company incorporated in the State of Delaware on December 10, 2007, which acquired certain assets from Vidiation LLC. Vidiation LLC was a radiation detection technology development company which had extensive sales and marketing experience in the surveillance and security market space and was actively engaged in that space. STERLING MINING: Wants $2MM DIP Loan from Minco to Pay Penalty -------------------------------------------------------------- Sterling Mining Company asks the U.S. Bankruptcy Court for the District of Idaho for authorization to obtain additional $2 million suplemental postpetition financing to pay the EPA/Tribe penalty, and to continue operations on a go forward basis for the next three months. Minco Silver Corporation, a secured creditor, has $6 million prepetition claim pursuant to the July 21, 2008 credit facility, plus $3 million postpetition lending made and accruals. Minco may claim an unsecured claim for a break-up fee of $2.7 million. As of the petition date, Minco has a scheduled second position prepetition blanket security interest on all assets of the Debtor, excepting the Sunshine Precious Metals, Inc. Lease, securing the amount scheduled at $5,211,834. The Debtor was unable to obtain unsecured credit on the same terms as that of Minco. The funding will be made in monthly increments up to a maximum of $750,000 and $1.25 million settlement amount once approved. The funding will terminate unless final and binding orders of the Court are entered by June 6, 2010. About Sterling Mining Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral resource development and exploration company. Sterling is engaged in the business of acquiring, exploring, developing and mining mineral properties primarily those containing silver and associated base and precious metals. Sterling operates the Sunshine Silver Mine in Idaho and has exploration projects in Idaho, U.S.A. Sterling was incorporated under the laws of the State of Idaho on February 3, 1903 and its common shares are currently listed on the OTCBB: SRLMQ and Frankfurt Stock Exchange: SMX. Sterling is currently a debtor-in-possession in Chapter 11 Bankruptcy in the District of Idaho, U.S.A. Sterling Mining filed for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered represents the Debtor as counsel. As of September 30, 2008, Sterling Mining had $31.9 million in total assets, and $13.2 million in total current liabilities and $1.6 million in total long-term liabilities. In its schedules, the Debtor listed total assets of $11,706,761 and total debts of $14,159,010. ST MARY'S HOSPITAL: Emerges from Chapter 11 Protection ------------------------------------------------------ St. Mary's Hospital of Passaic has emerged from Chapter 11 bankruptcy, says Bob Groves at The Record. The hospital said it will implement its court-approved plan of reorganization to pay off creditors, and strive to increase its revenues by treating more patients and controlling costs, Mr. Grove notes. St. Mary's Hospital, Passaic, N.J., filed for Chapter 11 protection on March 9, 2009 (Bankr. D. N.J. Case No. 09-15619). Joseph Lubertazzi, Jr., Esq., at McCarter & English assists the hospital in its restructuring effort. St. Mary's listed assets of $70.8 million and debts of $128 million. STEVE & BARRY: Investors Try to Dodge WARN Suit ----------------------------------------------- Bay Harbour Management LC and others that invested in bankrupt discount retailer Steve & Barry's are seeking to be let off the hook in a lawsuit alleging the company failed to give workers proper notice before a November 2008 mass firing, Law360 reports. About BH S&B BH S&B Holdings LLC filed for bankruptcy protection together with seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead Case No. 08-14604). The seven debtor-affiliates are BH S&B Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate Licensing LLC, and Heritage Licensing LLC. BH S&B was formed by investment firms Bay Harbour Management and York Capital Management in August 2008 to acquire the business operations and assets of bankrupt retailer Steve & Barry's for $163 million in August 2008. Steve and Barry's, based in Port Washington, New York, was a specialty retailer of apparel and accessories, selling, among other things, university apparel and lifestyle brands, private-label casual clothing, and exclusive celebrity endorsed apparel. Steve & Barry's had 240 locations when it was bought and the new owners had planned to cut that down to 173 stores. BH S&B had intended to operate certain Steve & Barry's stores as going concerns and to liquidate inventory at other locations. Since the sale closing, however, for various reasons, including the general health of the American economy and the state of the retail market in particular, sales at all stores have been disappointing, and BH S&B's revenue has suffered. As a result, BH S&B was not in compliance with certain covenants under their senior secured credit facility and had no prospects for continued financing of their business as a going concern. In consultation with its lenders, BH S&B decided the appropriate course of action to maximize value for the benefit of all of its stakeholders was an orderly liquidation in Chapter 11. Bay Harbour Management is an SEC registered investment advisor with significant experience in purchasing distressed companies and effectuating their turnaround. The firm's holdings have included the retailer Barneys New York, the facilities based CLEC Telcove, and the former Aladdin Casino, now operating on the Las Vegas strip as the Planet Hollywood Resort and Casino following its rebranding and turnaround. York Capital Management is an SEC registered investment advisor with offices in New York, London, and Hong Kong with more than $15 billion in assets under management. York Capital was founded in 1991 and specializes in value oriented and event driven equity and credit investments. BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC. BH S&B and its affiliates' chapter 11 cases are presided over by the Honorable Martin Glenn. Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York, serve as bankruptcy counsel to BH S&B and its affiliates. RAS Management Advisors LLC acts as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and notice agent. About Steve & Barry's 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. Pursuant to the Purchase Agreement, the Court authorized 51 entities to change their corporate names. Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) was changed to Stone Barn Manhattan LLC. Parent company Steve & Barry's LLC (Case No. 08-12615) is now known as Steel Bolt LLC. When Steve & Barry's LLC and its affiliates filed for bankruptcy, they listed $693,492,000 in total assets and $638,086,000 in total debts. SUNRISE SENIOR: Ernst & Young Raises Going Concern Doubt -------------------------------------------------------- Ernst & Young LLP of McLean, Virginia, express substantial doubt about Sunrise Senior Living Inc.'s ability as a going concern after auditing the company's financial statement for the year ended Dec. 31, 2009. The auditor said the Company cannot borrow under the bank credit facility and the Company has significant debt maturing in 2010 which it does not have the ability to repay. The Company reported $910.58 million in total assets and $884.35 million in total liabilities, resulting to a $26.23 million stockholders' deficit as of Dec. 31, 2009. The Company had $39.3 million and $29.5 million of unrestricted cash and cash equivalents at Dec. 31, 2009, and Dec. 31, 2008, respectively. Since Jan. 1, 2009, the Company has no borrowing availability under its bank credit facility. As a result, during 2009, the Company financed operations primarily with cash generated from operations and sales of assets, including the sale of its Greystone subsidiary, the sale of its Aston Gardens equity interest and the sale of 21 communities. In 2010, the Company intends to sell: * German communities; * the liquidating trust assets and, at the company's discretion; * certain communities and land parcels, of which any net sales proceeds on the disposition of these assets would be split equally, the mortgage holder and the lenders under the Bank Credit Facility. Additional financing resources will be required to refinance existing indebtedness that comes due within the next 12 months. The Company has undertaken efforts to reduce expenses and preserve liquidity including: * significantly reducing operating costs; * seeking to restructure the terms of our indebtedness including extension of scheduled maturity dates; and * pursuing sales of selected assets. The Company said there is no assurance can be given that it will be successful in achieving any of these efforts. As of Dec. 31, 2009, the Company has no projects under development and it does not currently have plans to commence any new projects. The company will reconsider future development when market conditions stabilize and the cost of capital for development projects is in line with projected returns. Cash and Liquidity Update Sunrise had $39.3 million of unrestricted cash at Dec. 31, 2009. Sunrise has no borrowing availability under its bank credit facility, and has significant scheduled debt maturities in 2010 and significant debt that is in default. As of December 31, 2009, Sunrise had debt of $440.2 million, of which $227.2 million of debt is scheduled to mature in 2010, including $33.7 million under its bank credit facility, which is due in December 2010. Debt that is in default totals $317.2 million, including $198.7 million of debt that is in default as a result of the failure to pay principal and interest to the lenders of Sunrise's German communities. Sunrise is seeking waivers with respect to existing defaults to avoid acceleration of these obligations. On Feb. 12, 2010, Sunrise extended $56.9 million of debt that was either past due or in default at December 31, 2009. The debt is associated with an operating community and two land parcels. In connection with the extension, Sunrise (i) made a $5.0 million principal payment at closing, (ii) extended the terms of the debt to no earlier than December 2, 2010, (iii) provided for an additional $5.0 principal payment on or before July 31, 2010, and, among other items, (iv) defaults under the loan agreements were waived by the lenders. A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?55e9 About Sunrise Senior McLean, Virginia-based Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- employs 40,000 people. As of November 9, 2009, Sunrise operated 403 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of approximately 41,500 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise's senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. SWOOZIE INC: Files Chapter 11 as New Stores Fail ------------------------------------------------ Swoozie's, Inc., filed for voluntary Chapter 11 Bankruptcy protection in the United States Bankruptcy Court for the Northern District of Georgia. The Company expects immediate authorization of its bankruptcy petition. Swoozie's, Inc.'s decision to file for Chapter 11 protection was driven mainly by the underperformance of its recently acquired 13 northeastern locations and by the impact of the current economic downturn on the Company's operating performance. Swoozie's core business has remained sound even through the recent turbulent economy, and the customer base is at its strongest point to date. This foundation is one of the key motivators behind The Company's determination to pursue the opportunity to emerge from the bankruptcy. "This action is an unfortunate but necessary and responsible step to preserve value for Swoozie's, Inc.'s secured creditors, vendors, landlords, additional creditors, customers, and employees in light of the ongoing challenging retail environment." said Kelly Plank Dworkin, CEO of Swoozie's, Inc. Ms. Dworkin stated further, "We believe our business model is sustainable in today's world, and the Chapter 11 process will allow us to find the best alternative for all of our stakeholders." The company's legal counsel is Dennis Connolly and Wendy Reingold Reiss of Alston & Bird, LLP and the company's financial advisor is Lee Diercks of Clear Thinking Group LLC. About Swoozie's, Inc. Swoozie's, a luxury gift and paper retail chain, operating in 15 states with 43 locations was founded in 2001 in Atlanta, Georgia by Kelly Plank Dworkin and the late David Dworkin. Swoozie's was built on a commitment to and a focus on the important events, celebrations and social occasions in life including weddings, baby showers, birthdays, anniversaries, holidays or simply family dinners. THE SRKO FAMILY: Gets OK to Hire Kutner Miller as Bankr. Counsel ---------------------------------------------------------------- The SRKO Family Limited sought and obtained permission from the Hon. Howard R. Tallman of the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Miller Brinen, P.C., as bankruptcy counsel. Kutner Miller will, among other things: a. aid the Debtor in the development of a plan of reorganization under Chapter 11; b. file the necessary petitions, pleadings, repots, and actions which may be required in the continued administration of the Debtor's property under Chapter 11; c. take necessary actions to enjoin and stay until final decree herein continuation of pending proceedings and to enjoin and stay until final decree herein commencement of lien foreclosure proceedings; and d. perform all other legal services for the Debtor which may be necessary herein. Kutner Miller will be paid based on the hourly rates of its personnel: Lee M. Kutner $420 Jeffrey S. Brinen $340 David M. Miller $320 Aaron A. Garber $290 Jenny M.F. Fujii $250 Heather E. Schell $200 Benjamin H. Shloss $180 Lee M. Kutner, a shareholder of Kutner Miller, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The SRKO Family Limited Partnership, dba Colorado Crossing, is based in Colorado Springs, Colorado. The Company filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. D. Colo. Case No. 10-13186). The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. TROPICANA ENTERTAINMENT: Assets Transfer Exempt From NJ Taxes ------------------------------------------------------------- Tropicana Entertainment LLC and certain of its affiliates or the "OpCo Debtors" sought and obtained an order from the U.S. Bankruptcy Court for the District of Delaware confirming that transfers of certain "acquired assets" are exempt from New Jersey transfer taxes pursuant to Section 1146(a) of the Bankruptcy Code in connection with the sale of the Tropicana Hotel and Casino Atlantic City pursuant to the terms of the November 4, 2009 Plan Modification and Sale Order. For the avoidance of doubt, the Court makes clear that the "Acquired Assets" include: (i) assets identified in a schedule, a copy of which is available for free at http://bankrupt.com/misc/Tropi_AcquiredAssets022010.pdf and (ii) the assets of Adamar of New Jersey, Inc., Manchester Mall, Inc., Ramada of New Jersey, Inc., Adamar Garage Corporation and Atlantic-Deauville, Inc., each of which are to be transferred to certain of the Reorganized OpCo Debtors pursuant to the Amended Tropicana AC Purchase Agreement. Sale-Related Transactions As previously reported, Judge Carey approved on November 4, 2009, the Amended Tropicana AC Sale Motion and entered the Plan Modification and Sale Order, which (x) authorized OpCo Debtors Ramada New Jersey, Inc., Ramada New Jersey Holdings Corporation, Atlantic-Deauville, Inc., Adamar Garage Corporation or the "Non- Conservatorship Sellers; Tropicana Entertainment, Inc. or the "Reorganized OpCo Corporation;" and Tropicana Entertainment LLC to enter into an amended and restated purchase agreement in connection with the sale of the Tropicana AC Casino; and (y) approved corresponding changes to the First Amended OpCo Plan. The Amended and Restated Purchase Agreement contemplates a series of transfers to occur in connection with the consummation of the Modified OpCo Plan, pursuant to which the Reorganized OpCo Debtors will own the Tropicana AC Casino post-emergence. Among other things, the Transactions contemplate that: (1) Substantially all of the assets of the Non-Conservatorship Sellers and New Jersey Debtors Adamar of New Jersey, Inc., and Manchester Mall, Inc., used in the operations of Tropicana AC will be conveyed to two newly formed subsidiaries of Reorganized OpCo Corporation, namely Tropicana Atlantic City Corp. and Tropicana AC Sub Corp.; (2) About $200,000,000 of the principal amount of the OpCo Debtors' prepetition secured credit facility will be canceled as part of a credit bid for the Acquired Assets; and (3) The "Secured Parties" holding claims under the OpCo Credit Facility will receive a certain number of shares of Reorganized OpCo Common Stock on account of the Acquired Assets. As a result, the Secured Parties will indirectly own the Tropicana AC Casino and the Acquired Assets in exchange for the cancellation of $200,000,000 in OpCo Credit Facility Claims, and the Tropicana AC will be reintegrated into the operations of the Reorganized OpCo Debtors. The OpCo Debtors' Original Plan included certain modifications necessary to implement the Tropicana AC Sale. As part of the Plan Modifications, the portion on "Restructuring Transactions" were modified to incorporate the Transactions contemplated under the Amended Purchase Agreement. Refusal to "Pre-Clear" Transactions The OpCo Debtors filed their Tax Exemption Motion in light of the refusal of the Atlantic County Clerk's Office to "pre-clear" the contemplated Transactions under the Tropicana AC sale deal notwithstanding the State of New Jersey Department of Treasury, Division of Taxation's direction to do so after the close of business on February 19, 2010, according to Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Atlantic County Clerk's Office apparently asserted that the "New Jersey Debtors," whose assets are part of the Acquired Assets to be transferred to the Reorganized OpCo Debtors, are not specifically identified in the November 2009 Plan Modification and Sale Order. The OpCo Debtors, as part of their preparation to close the Tropicana AC Sale, needed the Clerk's Office to confirm that it would accept real property transfer documents without payment of transfer taxes pursuant to the Plan Modification and Sale Order. Accordingly, the Bankruptcy Court has ruled in favor of the OpCo Debtors with respect to the tax exemption of the Acquired Assets. Judge Carey directs all taxing authorities to take any and all actions to certify, confirm and consummate the transfer of the Acquired Assets pursuant to the Amended Purchase Agreement exempt from taxation in accordance with Section 1146(a) of the Bankruptcy Code. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have obtained confirmation from the Bankruptcy Court of a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: OpCo Loans Maturity Extended to March 31 ----------------------------------------------------------------- A group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana, designated as the OpCo Debtors, sought and obtained permission from Judge Kevin Carey on February 23, 2010, to enter into a fifth amendment to the DIP Credit Agreement, extending the maturity date of the DIP Facility, through and including March 31, 2010, and to pay any related amendment fee. The Court previously approved the OpCo Debtors' Fourth DIP Amendment, setting the current maturity date of the Debtors' DIP Credit Agreement to February 28, 2010. Previous Court-approved DIP Facility Amendments were made pursuant to orders dated October 14, 2008; March 17, 2009; August 31, 2009; and January 27, 2010. The OpCo Debtors aver that they have made significant headway towards satisfying the conditions precedent to the consummation of their confirmed Chapter 11 Plan. They hope to exit before the end of March 2010, and have filed a separate motion for an extension of the Plan Effectivity Date through March 31, 2010. The OpCo Debtors, however, note that they have yet to obtain regulatory approval in the state of New Jersey. They relate that they have submitted all necessary information to New Jersey regulatory authorities and, on February 11, 2010, the New Jersey Division of Gaming Enforcement submitted its report with respect to the licensure of the Reorganized OpCo Debtors' post-emergence owners to the New Jersey Casino Control Commission. The OpCo Debtors anticipate that the NJ Commission will make the final licensure determination necessary to close the Tropicana Atlantic City purchase agreement at a hearing in the next few weeks Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, points out that if the Fifth DIP Amendment was not approved, the DIP Credit Agreement may mature before the OpCo Plan can be consummated and upon that maturity, the OpCo Debtors will be required to satisfy in full all obligations under the DIP Credit Agreement. An extension of the maturity date of the DIP Facility, he insists, would enable the OpCo Debtors to continue to pursue consummation of their Plan -- the occurrence of which provides a means to satisfy the DIP Credit Agreement in full. The OpCo Debtors relate that they do not expect to pay any related fees with respect to the Fifth DIP Amendment Motion. Just before Judge Carey entered his recent ruling, the OpCo Debtors submitted to the Court on February 22, 2010, the final version of its amendment agreement with the DIP Lenders. The OpCo Debtors designated the agreement document as "Amendment No. 6 to the Credit Agreement," a full-text copy of which is available for free at: http://bankrupt.com/misc/Tropi_DIPAm6_022210.pdf Judge Carey noted that his recent ruling approves the agreed amendment noted in the "Amendment No. 6" document. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have obtained confirmation from the Bankruptcy Court of a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Plan Consummation Deadline Moved March 31 ------------------------------------------------------------------ A group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana, designated as the OpCo Debtors, sought and obtained an order from the U.S. Bankruptcy Court for the District of Delaware for an extension of the deadline by which all conditions of the confirmed OpCo Plan must be satisfied or waived, through and including March 31, 2010. Consistent with the Confirmation Order, the Court's recent extension ruling issued on February 23, 2010 constitutes a final order establishing the date by which each of the conditions to consummation must be satisfied or waived pursuant to the OpCo Plan. In support of their request, the OpCo Debtors asserted that they have made significant headway toward satisfying the conditions precedent to the consummation of their Plan, including (1) completing the registration process to become a reporting company under the Exchange Act of 1934; (2) finalizing the terms of their exit financing that will, among other things, allow them to repay all of the amounts outstanding under the DIP Facility; and (3) obtaining the necessary state regulatory approvals for their casino operations in Mississippi, Nevada, Indiana, and Louisiana. The OpCo Debtors noted that they are presently in the process of obtaining regulatory approvals in New Jersey that will allow them to regain control of the Tropicana Hotel and Casino - Atlantic City upon emergence from Chapter 11. The OpCo Debtors have submitted all necessary information to New Jersey regulatory authorities and on February 11, 2010, the New Jersey Division of Gaming Enforcement submitted its report with respect to the licensure of the Reorganized OpCo Debtors' post- emergence owners to the New Jersey Casino Control Commission. The OpCo Debtors anticipate that the NJ Commission will make the final licensure determination necessary to close the Tropicana Atlantic City purchase agreement at a hearing in the next few weeks, according to Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The OpCo Debtors anticipate an exit from Chapter 11 protection within the next few months. They are particularly hopeful for an exit from bankruptcy before the end of March 2010. However, they also noted that despite best efforts, they may not be in a position to declare the Plan effective by the February 28, 2010 Deadline. Mr. Kaufman noted that without an extension of the February 2010 Plan Effective Date Deadline, a party-in-interest might move to vacate the Confirmation Order and that action would distract the OpCo Debtors from their efforts to obtain final approvals in New Jersey and consummate the OpCo Plan. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have obtained confirmation from the Bankruptcy Court of a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Trustee Sues Ex-Owner for Misconduct ------------------------------------------------------------- Lightsway Litigation Services, LLC, solely in its capacity as trustee of the Tropicana Litigation Trust established in the Chapter 11 cases of the Delaware Tropicana Debtors and the New Jersey Debtors, commenced a complaint in the U.S. Bankruptcy Court for the District of Delaware on February 17, 2010, charging these parties with misconduct, breach of fiduciary obligation, breach of contract, and aiding and abetting: * William J. Yung, III * Wimar Tahoe Corporation, fka Tropicana Casino and Resorts Inc. * Columbia Sussex Corporation * Joe Yung * The 1994 William J. Yung Family Trust * CSC Holdings LLC * JMBS Casino Trust * Casuarina Cayman Holdings LLC Mr. Yung, Wimar/TCR and Columbia Sussex are collectively referred to as the Yung Group. Lightsway filed the Complaint on behalf of the Debtors and pursuant to the Litigation Trust established under the Debtors' confirmed Chapter 11 Plans. Lightsway is represented by Cross & Simon LLC. W. Yung & the Yung Group Mr. Yung founded Columbia Sussex in 1972. With the addition of a 70+-hotel portfolio, Columbia Sussex grew to be one of the largest privately held hospitality companies in the United States, with revenue of $970,000 in 2006. "Mr. Yung's management philosophy included extracting significant cost savings, typically through job reductions and substantial leverage," according to Joseph Grey, Esq., at Cross & Simon LLC, in Wilmington, Delaware. In 1990, Mr. Yung created Wimar, which was later renamed to Tropicana Casinos and Resorts, Inc., to purchase, develop and operate casino properties. By 2006, Mr. Yung, through Wimar and its affiliates, acquired several casinos and resorts, including the Lake Tahoe Horizon Casino and Resort in Stateline, Nevada; the MontBleu Resort Casino and Spa, which is adjacent to Horizon; the Lighthouse Point Casino in Greenville, Mississippi; the Bayou Caddy's Jubilee Casino in Greenville, Mississippi; the River Palms Hotel and Casino in Laughlin, Nevada; the Vicksburg Horizon Casino in Vicksburg, Mississippi; and the Belle of Baton Rouge in Baton Rouge, Louisiana. Mr. Yung, through Wimar, entered into an agreement to acquire Aztar, Inc., for $2,800,000,000 in May 2006. Aztar owned, and Wimar acquired, five casino properties -- the Tropicana Atlantic City, Tropicana Las Vegas, Casino Aztar Evansville, the Tropicana Express Hotel and Casino in Laughlin, Nevada, and the Casino Aztar Caruthersville in Caruthersville, Missouri. On January 3, 2007, Wimar acquired all of the outstanding stock of Aztar for $2,100,000,000 in cash. The Yung Group obtained a license to operate Casino Aztar, but after Evansville Mayor Jonathan Weinzapfel filed a complaint, the Indiana Gaming Commission commenced an investigation that resulted in Tropicana paying $125,100 to settle a 14-count disciplinary proceeding. Mayor Weinzapfel accused Mr. Yung of reneging on his promise to avoid massive employee layoffs when he bought Casino Aztar. The licenses renewal was threatened by the Indiana Commission's investigation. By December 2007, Tropicana announced its plans to sell Casino Aztar. Subsequently, on March 31, 2008, Debtor Aztar Riverboat Holding Company LLC entered into a Securities Purchase Agreement to sell its membership interests in Casino Aztar to Resorts Indiana LLC and Eldorado Resorts LLC. However, before the sale could be consummated, it became apparent that Eldorado would not likely be able to close on the sale transaction. To avoid a costly sale hearing, the Debtors and Eldorado entered into a Court-approved settlement, which provides that the Securities Purchase Agreement was terminated and the Selling Debtor would retain $5,000,000 of the $10,000,000 escrow, with the remainder being returned to Eldorado. On June 10, 2007, TCR sold Aztar Missouri Riverboat Gaming Company, which held the Casino Aztar Cartuthersville, to Isle of Capri for $45,000,000. TCR retained all proceeds of the sale. Upon closing of the Aztar Acquisition in early 2007, it was contemplated that the Las Vegas property would immediately be demolished due to the extensive maintenance required. Mr. Grey notes that to reduce expenses, Mr. Yung "drastically" terminated employees and stopped all marketing efforts for Tropicana Las Vegas. The timeline for Mr. Yung's Las Vegas transformation was pushed back and in April 2008, it was announced that Tropicana Las Vegas would remain open. However, by that time, the Las Vegas property has deteriorated significantly and its workforce had been reduced in several key areas, thus making a successful rescue nearly impossible, according to Mr. Grey. On October 30, 2007, New Jersey's Division of Gaming Enforcement or DGE issued a "scathing" report on the application of Adamar of New Jersey, Inc. for renewal of its casino and casino hotel alcoholic beverage licenses for Tropicana Atlantic City. The DGE Report noted that (i) numerous discrepancies existed in TCR management's reporting to New Jersey regulators regarding the number of employee terminations that had taken place or were proposed; (ii) certain of the terminations likely resulted in regulatory breaches, and (iii) Tropicana Atlantic City failed to establish in a timely manner an independent audit committee, as required by New Jersey law. Nevertheless, the DGE recommended renewal of Tropicana Atlantic City's licenses subject to 26 separate conditions. The final decision, however, regarding the Debtors' renewal application for Tropicana Atlantic City rested with the New Jersey Casino Control Commission. After eight days of hearings in November and December 2007, the NJ Commission denied the license renewal application for Tropicana Atlantic City. The NJ Commission's December 12, 2007 order was based on two main factors: (i) the Yung Group's failure to form a statutorily required audit committee, and (ii) the adverse effects of insufficient staffing. The NJ Commission also: -- imposed a civil penalty of $750,000; -- identified Columbia Sussex's involvement in the application for licensure as a separate ground for denying the application. It was unknown whether Columbia Sussex would have complied with the regulatory requirements as a holding company; -- found that Mr. Yung and his "cohorts" made personal equity investments that were mischaracterized as loans to avoid additional regulatory scrutiny; -- concluded that Mr. Yung, who controlled the licensee, "demonstrated a lack of financial integrity;" and -- called for the resignation of Mr. Yung as sole member of Tropicana's board of directors. It was only in July 2008 that Mr. Yung finally agreed to step down from the Board of Tropicana Entertainment Holdings LLC. Mr. Yung appealed the NJ Commission's decision to the New Jersey Court of Appeals and the Supreme Court of New Jersey. Both courts affirmed the original order of the NJ Commission. Defendants Engaged in Gross Misconduct On behalf of Lightsway, Mr. Grey contends that from January 2007 through mid-2008, the Yung Group, led by Mr. Yung, recklessly violated and ignored applicable gaming laws and regulations, and recklessly mismanaged the Debtors' business and properties -- all of which led to financial catastrophe and insolvency that included the loss of the New Jersey gaming license under which Tropicana Atlantic City operated as well as the consequential demise of other casino operations. Mr. Grey reminds the Court that at all relevant times, the Yung Group owned, operated, and otherwise controlled directly and through affiliated persons and entities the Debtors, and owed fiduciary duties to them. The categories of misconduct committed by the Yung Group, Mr. Grey notes, include: (1) recklessly laying off employees and creating substantial staffing and service problems; (2) assuming excessive debt, which was out of proportion to the financial capacity of the Debtors but designed to financially enrich the Yung Group; (3) violating applicable gaming regulations; and (4) making equity investments in certain of the Debtors that were mischaracterized as loans to avoid additional regulatory scrutiny, thus demonstrating a lack of financial integrity. The Yung Group knew that failure to abide by applicable law and regulations, and acts of gross misconduct would lead to the financial collapse of the Debtors, resulting in hundreds of millions of dollars of lost enterprise value, which also translated into losses to the creditors of the Debtors, among whom are the beneficiaries of the Litigation Trust, Mr. Grey contends. The Yung Group's reckless and grossly negligent conduct damaged the Debtors, including the substantial impairment of the value of Tropicana Atlantic City and Casino Aztar, Mr. Grey argues. He tells the Court that pursuant to an Asset Impairment Test: -- the loss of enterprise value of Tropicana Atlantic City was estimated to be more than $500,000,000; and -- damages attributable to Casino Aztar total more than $187,000,000. Mr. Grey adds that Mr. Yung's terminations had a direct and almost immediate impact at the River Palms Casino in Laughlin, Nevada, where all part-time employees were terminated in February 2007. Columbia Sussex ignored the fact that all of those employees were retirees who were both "Level 1 players" and well- connected to the local customers. When those employees were terminated, they stopped gambling at River Palms, as did their friends, resulting in an almost instantaneous loss of gaming revenue by 20%, according to Mr. Gray. In addition, Mr. Grey points out, under the Yung Group's control, various properties deteriorated even further due to lack of meaningful capital improvements. Accordingly, under the Complaint, Lightsway alleges these counts against the Defendants: (1) Breach of fiduciary obligation against the Yung Group; (2) Breach of contract against Columbia Sussex and TCR; (3) Breach of implied covenant of fairdealing against Columbia Sussex and TCR; and (4) Equitable subordination against all the Defendants. Lightsway specifically asks the Court to: (a) award it damages in an amount yet to be determined as alleged in each count of the Complaint; (b) declare that the proofs of claim filed by the Defendants and its affiliates in the Debtors' bankruptcy cases are equitably subordinated; and (c) award it costs and reasonable attorneys' fees as provided by law. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have obtained confirmation from the Bankruptcy Court of a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TXCO RESOURCES: FTI Asks for $3M For Bankruptcy Case ---------------------------------------------------- Law360 reports that FTI Consulting Inc. has asked a bankruptcy judge to sign off on nearly $3 million in fees and expenses to close out its involvement in TXCO Resources Inc.'s Chapter 11 proceedings. TXCO Resources Inc. is an independent oil and natural gas enterprise with interests in the Maverick Basin of Southwest Texas, the Fort Trinidad area of East Texas, the onshore Gulf Coast region and the Marfa Basin of Texas, the Midcontinent region of Western Oklahoma and willow Gulf of Mexico waters. The Company's business strategy is to acquire undeveloped mineral interests and internally develop a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. The Company accounts for its oil and natural gas operations under the successful efforts method of accounting and trade its common stock under the symbol "TXCOQ.pk." The Company and its subsidiaries filed for Chapter 11 protection on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807). The Debtors hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at Cox Smith Matthews Incorporated, as general restructuring counsel; Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts counsel; Albert S. Conly as chief restructuring officer and FTI Consulting Inc. as financial advisor; Goldman, Sachs & Co. as financial advisor for assets sale; Global Hunter Securities, LLC, as financial advisors and investment bankers; and Administar Services Group LLC as claims agent. Gardere Wynne Sewell LLP represents the Committee. UAL CORP: Dist. Court Affirms Disallowance of Regen Capital Claim ----------------------------------------------------------------- To recall Regen Capital I, Inc., took an appeal to the United States District Court for the Northern District of Illinois from the United States Bankruptcy Court for the Northern District of Illinois' order disallowing Regen's Amended Cure Claim No. 43490 for $4,272,255 against United Air Lines, Inc. District Judge John W. Darrah stated that while the Bankruptcy Court's interpretation of an Assignment Agreement between Regen and AT&T, whereby AT&T sold Claim No. 43490 to Regen, is a question of law, the weight given by the Bankruptcy Court to extrinsic evidence used in interpreting that agreement is an issue of fact, subject to review for clear error. Judge Darrah, thus, agreed with the Bankruptcy Court's interpretation of the Assignment Agreement. As United argued, the only reasonable interpretation of the Assignment Agreement is that Regen purchased general prepetition unsecured claims and the right to recover any distribution made on account of these general prepetition unsecured claims -- or the right to sue if distributions were not made, Judge Darrah said. Moreover, as the Bankruptcy Court held, the right to a cure does not arise out of a claim; rather, the right to demand cure arises from pre-existing contracts, Judge Darrah added. In this light, Regen's proposed reading of the Assignment Agreement attempting to include the right to cure in "rights arising out of or in connection with" a general prepetition unsecured claim, must fail, Judge Darrah held. Similarly, he continued, as United pointed out, it makes no sense that Regen would be entitled to cure since United has no obligations under United's contracts with AT&T. Judge Darrah averred that the curing of pre-assumption default, as well as the debtor's continued performance under the contract, is the flip- side of the contracting party's continued performance of an assumed contract in In re Conseco, Inc., 330 B.R. 673, 687, (Bankr. N.D. Ill. 2005). Indeed, the Assignment Agreement clarifies that the underlying rights and obligations of the AT&T contracts were not transferred to Regen, Judge Darrah noted. Thus, Regen cannot be entitled to cure, he said. Moreover, Judge Darrah found that the Bankruptcy Court's determination regarding a July 6, 2005 letter from an AT&T employee in construing the agreement was not clear error. Under New York law, which governs the Assignment Agreement, "extrinsic and parol evidence is not admissible to create an ambiguity in a written agreement which is complete and clear and unambiguous upon its face," he explained. Judge Darrah opined that the Assignment Agreement is clear and unambiguous. Judge Darrah also found that the Bankruptcy Court's statement that, if it was to consider the July 2005 Letter, it would give no weight, was not unreasonable considering that three years passed from the date of the Assignment Agreement to the date of the July 2005 Letter. The Bankruptcy Court held that Regen was not entitled to cure because United rejected the AT&T contracts. The Bankruptcy Court also found that United had exercised its right under the Plan to reject the contracts once Regen asserted that it was entitled to cure. The Bankruptcy Court further noted that this was consistent with the Plan that gave United up to 15 days after a cure amount was determined to reject the contract. In light of these determinations, Judge Darrah found the Bankruptcy Court's reasoning persuasive. Accordingly, Judge Darrah affirmed the Bankruptcy Court's order disallowing Regen's Amended Cure Claim. A full-text copy of the District Court's memorandum of opinion entered February 2, 2010, is available for free at: http://bankrupt.com/misc/UAL_Feb2DCOrder.pdf About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: Has Deal With ExpressJet for Service of 22 Aircraft ------------------------------------------------------------- ExpressJet Holdings, Inc. (NYSE: XJT), parent company of regional and charter airline operator, ExpressJet Airlines, Inc., announced that it signed an agreement with United Airlines covering 22 ERJ- 145 aircraft for United Express service effective December 1, 2009. This signed agreement finalizes the previously announced successful bid by ExpressJet to replace flying done by other United Express partner carriers whose contracts have expired. An additional 10 ERJ-145 aircraft, sourced from our Corporate Aviation (charter) fleet, were added through an amendment to the agreement and will begin operating for United Express on May 1, 2010. ExpressJet ended January 2010 with ten aircraft in operation for United Express. ExpressJet expects this monthly fleet plan for United Express for the first-half of 2010: Month Aircraft Added Total Operating as United Express ----- -------------- --------------------------------- February 6 16 March 6 22 April 0 22 May 10 32 June 0 32 The agreement has an initial term of three years (expiring April 30, 2013) for 11 aircraft and two years (expiring April 30, 2012) for the remaining 11 aircraft, and will have a renewal option, at United's election, for additional periods up to a total term of five years. From May 2010 through December 2010, ExpressJet will fly up to 10 additional aircraft for United Express in the current ExpressJet livery. United will have the option to renew the operation of these aircraft for up to four additional periods of not less than thirty days per renewal period. United must notify ExpressJet of its intention to renew for the initial renewal period no later than June 15th for the first six supplemental aircraft and August 15th for the remaining four additional aircraft. In an effort to provide United with increased flexibility, the amendment to the agreement allows United to extend the renewal deadline for each aircraft upon certain terms and conditions. If the renewal option is not exercised, the ten aircraft will be removed from service and placed into the Corporate Aviation (charter) operation as follows: Potential Aircraft Remaining Total Renewal Date Removed Operating as United Express ------------ ------------------ --------------------------- October 15 3 29 November 15 3 26 December 15 4 22 ExpressJet expects that full-year block hours within its contract flying segment should increase between 10% and 15% as a result of this flying for United, and that run-rate expectations will be established during third quarter 2010 after all airplanes are in place and start-up costs, including paint, interior modifications and aircraft positioning, are complete. Future operating statistics will be categorized as contract for reporting purposes and revenues associated with United will be recorded as passenger revenues. As part of the agreement, on February 17, 2010, ExpressJet issued a warrant to United for the purchase of 2.7 million shares of common stock with an exercise price of $0.01 per share of common stock. UAL Corp. Has 2.7 Million Shares In a Form 3 initial statement of beneficial ownership of securities filed with the Securities and Exchange Commission on February 17, 2010, United Air Lines, Inc. disclosed that it holds a warrant to purchase 2,700,000 shares of ExpressJet Holdings, Inc. common stock, par value $0.01 per share. The Warrant will expire on the earlier of: (a) the time and date the warrant is exercised in full; and (b) 5:00 p.m. Central Standard Time, on the date of the expiration or earlier termination of a United Express Agreement dated December 1, 2009, between United and ExpressJet, provided that if the Agreement is terminated due to any default or breach of ExpressJet, the expiration date of the warrant is April 30, 2013 United directly owns the 2,700,000 shares of ExpressJet common stock. As UAL Corp., is the parent company of United, it has indirect beneficial ownership in the 2,700,000 shares of ExpressJet common stock. About ExpressJet ExpressJet Holdings operates several divisions designed to leverage the management experience, efficiencies and economies of scale present in its subsidiaries, including ExpressJet Airlines, Inc. and ExpressJet Services, LLC. ExpressJet Airlines serves 130 scheduled destinations in North America and the Caribbean with approximately 1,100 departures per day. Operations include a capacity purchase agreement for Continental and United as well as providing clients customized 41-seat and 50-seat charter options (www.expressjet.com/charter); and supplying third-party aviation and ground handling services. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: Keen on Merger Talks with Continental ----------------------------------------------- United Air Lines, Inc. Chairman and Chief Executive Officer Glenn Tilton hinted in his interview with the Financial Times UK the benefits of renewing merger talks with Continental Airlines, citing that the market favored Delta Air Lines, Inc.' takeover of Northwest Air Lines Corp. Mr. Tilton stated that the market capitalization of Delta is approximately twice the combined market capitalization of United and Continental, FT notes. However, Mr. Tilton does not see the prospect of an imminent renewal of merger talks between United and Continental, which ended in 2008, FT points out. As previously reported, Continental President Jeff Smisek said that Continental may revisit the idea of a merger with United Airlines if Delta's acquisition of Northwest proves successful. "I think my counterpart [at Continental] has spoken . . . So I accept that as their position and we're taking full advantage of our partner relationship," Mr. Tilton says, FT adds. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: Names New Officers for Investor Relations --------------------------------------------------- United Air Lines, Inc., has named Rohit Philip to the newly created role of senior vice president ? Corporate Strategy and Business Development, according to a company statement. John R. Gebo was named vice president ? Financial Planning and Analysis, succeeding Mr. Philip in that role. Additionally, the company named Tyler Reddien as managing director ? Investor Relations, succeeding Mr. Gebo. With almost 15 years at United, Mr. Philip has held numerous leadership positions in finance and Mileage Plus, including treasury, business development and strategic sourcing, and most recently served as vice president ? Financial Planning and Analysis. In his new role, Mr. Philip will be responsible for the company's strategic planning and business development efforts. He will report to Kathryn Mikells, executive vice president and chief financial officer. Mr. Gebo joined United in 2000 and has held several leadership positions in financial planning, business management, operating and capital budgets, and most recently served as managing director ? Investor Relations. In his new role, Mr. Gebo will be responsible for the company's financial analysis, financial planning and budgeting, financial performance reporting and investor relations functions. He will report to Greg Taylor, senior vice president ? Corporate Planning. "Rohit and John have a deep understanding of our business and importantly the work we are doing in finance to strengthen the company and our competitive position," said Ms. Mikells. "We look forward to Rohit bringing his analytical, transactional and capital market skills to his new role in strategy and business development. John's extensive experience in business planning and knowledge of our relative financial performance will enable him to hit the ground running in his new role, building on the work we have done to improve our cost structure." Mr. Reddien joined United in 2004 and has held numerous management positions in finance, including financial planning, business management and operating and capital budgets. In his new role, Mr. Reddien will be United's liaison to the financial analyst community, working closely with United's investors. He will report to Mr. Gebo. "I am very pleased to have Tyler leverage his financial experience to continue the important role of strengthening United's relationships with our investors," said Ms. Mikells. "All three of these moves serve to further strengthen our finance team by broadening and leveraging the experience of our leaders." All positions are effective immediately. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: Targeting Balanced Fuel Hedging Program ------------------------------------------------- United Air Lines, Inc., will stick to a more balanced fuel hedging program this year in light of oil price volatility, Kathryn Mikells, chief financial officer of UAL Corp., the parent company of United, disclosed at the Reuters Travel and Leisure Summit. Ms. Mikells said United expects oil prices to rise slightly from current levels in 2010, Reuters reports. Thus, United has hedged nearly half of its fuel consumption for the year but has prepared measures in case oil prices fall as what happened in 2008, Ms. Mikells added, Reuters notes. United has hedged 70% of its fuel consumption at a crude equivalent price of 75% a barrel for the first quarter of 2010, Reuters relates. Five percent of United's fuel consumption is hedged, according to the report. Reuters notes that oil price volatility cost UAL $370 million in cash losses on fuel hedges that settled in the fourth quarter of 2008. Against this backdrop, Ms. Mikells states that United no longer use 100% dollars. Ms. Mikells says that buying some straight call options in United's portfolio allows it to participate in the upside opportunity should prices fall, Reuters adds. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UNO RESTAURANT: Closes Restaurant Shop in Kirkwood -------------------------------------------------- Lisa Brown at St. Louis Business Journal reports that Uno Restaurant Holdings Corp. has closed its Kirkwood location, in Missouri, one of the locations it closed nationwide over the weekend. Boston, Massachusetts-based Uno Restaurant Holdings Corporation -- http://www.unos.com/-- includes 179 company-owned and franchised full-service Uno Chicago Grill units located in 28 states, the District of Columbia, Puerto Rico, South Korea, the United Arab Emirates, Honduras, Kuwait, and Saudi Arabia. The company also operates a fast casual concept called Uno Due Go(R), a quick serve concept called Uno Express, and a consumer foods division which supplies airlines, movie theaters, hotels, airports, travel plazas, schools and supermarkets with both frozen and refrigerated private-label foods and branded Uno products. The Company and 152 affiliates filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-10209). The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. US CONCRETE: BlackRock Holds 5.63% of Common Stock -------------------------------------------------- BlackRock Inc. disclosed that as of December 31, 2009, it may be deemed to beneficially own 2,100,522 shares or roughly 5.63% of the common stock of US Concrete Inc. About U.S. Concrete U.S. Concrete services the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and concrete-related products; and precast concrete. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. During 2008 (including acquired volumes), these plant facilities produced approximately 6.3 million cubic yards of ready-mixed concrete and 3.5 million tons of aggregates. At September 30, 2009, the Company had $425,208,000 in total assets against $418,443,000 in total liabilities. Retained deficit was $264,072,000 at September 30, 2009. * * * As reported by the Troubled Company Reporter on February 24, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S. Concrete to 'CC' from 'CCC+'. At the same time, S&P lowered the issue-level rating on the company's senior subordinated notes due 2014 to 'C' (one notch below the corporate credit rating) from 'CCC'. S&P revised the recovery rating to '6', indicating its expectation of negligible recovery (0%-10%) in the event of a payment default, from '5'. The rating outlook is negative. US CONCRETE: Dimensional Fund Advisors Holds 7.27% Stake -------------------------------------------------------- Dimensional Fund Advisors LP disclosed that as of December 31, 2009, it may be deemed to beneficially own 2,714,582 shares or roughly 7.27% of the common stock of US Concrete Inc. About U.S. Concrete U.S. Concrete services the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and concrete-related products; and precast concrete. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. During 2008 (including acquired volumes), these plant facilities produced approximately 6.3 million cubic yards of ready-mixed concrete and 3.5 million tons of aggregates. At September 30, 2009, the Company had $425,208,000 in total assets against $418,443,000 in total liabilities. Retained deficit was $264,072,000 at September 30, 2009. * * * As reported by the Troubled Company Reporter on February 24, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S. Concrete to 'CC' from 'CCC+'. At the same time, S&P lowered the issue-level rating on the company's senior subordinated notes due 2014 to 'C' (one notch below the corporate credit rating) from 'CCC'. S&P revised the recovery rating to '6', indicating its expectation of negligible recovery (0%-10%) in the event of a payment default, from '5'. The rating outlook is negative. US CONCRETE: Lenders Amend Facility, Grant Waiver Until May 1 ------------------------------------------------------------- U.S. Concrete, Inc., effective as of February 19, 2010, entered into an amendment and waiver to its Amended and Restated Credit Agreement, dated June 30, 2006, which provides the Company with a revolving credit facility. The principal terms amended were: -- reducing the facility size from $150 million to $90 million; -- increasing the pricing on drawn revolver loans from the current Eurodollar-based rate plus 2.25% to LIBOR plus 4.00% and eliminating the availability-based pricing grid, and increasing the commitment fees on the unused portion of the facility from 0.25% to 0.75%; -- temporarily reducing the minimum availability trigger at which the Company must maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 from $25 million to (i) from the effective date of the Amendment through March 10, 2010 (or such earlier date on which the Company elects to deliver the first weekly borrowing base certificate), $22.5 million and (ii) thereafter through April 30, 2010, $20 million, in each case, such amount to revert back to $25 million upon the earlier of (i) the Company's delivery of notice to the lenders of its intent to make payment on the 8-3/8% Senior Subordinated Notes due 2014 or any other subordinated debt and (ii) May 1, 2010; -- implementing permanent cash dominion by the lenders over the deposit accounts of the Company and guarantors, subject to exceptions for specific accounts and threshold dollar amounts; -- modifying the borrowing base formula to include a $20 million cap on the value of concrete trucks and mixing drums to be included in the borrowing base; -- increasing the borrowing base reporting to a weekly basis; -- waiving the solvency representation and warranty through April 30, 2010; -- permitting the Company to prepay or redeem the Notes with the proceeds of permitted subordinated debt or an equity issuance, but not cash; -- modifying certain negative covenants including, among other things: (i) eliminating the general restricted payments, lien and investment baskets; (ii) adding new restrictions on the Company's ability to sell or incur liens on certain assets, including owned real property of the Company and its subsidiaries; (iii) adding new restrictions on the Company's ability to form, acquire or enter into any new joint venture or partnership or create any new foreign subsidiary; (iv) reducing the basket for permitted debt of the Michigan joint venture from $20 million to $17.5 million; (v) limiting investments by the Company and its subsidiaries in the Michigan joint venture to $2.25 million in any fiscal quarter and $5 million for the remaining term of the Credit Agreement; and (vi) limiting the Company's ability to consummate permitted acquisitions and incur or assume debt at the time the acquisition is consummated; and -- adding a new event of default under the Credit Agreement if the Company or any of its domestic subsidiaries contests the enforceability of the subordination provisions relating to the Notes and any other subordinated debt, or if such debt fails to remain subordinated to the Credit Agreement. The Company also agreed to conduct bi-weekly telephone or in- person conferences with the lenders, provide the lenders with certain notices and deliverables with respect to the Notes and any other subordinated debt and, within 10 days following the effective date of the Amendment, to engage a financial advisor. The Company has retained Lazard Freres & Co. LLC and AlixPartners, as financial advisors, and Kirkland & Ellis LLP, as legal advisor. The Company also obtained (i) a permanent waiver by the lenders of any default or event of default arising under the Credit Agreement as a result of the Borrower's delivery of its 2009 fiscal year financials with a "going concern" opinion or similar qualification and (ii) a temporary waiver by the lenders through April 30, 2010, of any default or event of default arising under the Credit Agreement as a result of the Company's failure to make its regularly scheduled interest payments under the Notes. The members of the lending consortium and their commitments are: Revolving Credit Lender Commitment ($) ------ ---------------- Citicorp North America, Inc. $16,800,000 Bank of America, N.A. $16,800,000 JPMorgan Chase Bank N.A. $16,800,000 Branch Banking and Trust Co. $16,140,000 Capital One, N.A. $10,740,000 Comerica Bank $6,720,000 Wells Fargo Bank, N.A. $6,000,000 ---------------- Total $90,000,000 A full-text copy of Amendment No. 4 and Waiver to Amended and Restated Credit Agreement, dated February 19, 2010, among U.S. Concrete, Inc., Citicorp North America Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and the Lenders and Issuers named therein, is available at no charge at: http://ResearchArchives.com/t/s?55f7 About U.S. Concrete U.S. Concrete services the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and concrete-related products; and precast concrete. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. During 2008 (including acquired volumes), these plant facilities produced approximately 6.3 million cubic yards of ready-mixed concrete and 3.5 million tons of aggregates. At September 30, 2009, the Company had $425,208,000 in total assets against $418,443,000 in total liabilities. Retained deficit was $264,072,000 at September 30, 2009. * * * As reported by the Troubled Company Reporter on February 24, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S. Concrete to 'CC' from 'CCC+'. At the same time, S&P lowered the issue-level rating on the company's senior subordinated notes due 2014 to 'C' (one notch below the corporate credit rating) from 'CCC'. S&P revised the recovery rating to '6', indicating its expectation of negligible recovery (0%-10%) in the event of a payment default, from '5'. The rating outlook is negative. US CONCRETE: Rutabaga Capital Holds 5.47% of Common Stock --------------------------------------------------------- Rutabaga Capital Management disclosed that as of December 31, 2009, it may be deemed to beneficially own 2,042,472 shares or roughly 5.47% of the common stock of US Concrete Inc. About U.S. Concrete U.S. Concrete services the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and concrete-related products; and precast concrete. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. During 2008 (including acquired volumes), these plant facilities produced approximately 6.3 million cubic yards of ready-mixed concrete and 3.5 million tons of aggregates. At September 30, 2009, the Company had $425,208,000 in total assets against $418,443,000 in total liabilities. Retained deficit was $264,072,000 at September 30, 2009. * * * As reported by the Troubled Company Reporter on February 24, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S. Concrete to 'CC' from 'CCC+'. At the same time, S&P lowered the issue-level rating on the company's senior subordinated notes due 2014 to 'C' (one notch below the corporate credit rating) from 'CCC'. S&P revised the recovery rating to '6', indicating its expectation of negligible recovery (0%-10%) in the event of a payment default, from '5'. The rating outlook is negative. US FIDELIS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: US Fidelis, Inc. fdba National Auto Warranty Services, Inc. fdba Dealer Services, Inc. 100 Mall Parkway Wentzville, MO 63385 Bankruptcy Case No.: 10-41902 Chapter 11 Petition Date: March 1, 2010 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Charles E. Rendlen III Debtors' Counsel: Robert E. Eggmann, Esq. Lathrop & Gage 7701 Forsyth Boulevard, Suite 400 Clayton, MO 63105 Tel: (314) 613-2800 Fax : (314) 613-2801 Email: reggmann@lathropgage.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000, According to the schedules, the Company has assets of $74,386,836, and total debts of $25,770,655. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/moeb10-41902.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Absolute Comfort Systems, Trade Debt $23,385 LLC American Service Group Trade Debt $36,767 Barklage, Brett, Trade Debt $8,780 Wibbenmeyer & Hamil, P Bryan Cave., LLP Trade Debt $155,462 Capital Assurance RRG Trade Debt $100,000 Dealer Account CARRG (In Receivershi) Coleman Consultig Trade Debt $8,193 Direct Response Media Trade Debt $7,259,655 Inc 489 Devon Park Dr., Ste. 306 Wayne, PA 19087 Document & Network Trade Debt $7,840 Technologies, Inc. Eckenrode-Maupin Trade Debt $33,196 Gibbes Burton, LLC Trade Debt $17,107 Attn: Frank Gibbes iProspect.com, Inc. Trade Debt $63,000 The Arsenal on the Charles MagicDust Television Trade Debt $17,000 Monty Veasey & Company Trade Debt $30,000 OCE, Inc. Trade Debt $22,732 Rhoderick Beery Judgement creditor $2,000,000 6820 Shadow Ridge Road Lincoln, NE 68512 Rusty Wallace Racing Trade Debt $535,439 149 Knob Hill Road Mooresville, NC 28117 St. Charles County Personal property $91,405 Collector taxes The Ashcroft Law Firm Trade Debt $668,599 100 Main Street Suite 2600 Kansas City, MO 64105 TPG-The Peter Group, Inc. Trade Debt $140,747 Westplex Enews Trade Debt $15,000 The petition was signed by Scott Eisenberg, the company's chief restructuring officer. VION PHARMACEUTICALS: Wins Court Nod for Creditor Vote ------------------------------------------------------ Bloomberg News reports that Vion Pharmaceuticals Inc. is sending its proposed liquidating after it obtained approval of the explanatory disclosure statement. The plan proposes to give holders of about $69.2 million in unsecured claims a recovery of between 13% and 17%. The Company has no secured debt. The Debtor will present the Plan for confirmation at a hearing scheduled for April 6. New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a developer of cancer drug therapies. Vion Pharmaceuticals filed for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr. D. Del. Case No. 09-14429). Christopher M. Samis, Esq., and John Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Roth Capital Partners, LLC, assisted the Debtor with the sale of all or key assets during the Chapter 11 proceeding. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. VISTEON CORP: Donald Smith Now Has 0% Stake ------------------------------------------- Donald Smith & Co., Inc., disclosed with the U.S. Securities and Exchange Commission on February 11, 2010, that it beneficially own 0 shares of Visteon Corp. common stock. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VONAGE HOLDINGS: Earns $4.4 Million for Fourth Quarter ------------------------------------------------------ Vonage Holdings Corp. reported results for the fourth quarter and full year ended December 31, 2009. The Company incurred $4.4 million net income for the three months ended Dec. 31, 2009, compared with $40.9 million net loss for the same period a year ago. Full Year 2009 Vonage reported net income excluding adjustments of $3 million or $0.02 per share, an increase of $37 million or $0.24 per share versus 2008. GAAP net loss of $43 million was driven by $46 million in non-cash charges related to convertible debt, as the price of the Company's stock increased. Adjusted EBITDA was $119 million, more than double the $54 million reported in 2008. The Company generated income from operations of $57 million. This is an improvement of $64 million from the prior year. Total revenue of $889 million declined by $11 million from 2008 as a result of the elimination of upfront shipping and equipment fees; service revenue was flat. Average revenue per subscriber increased each quarter throughout the year, as pricing and promotional mix improved. Marc Lefar, Vonage Chief Executive Officer, said, "In many ways, 2009 was a remarkable year for Vonage. During the past year, we upgraded our value proposition, enhanced the customer experience, reduced costs and better positioned the Company for future growth -- this has been a breakthrough financial year. Although we faced considerable challenges due to the economy, competition and wireless substitution, we are stronger and more vibrant than ever." "2009 marks the first year generating net income excluding adjustments. Adjusted EBITDA more than doubled. And, revenues per subscriber have increased while we reduced selling, general and administrative expenses by double-digit percentages." "Improvements in call quality, increased customer satisfaction and the introduction of Vonage World drove a reduction in churn. At year-end, churn was at its lowest level since the second quarter of 2007." "We launched Vonage World for Mobile during the fourth quarter, enabling customers to make unlimited international calls on cellular and wi-fi for a low flat monthly rate. And, we now have a rich product pipeline to drive growth and value creation in 2010 and beyond." Fourth Quarter 2009 The Company generated net income of $4 million or $0.02 per share. This is an improvement of $45 million from a loss in the fourth quarter of 2008 and $59 million, sequentially. Net income excluding adjustments associated with the Company's convertible debt was $5 million, an increase of $16 million from the year ago quarter and flat sequentially. For the fourth quarter of 2009, Vonage reported record adjusted EBITDA of $34 million. This was an increase of $14 million from the year ago quarter and $1 million sequentially. Revenue of $224 million increased from $222 million year-over-year and sequentially. Income from operations increased to $19 million, up $16 million from the year ago quarter and $1 million sequentially. Average revenue per user increased to $30.54 from $28.33 in the year ago quarter and $29.89 sequentially. Telephony services ARPU increased to $29.84 from $27.28 reported a year ago and $29.16 sequentially, reflecting changes to the Company's pricing and promotional strategies and an increase in the number of customers taking higher priced rate plans. As expected, direct cost of telephony services increased in part due to higher international call volume as more customers signed up for Vonage World. On a per line basis, the cost of telephony services increased to $7.96 from $7.22 in the prior year and $7.02 sequentially. Direct cost of goods sold was $17 million, down from $18 million in the year ago and sequential quarters on lower subscriber lines. Direct margins3 of 66% were flat when compared to year ago quarter and down sequentially from 69%. Selling, general and administrative expense was $63 million, down $6 million from the year ago quarter as the Company benefited from cost management and operating efficiencies. SG&A was flat sequentially. Pre-marketing operating income increased to $99 million, up $7 million from the fourth quarter of 2008 and down $4 million sequentially. PMOI per line was $13.50, up from $11.70 in the year ago quarter and down from $13.89 sequentially. Marketing expense was $53 million, down from $62 million in the fourth quarter of 2008 and $57 million sequentially. Subscriber line acquisition cost declined to $281 from $309 in the prior year and $301 sequentially. Churn declined significantly to 2.8% from 3.4% sequentially, driven by customer service initiatives put in place over the past year, new product and service offerings such as Vonage World, and improvements in network quality. The Company narrowed net line losses to 10,000 from 50,000, sequentially, and finished the year with 2.4 million lines in service. As of December 31, 2009, cash and cash equivalents were $32 million and restricted cash increased to $44 million. As expected, capital and software expenditures increased in the quarter due to the timing of investments in new billing and other systems capabilities. Total capital and software costs were $23 million. The Company expects to deliver revenue growth driven by new product launches and mobile applications, and expects stable to slightly growing adjusted EBITDA in 2010. A full-text copy of the Company's annual report on Form 10-k is available for free at http://ResearchArchives.com/t/s?55e1 About Vonage Holdings Based in Holmdel, New Jersey, Vonage Holdings Corp. is a technology company that leverages software to enable high-quality voice and messaging services across multiple devices and locations over broadband networks. Vonage's technology serviced roughly 2.45 million subscriber lines as of September 30, 2009. While customers in the United States represented 94% of Vonage's subscriber lines at September 30, 2009, the Company also serves customers in Canada and in the United Kingdom. At September 30, 2009, Vonage had $317,751,000 in total assets against $419,681,000 in total liabilities, resulting in stockholders' deficit of $101,930,000. At December 31, 2008, the Company had stockholders' deficit of $90,742,000. The Company's September 30 balance sheet showed strained liquidity: The Company had $129,369,000 in total current assets against $152,009,000 in total current liabilities. WASHINGTON MUTUAL: Former Employees "Forced" by JPM to Sell Shares ------------------------------------------------------------------ JPMorgan Chase & Co. is "forcing" 32,800 former Washington Mutual Bank employees in the United States to sell their WMB shares as the two banks' retirement plans are to be merged, the Puget Sound Business Journal reports, citing an e-mail it obtained from JPMorgan. If former WMB employees don't cash out of the stock on their own by March 22, 2010, JPMorgan will liquidate the shares in their 401(k) accounts and transfer the balance to their new JPMorgan accounts, according to the report. JPMorgan spokeswoman Darcy Donahoe-Wilmot confirmed that JPMorgan is just trying to move all employees into the same 401(k) plan. "By being a part of that, [WMB stock] is not offered in their portfolio," she told the newspaper. Former WMB employees perceive that selling their shares may forfeit their claims to billions of dollars in assets which make up the core of disputes in Washington Mutual, Inc.'s Chapter 11 cases. A former WMB employee who refused to be identified told the Puget Sound Business Journal he is looking at the possibility of "a settlement" when the shares will have value someday. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). XERIUM TECHNOLOGIES: Said to Seek Loans for Prepackaged Bankruptcy ------------------------------------------------------------------ Xerium Technologies Inc. is seeking a debtor-in-possession loan that will later convert into exit financing, Bloomberg News reports, citing an unidentified person familiar with the discussions. Xerium, according to Bloomberg News, has said it is considering a prepackaged bankruptcy filing. Bloomberg News, citing the person, said Citigroup Inc. was scheduled to meet with lenders March 2 to discuss a possible $20 million revolving line of credit and a $60 million term loan. The debtor-in-possession loans will have a maximum duration of four months. Within that period, when Xerium exits Chapter 11, the debt converts into exit financing. The revolver's maturity would change to three years and the term loan's to four and a half years. According to Bloomberg, citing the same person, lenders on both loans will be paid 4.5 percentage points more than the London interbank offered rate with a 2% Libor floor. About Xerium Technologies Xerium Technologies, Inc., claims to be a leading global manufacturer and supplier of two types of consumable products used primarily in the production of paper: clothing and roll covers. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. XERIUM TECHNOLOGIES: Commences Solicitation on Debt Restructuring ----------------------------------------------------------------- Xerium Technologies, Inc., has commenced a solicitation of lender votes for a comprehensive restructuring of its debt. The proposed restructuring reflects an agreement in principle supported by the steering committee of lenders under the Company's senior secured credit facility and the parties to the Company's swap termination agreements that would result in a reduction of approximately $150 million of the Company's debt and is intended to strengthen its long-term financial health. Under the restructuring, approximately $620 million of existing obligations would be exchanged for $10 million in cash, $410 million in new term loans maturing in 2015, and approximately 82.6% of the common stock of Xerium. Existing shareholders would retain a meaningful minority equity ownership interest in the Company of approximately 17.4% of the common stock and would receive warrants to purchase up to an additional 10% of the common stock. In addition, the Company would enter into a new $80 million secured revolver and term loan credit facility. The Company has been informed that the proposal is supported by lenders holding over a majority of the Company's credit facility obligations and the Company is soliciting the approval of all its lenders. "While there can be no assurance we will obtain the unanimous support of our lenders for the restructuring required for implementation without court supervision, we expect that this solicitation process will yield the support we would need to quickly and successfully implement the proposed restructuring through a prepackaged plan of reorganization under chapter 11 of the U.S. Bankruptcy Code that, we believe, will preserve meaningful continuing equity value," commented Stephen R. Light, Xerium's Chairman, CEO and President. "Also, as we have previously stated, the framework of this restructuring is consistent with our three-part operating strategy, launched in early 2008; reducing our debt load, introducing new products that our customers value and maximizing the contribution of our employees," said Mr. Light. "I am pleased with the results of our constructive discussions with our lenders. We will continue to work diligently with them to make this process as smooth as possible for all parties and to complete the restructuring in an expedited manner. As a balance sheet-only restructuring, the proposed transaction anticipates that all suppliers will receive all amounts owed to them in the normal course of business. Once we've completed this process, we believe we'll be well positioned to compete successfully in our served markets." The Company will seek votes from lenders party to the Company's senior secured credit facility and from the parties to its swap termination agreements. Votes are not being solicited from the holders of any shares of the Company's outstanding common stock. The solicitation period is currently set to expire at 4:00 p.m. (Eastern Time) on March 22, 2010. All votes must be received by The Garden City Group, Xerium's voting agent, before the deadline. While Xerium would seek to maintain its public listing status on the NYSE throughout this process, there can be no assurances that this will be possible. The Company is operating under an NYSE- approved plan to address quantitative non-compliance with certain NYSE listing requirements. If the proposed restructuring is completed, Xerium expects that the Company's quantitative non- compliance would also be successfully addressed within the timeframes required under NYSE rules. About Xerium Technologies Xerium Technologies, Inc., is a leading global manufacturer and supplier of two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. ZACK DAVIDSON: Files for Chapter 7 Bankruptcy --------------------------------------------- Margaret Jackson at The Denver Post reports that Zack Davidson filed for Chapter 7 bankruptcy because the Chapter 11 filing of his 7677 East Berry Associates LP does not protect him from his extensive liability under his personal guaranties for each of the loans on the Landmark luxury condominiums in Greenwood Village. Mr. Davidson said his Chapter 7 bankruptcy will not affect the Chapter 11 reorganization or $30 million financing loan with Hypo Real Estate, Ms. Jackson notes. Zack Davidson is a property developer. ZAYAT STABLES: Made $600,000 in Loans to Illegal Bookers -------------------------------------------------------- According to BloodHorse.com, Zayat Stable LLC made loans of more than $600,000 in aggregate to Jeffrey and Michael Jelinsky who are both serving prison sentences of 15 months and 21 months, respectively, for illegal bookmaking in 2009. Hackensack, New Jersey-based Zayat Stables owns of 203 thoroughbred horses. The horses, which are collateral for the bank loan, are worth $37 million, according an appraisal mentioned in a court paper. Ahmed Zayat said in a court filing that he personally invested $40 million in the business. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130). The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. * FDIC Offers $1.8 Billion of Notes Tied to Home Loans ------------------------------------------------------ Sharon L. Lynch at Bloomberg News reports that the Federal Deposit Insurance Corp. is offering to sell $1.8 billion of guaranteed notes backed by home mortgages from banks seized by regulators. The securities are tied to fixed-rate and adjustable-rate mortgages, according to the preliminary offering, which is being assisted by Barclays Capital Inc. "A majority of the underlying transactions have experienced significant delinquencies and realized losses," according to the prospectus. During 2009, a total of 140 FDIC-insured institutions with assets of $169.7 billion failed, at an estimated cost of $37.4 billion to the Federal Deposit Insurance Corp.'s insurance fund. The FDIC has said that the number of institutions on its "Problem List" rose to 702 at the end of 2009, from 552 at the end of the third quarter and 252 at the end of 2008. * S&P Says Downgrades & Defaults to Wane from Near-Record Highs --------------------------------------------------------------- Standard & Poor's investment-grade composite spread remained unchanged on Friday, February 26, at 190 basis points (bps), while its speculative-grade counterpart expanded 4 bps to 649 bps. By rating, the 'AA' spread widened one basis point to 137 bps; 'A' and 'BBB' remained unchanged at 165 bps and 226 bps, respectively; 'BB' expanded 2 bps to 468 bps; 'B' widened 5 bps to 670 bps; and 'CCC' expanded 6 bps to 999 bps. Most of the industry spreads remained unchanged, with financial institutions, industrials, utilities, and telecommunications remaining at Thursday's levels of 298 bps, 330 bps, 188 bps, and 305 bps, respectively. Banks expanded marginally by one basis point to 269 bps. Since their record highs in December 2008, the investment-grade and speculative-grade spreads have tightened in the range of their five-year moving averages of 197 bps and 570 bps, respectively. This is partially attributable to a rough 18% increase in both the moving averages since the beginning of 2009. But, it also reflects a recent optimistic sentiment in the credit markets-- particularly the expectations for downgrades and corporate defaults to wane from their current near-record highs and an apparent stabilization in credit quality. S&P expects credit spreads to compress further, especially for nonfinancials, as the decoupling of systemic to idiosyncratic risk continues to normalize credit pricing. However, financials might remain volatile because of uncertainty regarding loan losses and some banks' ability to raise capital without government support. Standard & Poor's, a subsidiary of The McGraw-Hill Companies (NYSE:MHP) -- http://www.standardandpoors.com/-- is the world's foremost provider of independent credit ratings, indices, risk evaluation, investment research, and data. With approximately 10,000 employees, including wholly owned affiliates, located in 23 countries and markets, Standard & Poor's is an essential part of the world's financial infrastructure and has played a leading role for more than 140 years in providing investors with the independent benchmarks they need to feel more confident about their investment and financial decisions. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Mar. 4, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - Florida Hyatt Regency Tampa, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 4-6, 2010 AMERICAN BANKRUPTCY INSTITUTE SUCL/Alexander L. Paskay Seminar on Bankruptcy Law and Practice Hyatt Regency Tampa, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 4, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - West Hyatt Regency Century Plaza, Los Angeles, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 5, 2010 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Hyatt Regency Century Plaza, Los Angeles, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 13-15, 2010 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition Duberstein U.S. Courthouse, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 18-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Byrne Judicial Clerkship Institute Pepperdine University School of Law, Malibu, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 20-22, 2010 TURNAROUND MANAGEMENT ASSOCIATION Sheraton New York Hotel and Towers, New York City Contact: http://www.turnaround.org/ Apr. 29, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - East Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 THE COMMERICAL LAW LEAGUE OF AMERICA Midwestern Meeting & National Convention Westin Michigan Avenue, Chicago, Ill. Contact: 1-312-781-2000 or http://www.clla.org/ May 21, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - NYC Alexander Hamilton Custom House, SDNY, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 24, 2010 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference New York Marriott Marquis, New York, NY Contact: 1-703-739-0800; http://www.abiworld.org/ May 11-14, 2010 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Tulane University, New Orleans, La. Contact: 1-703-739-0800; http://www.abiworld.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 3, 2010 AMERICAN BANKRUPTCY INSTITUTE Atlanta Consumer Bankruptcy Skills Training Georgia State Bar Building, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 11-14, 2010 AMERICAN BANKRUPTCY INSTITUTE Hawai.i Bankruptcy Workshop The Fairmont Orchid, Big Island, Hawaii Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 14, 2010 AMERICAN BANKRUPTCY INSTITUTE ABI/NYIC Golf and Tennis Fundraiser Maplewood Golf Club, Maplewood, N.J. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 20, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Fordham Law School, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 23-25, 2010 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 1, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE ABI/UMKC Midwestern Bankruptcy Institute Kansas City Marriott Downtown, Kansas City, Kan. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Oct. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Chicago Consumer Bankruptcy Conference Standard Club, Chicago, Ill. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 15, 2010 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Hilton New Orleans Riverside, New Orleans, La. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 29, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium The Savoy, London, England Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. __, 2010 AMERICAN BANKRUPTCY INSTITUTE Delaware Views from the Bench and Bankruptcy Bar Hotel du Pont, Wilmington, Del. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Detroit Consumer Bankruptcy Conference Hyatt Regency Dearborn, Dearborn, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 9-11, 2010 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, a JW Marriott Resort & Spa, Scottsdale, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Jan. 20-21, 2011 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colo. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 (tentative) AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: February 21, 2010 ********* 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. The Sunday TCR delivers securitization rating news from the week then-ending. 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. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. 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 ***