/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100907.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 7, 2010, Vol. 14, No. 248 Headlines 143 HURON: Voluntary Chapter 11 Case Summary 2626 BWAY: Voluntary Chapter 11 Case Summary 3823 WESTLAKE: Case Summary & 4 Largest Unsecured Creditors AIDA ORTIZ-ORTIZ: Case Summary & 11 Largest Unsecured Creditors AIRTRAN HOLDINGS: Names Rossum as Exec. VP & General Counsel ALION SCIENCE: Reports $58.5MM EBITDA for 12 Months Ended June 30 AMERICAN APPAREL: In Talks with Restructuring Firm AMERICAN INT'L: Provides Add'l Details on Compensation of Execs. AMERICAN LEARNING: Appeals Nasdaq Delisting Notice AMERICAN HOMEPATIENT: 6,917,314 Shares Tendered in Share Buyback AMERICAN HOMEPATIENT: Restructures Sr. Debt Into Two 4-Year Loans AMERICAS INSURANCE: A.M. Best Puts 'B' FSR Under Review ANNETTE COSTELOW: Case Summary & 9 Largest Unsecured Creditors ARMTEC HOLDINGS: DBRS Assigns 'BB' Issuer Rating ARTZI HOTELS: Case Summary & Largest Unsecured Creditor ARTZI RESIDENTIAL: Case Summary & 5 Largest Unsecured Creditors BASIS YIELD: Goldman Sachs Seeks to Toss $1.6 Billion Suit BERNARD MADOFF: Merkin Investors Awarded $12.7MM in Dispute BIO-KEY INT'L: Posts $234,800 Net Income in June 30 Quarter BLACK CROW: GECC Wants Court to Rule Against Consolidation BLUE KNIGHT: Unit Inks Throughput Capacity Agreement With Vitol BOBBY GAVLIK: Voluntary Chapter 11 Case Summary BROWN PUBLISHING: Court Okays $21.8-Mil. Sale to Lenders Group BV JORDANELLE: Voluntary Chapter 11 Case Summary BWP TRANSPORT: Case Summary & 20 Largest Unsecured Creditors CALIFORNIA COASTAL: Luxor Exit Financing Commitment Has Expired CANAAN VALLEY: Voluntary Chapter 11 Case Summary CAPITAL CREATION: Appeals Ct. Reverses JLGA Contempt Order CATHOLIC CHURCH: Spokane's Skylstad Endorses New Bishop CELL THERAPEUTICS: Proposes to Amend 2007 Equity Incentive Plan CHARLES FRIENDS: Voluntary Chapter 11 Case Summary CHRISTOS DIMAS: Case Summary & 12 Largest Unsecured Creditors CIRCUIT CITY: $38.48 Mil. in Claims Change Hands in August CIRCUIT CITY: CarMax Sues to Claim Rights to Carmax Trail Asset CMG HOLDINGS: June 30 Balance Sheet Upside-Down by $1 Million COHARIE HOG: Plan Contemplates Liquidation of Assets to Pay Claims CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'D' DANIEL BISHOP: Case Summary & 17 Largest Unsecured Creditors DIAMOND RESORTS: S&P Raises Corporate Credit Rating to 'B-' DONALD BALDI: Case Summary & 10 Largest Unsecured Creditors DT MAYAN: Case Summary & 20 Largest Unsecured Creditors EDWARD RIZZI, JR.: Case Summary & 4 Largest Unsecured Creditors ELITE PHARMA: Acquires Generic Naltrexone Product from Mikah EMISPHERE TECHNOLOGIES: Bai Ye Feng Holds 8.84% of Shares F&P PROPERTIES: Voluntary Chapter 11 Case Summary FAIRPOINT COMMS: Court Allows $21 Mil. in Fees for Oct.-April FENDER MUSICAL: S&P Gives Negative Outlook, Affirms 'B' Rating FIRST PHYSICIANS: June 30 Balance Sheet Upside-Down by $12.6MM FLETCHER GRANITE: Case Summary & 2 Largest Unsecured Creditors FMI HOLDINGS: Taps Abakhan as Liquidators; Sr. Managers Let Go FORD MOTOR: Says Market Share Gains Continue in August FPD, LLC: Case Summary & 30 Largest Unsecured Creditors FREMONT GENERAL: Ch. 11 Trustee Wants Probe on Rosenthal Fee GEORGE W PARK: Has Until September 10 to Use Creditors' Cash GSI HOLDINGS: Moody's Gives Negative Outlook, Affirms 'B3' Rating HARRAH'S ENTERTAINMENT: Amends CMBS Loan Agreements HARRISBURG, PA: Mulls Hiring Bankruptcy Counsel HAWKINS CREEK: Voluntary Chapter 11 Case Summary HOVNANIAN ENTERPRISES: Posts $73 Million Net Loss in July 31 Qtr. HUGHES TELEMATICS: To Provide Services for Insurer's Clients IRH VINTAGE: Case Summary & 20 Largest Unsecured Creditors IRVINE SENSORS: Gets Waiver and Consent from Senior Lenders ISRAEL AVENUE: Case Summary & Largest Unsecured Creditor JAMESTOWN LLC: U.S. Trustee and Fifth Third Want Case Dismissed JERSEY ISLAND: U.S. Trustee Unable to Form Creditors Committee JERSEY ISLAND: Taps Whiteford Taylor to Handle Reorganization Case JOHN PACE: Case Summary & 13 Largest Unsecured Creditors KNITNEY LINES: Case Summary & 20 Largest Unsecured Creditors KWIK KAR: Case Summary & 10 Largest Unsecured Creditors LATTICE INCORPORATED: Posts $59,000 Net Loss in June 30 Quarter LITTLE HANS: Voluntary Chapter 11 Case Summary LOCAL INSIGHT: A&M Pact Amended; Bonuses for 200 Employees Okayed LPATH INC: Board Names Daniel Petree as Chairman M&V CO: Case Summary & Largest Unsecured Creditor MANDY'S BBQ: Case Summary & 20 Largest Unsecured Creditors MARION CLARO: Case Summary & 13 Largest Unsecured Creditors MCDANIEL FAMILY: Voluntary Chapter 11 Case Summary MEXICANA AIRLINES: Banco Mercantil Opposes Ch. 15 Petition MEXICANA AIRLINES: City of Los Angeles Wants Protection MOVIE GALLERY: Parties File Objections to Disclosure Statement MOVIE GALLERY: Receives Approval to Sell Gaming Inventory MOVIE GALLERY: Wins Dec. 30 Extension for Solicitation Exclusivity NETWORK COMMS: Elects Not To Make $9.4 Million Interest Payment NEW MEDIA LOTTERY: Larry O'Donnell Raises Going Concern Doubt NEWPAGE CORP: Expects $90 Million EBITDA for 3rd Quarter 2010 NEXCEN BRANDS: Brian Lane Resigns as Chief Accounting Officer NOAH'S ARK: Voluntary Chapter 11 Case Summary NORD RESOURCES: Launches Bonus Program for Continued Viability NORTHBROOK DEV'T: Can Access Wells Fargo's Cash Until October 24 NORTHBROOK DEV'T: U.S. Trustee Unable to Form Creditors Committee ODG CHRISTIANA: Voluntary Chapter 11 Case Summary OLIVER MULLIS: Case Summary & 17 Largest Unsecured Creditors OM GUM: Voluntary Chapter 11 Case Summary OMNICOMM SYSTEMS: Reports $216,000 Net Income in June 30 Quarter ONEUNITED BANK: Seeks to Close Lauderdale Lakes Branch OSWALDO ROBLES: Voluntary Chapter 11 Case Summary PACIFIC CAPITAL: DBRS Downgrades Tendered Subordinated Debt to 'D' PEARLAND CORNERS: Case Summary & 10 Largest Unsecured Creditors PEARLAND INVESTMENT: Case Summary & 4 Largest Unsecured Creditors PETTERS GROUP: Creditor Loses Bid to Oust Bankruptcy Trustee PHILIP ELIZONDO: Case Summary & 20 Largest Unsecured Creditors PIERRE FOODS: Moody's Assigns 'B1' Rating to $835 Mil. First Loan PLATINUM ENERGY: Reports $2.4MM Net Income in June 30 Quarter PROFESSIONAL VETERINARY: Wants to Sell ProConn Assets to MicroBeef PROVIDENCE SERVICE: S&P Gives Positive Outlook, Keeps 'B+' Rating Q2 GOLD: Intends to Wind Up its Affairs QL2 SOFTWARE: Completes Plan of Reorganization QUALITY COMPONENTS: Case Summary & 16 Largest Unsecured Creditors QVC INC: Refinancing Won't Affect Moody's 'Ba2' Ratings QWEST COMMS: Shareholders Okay Proposed Merger With CenturyLink RANDALL KLOKE: Case Summary & 20 Largest Unsecured Creditors RCLC INC: Court Extends Filing of Schedules Until Sept. 17 RCLC INC: DIP Financing Gets Interim Nod; Committee Objects RCLC INC: U.S. Trustee Appoints 5 Members to Creditors Panel REDDY ICE: Two Officers Set Rule 10b5-1 Trading Plans RESTINN DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors REVLON CONSUMER: Changing 401(K) Plan Record Keeper Oct. 1 REVLON INC: Registers 12MM Shares That May Be Pledged to Natixis RICHARD ANDERT: Case Summary & 3 Largest Unsecured Creditors ROBERT ALLEN: Case Summary & 17 Largest Unsecured Creditors ROBERT GAUG: Case Summary & 10 Largest Unsecured Creditors RONALD ZIEGLER: Case Summary & 17 Largest Unsecured Creditors SAMAHI HOMES: Case Summary & 10 Largest Unsecured Creditors SB PARTNERS: Posts $87,100 Net Loss in June 30 Quarter S.K. GROUP: Case Summary & 16 Largest Unsecured Creditors SMART ONLINE: Sells Add'l $200,000 Note to Existing Noteholder STANOCOLA EMPLOYEES: Voluntary Chapter 11 Case Summary STEPHEN SHIELDS: Case Summary & 18 Largest Unsecured Creditors STONE*WALL FARM: Protests Takeover of Cincinnati Capital STRATUS MEDIA: Restates March 31 10-Q; Reduces Net Loss to $1.7MM SUMMIT HOTEL: Amends Loan Agreement With First National Bank SUNRISE SENIOR: Enters Restructuring Agreement With HCP SUPER PET: Case Summary & 20 Largest Unsecured Creditors SUPERIOR PLUS: DBRS Confirms BB Senior Unsecured Debentures Rating SUTHERLANDS PLAZA: Case Summary & 16 Largest Unsecured Creditors TELKONET INC: Musser, Lynch Resign as Members of Board THOMAS HESS: Case Summary & 20 Largest Unsecured Creditors TRES BUILDERS: Voluntary Chapter 11 Case Summary TRIBUNE CO: Court Appoints Mediator to Assist in Negotiations TRIBUNE CO: Law Debenture Reinstates Plea to Stop LBO Payments TRIBUNE CO: Says Operating Cash Flow Up 44% Through July TRONOX INC: Debtor Amends Plan; Equity Holders Propose Own Plan TRONOX INC: Seeks Approval of Plan Deal With Creditors Committee TRONOX INC: To Assume Retirement & Pension Plans TRUMAN FAMILY: Case Summary & 5 Largest Unsecured Creditors TYRONE HUBBARD: Case Summary & 13 Largest Unsecured Creditors UDIPI SRI: Case Summary & Largest Unsecured Creditor UNIFI INC: Directors Sileck & Loo Won't Stand for Re-Election UNITED REPROGRAPHICS: Case Summary & 20 Largest Unsec Creditors UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B' URBAN GREEN: Case Summary & 5 Largest Unsecured Creditors US AEROSPACE: David Duquette Steps Down as Chief Executive Officer US CONCRETE: $75MM Revolving Facility to Mature August 31, 2014 VALENCE TECHNOLOGY: Stockholders Elect Five Directors VAN HAM: Case Summary & 7 Largest Unsecured Creditors VERTIS INC: Moody's Reviews 'Caa1' Corporate Family Rating VETTE FAMILY: Voluntary Chapter 11 Case Summary VISTEON CORP: Hearing on Equity Committee Plea on Sept. 27 WADE LIND: Case Summary & 20 Largest Unsecured Creditors WECK CORP: Asks for Court's Nod to Auction Assets WECK CORP: Gets Court's Interim Nod to Obtain DIP Financing WILLIAM JONES: Case Summary & 20 Largest Unsecured Creditors WILLIAM MICCO, SR.: Case Summary & 20 Largest Unsecured Creditors WILLIAM OATES: Case Summary & 17 Largest Unsecured Creditors WORLDGATE COMMS: Gets Technical of Acceptance Ojo from ACN WORKSTREAM INC: Crestview Capital Holds 5.1% Shares WORKSTREAM INC: Delays Filing for Form 10-K for Fiscal 2010 ZADEH ENTERPRISES: Voluntary Chapter 11 Case Summary ZALE CORP: In Talks With Citibank Regarding New Agreement * Business, Individual Bankruptcy Filings Fall From July * Flaschen Among Law360's 10 Most Admired Bankruptcy Attys. * Large Companies With Insolvent Balance Sheets ********* 143 HURON: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: 143 Huron LLC 199 Lee Avenue, Suite 244 Brooklyn, NY 11211 Bankruptcy Case No.: 10-48464 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Elizabeth S. Stong Debtor's Counsel: Jonathan S. Pasternak, Esq. Julie A. Cvek, Esq. RATTET, PASTERNAK & GORDON OLIVER, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 E-mail: jsp@rattetlaw.com jcvek@rattetlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Zalmen Glauber, member. 2626 BWAY: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: 2626 BWAY, LLC 131 Christopher Street, 2nd Floor New York, NY 10014 Bankruptcy Case No.: 10-14731 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by John Souto, managing member. 3823 WESTLAKE: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 3823 Westlake Drive, LLC 17719 Cedar Creek Canyon Dallas, TX 75252 Bankruptcy Case No.: 10-43011 Chapter 11 Petition Date: September 3,2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Hudson M. Jobe, Esq. QUILLING,SELANDER, CUMMISKEY, & LOWNDS 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 871-2100 Fax: (214) 871-2111 E-mail: hjobe@qsclpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txeb10-43011.pdf The petition was signed by Etzit Gedalia, manager. AIDA ORTIZ-ORTIZ: Case Summary & 11 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Aida L. Ortiz-Ortiz Estancia De Cerro Gordo 57 Calle Plaza Valeri Vega Alta, PR 00692 Bankruptcy Case No.: 10-08174 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Carmen D. Conde Torres, Esq. C. CONDE & ASSOCIATES 254 San Jose Street, 5th Floor San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 E-mail: notices@condelaw.com Scheduled Assets: $1,266,505 Scheduled Debts: $881,940 A list of the Debtor's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-08174.pdf Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Super Pet Center, Inc. 10-08177 9/03/10 AIRTRAN HOLDINGS: Names Rossum as Exec. VP & General Counsel ------------------------------------------------------------ AirTran Airways Inc., a wholly-owned subsidiary of AirTran Holdings Inc., reported that, as part of its executive succession plan, Steven A. Rossum, currently AirTran's executive vice president-corporate development, will assume additional responsibilities as the company's chief legal officer and will serve as the company's executive vice president and general counsel, effective Aug. 31, 2010. Mr. Rossum will also serve as general counsel of AirTran Holdings. Mr. Rossum will succeed Richard P. Magurno, who has been senior vice president, general counsel and secretary of both AirTran Airways and AirTran Holdings since August 2000. Mr. Magurno will continue with the Company as senior vice president and corporate secretary of both companies and manage certain litigation matters for AirTran through the date of his planned retirement in 2011. In his new role, Mr. Rossum will oversee legal and government affairs and will continue to handle certain of his current business responsibilities including aircraft financing and other strategic and transactional matters. Both executives will continue to report to Robert L. Fornaro, AirTran Airways' chairman, president, and chief executive officer. "Dick Magurno is an icon in the airline legal community and I consider myself very fortunate to have worked closely with him during the past decade," said Mr. Fornaro. "We are extremely thankful for his leadership as general counsel and look forward to his continued guidance as secretary to our board of directors." "We are also fortunate to have an attorney with Steve's expertise and experience on our leadership team," added Mr. Fornaro. "Steve is a highly regarded airline general counsel and since rejoining AirTran in September 2008, has demonstrated extraordinary leadership and insight, and I know that he will continue to make valuable contributions to the success of AirTran in this new role on our team." Mr. Magurno's airline experience includes over 40 years in senior legal and advisory roles including serving as the chief legal officer of AirTran Airways, Trans World Airlines and Eastern Air Lines Mr. Rossum has over 20 years of legal and financial airline and aviation experience with an emphasis on transactional matters. Mr. Rossum rejoined AirTran in 2008 from ASTAR Air Cargo, where he served as executive vice president, general counsel, chief corporate officer and chief financial officer of the cargo airline. Mr. Rossum's prior work experience includes serving as senior vice president and general counsel of Reno Air and assistant general counsel at US Airways and World Airways and as vice president and treasurer of AirTran. About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. As of February 1, 2010, the Company operated 86 Boeing B717-200 aircraft and 52 Boeing B737-700 aircraft offering approximately 700 scheduled flights per day to 63 locations in the United States, including San Juan, Puerto Rico, and to Orangestad, Aruba, Cancun, Mexico, and Nassau, The Bahamas. At March 31, 2010, the Company had total assets of $2,285,822,000 against total current liabilities of $754,073,000, long-term capital lease obligations of $15,017,000, long-term debt of $906,479,000, other liabilities of $110,013,000, deferred income taxes of $4,206,000, and derivative financial instruments of $9,349,000, resulting in $486,685,000 in stockholders' equity. * * * In December 2009, Moody's Investors Service raised its ratings of AirTran Holdings' corporate family and probability of default ratings each to Caa1 from Caa2. The 'Caa1' corporate family rating considers the still high leverage and AirTran's exposure to cyclical risks in the airline industry. The airline's carries a corporate credit rating of CCC+/Stable/-- from Standard & Poor's. ALION SCIENCE: Reports $58.5MM EBITDA for 12 Months Ended June 30 ----------------------------------------------------------------- Alion Science and Technology Corporation disclosed that the Consolidated EBITDA for the twelve month period ended June 30, 2010, was approximately $58.5 million. Year-to-date adjustments to Consolidated EBITDA were primarily the result of one-time costs associated with the Company's issuance of $310 million in Units each consisting of $1,000 face value of 12% senior secured notes and a warrant to purchase 1.9439 shares of the Company's common stock. The calculation and reconciliation to the most comparable financial measure calculated and presented in accordance with GAAP is included in the table below. As of June 30, 2010, the Company had over $1.3 billion of contract proposals that were submitted and waiting for decision, and an additional $690 million of contract proposals that were in process. As of June 30, 2010, the Company had an overall win rate of 57% for fiscal year 2010. About Alion Science Alion Science and Technology Corporation, based in McLean, VA, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. The Company's balance sheet at June 30, 2010, showed $643.59 million in total assets, $156.97 million in total current liabilities, $272.09 million in senior secured notes, $245.90 million in senior unsecured notes, $5.08 million in accrued compensation, $752,000 in accrued postretirement benefits obligations, $7.87 million in non-current portion of lease obligations, $35.61 million in deferred income taxes, $151.37 million in redeemable common stock, $20.78 million in common stock warrants, a $238,000 accumulated other comprehensive loss and an accumulated deficit of $252.62 million. * * * Alion carries 'Caa3' corporate family and probability of default ratings from Moody's. Alion carries a 'B-' corporate credit rating from Standard & Poor's. Moody's said in March 2010, "The Caa1 corporate family rating would balance the continued high leverage against a promising business backlog that could sustain the good 2009 revenue growth rate, though credit challenges would remain pronounced." AMERICAN APPAREL: In Talks with Restructuring Firm -------------------------------------------------- Tom Hals and Alexandria Sage at Reuters report that American Apparel Inc. is in talks to bring in an outside restructuring firm as the manufacturer and retailer struggles to fix its flagging operations. Lender Bank of America pressed American Apparel to hire the firm, a specialist in corporate turnarounds, Reuters said, citing people familiar with the matter. The firm is not being brought in to arrange a bankruptcy, sources said, but to help improve operations and its financial condition. About American Apparel American Apparel, Inc. (NYSE Amex: APP) is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of August 15, 2010, American Apparel employed approximately 10,000 people and operated over 280 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea, and China. American Apparel also operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. In addition to its retail stores and wholesale operations, American Apparel operates an online retail e-commerce Web site at http://www.americanapparel.com/ The Company's balance sheet as of March 31, 2010, showed $295.74 million in total assets, $180.40 million in total liabilities, and stockholders' equity of $115.34 million. In August 2010, the Company said in a regulatory filing that it believes that it may not have sufficient liquidity necessary to sustain operations for the next 12 months, and that losses from operations are expected to continue through at least the third quarter of 2010. The Company also believes that it is probable that as of September 30, 2010, the Company will not be in compliance with the minimum Consolidated EBITDA covenant under its credit agreement with Wilmington Trust FSB, in its capacity as administrative agent and collateral agent, Lion Capital (Americas) Inc., as a lender, Lion/Hollywood L.L.C., as a lender, and other lenders from time to time party thereto. AMERICAN INT'L: Provides Add'l Details on Compensation of Execs. ---------------------------------------------------------------- American International Group Inc. filed its amended annual report on Form 10-K for the fiscal year ended Dec. 31, 2009, with the Securities and Exchange Commission to provide additional details regarding the compensation of the executive officers. A full-text copy of the Amended Annual Report on Form 10-K is available for free at http://ResearchArchives.com/t/s?6a10 About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN LEARNING: Appeals Nasdaq Delisting Notice -------------------------------------------------- American Learning Corporation received notification from The Nasdaq Stock Market that it has not regained compliance with The Nasdaq Capital Market's minimum bid price requirement for continued listing, set forth in Nasdaq Listing Rule 5550(a)(2) and, unless the Company appeals Nasdaq's decision, trading of the Company's common stock will be suspended at the opening of business on September 9, 2010, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on The Nasdaq Capital Market. Accordingly, on September 2, 2010, the Company submitted an appeal of the Nasdaq Staff determination to Nasdaq's Hearing Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The hearing request will stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. In response to the Company's request, the Nasdaq Office of General Counsel has scheduled a hearing for October 7, 2010 at which time the Company must demonstrate its ability to regain compliance with the minimum bid price requirement. There can be no assurance that the Panel will grant the Company's request for continued listing. American Learning Corporation, through its wholly owned subsidiaries, Interactive Therapy Group Consultants, Inc. and Signature Learning Resources, Inc., offers a comprehensive range of services to children with developmental delays and disabilities. AMERICAN HOMEPATIENT: 6,917,314 Shares Tendered in Share Buyback ---------------------------------------------------------------- American HomePatient, Inc., announced Thursday that 6,917,314 shares of the Company have been tendered pursuant to the self- tender offer made by the Company on July 7, 2010, for all outstanding shares of common stock of the Company at $0.67 per share. The Company has accepted the Shares for payment. The Shares, when added to shares owned by Highland Capital Management, L.P. and its affiliates, represent 87% of the outstanding shares of the Company. Highland is the largest holder of the Company's senior debt and held approximately 48% of the Company's outstanding shares prior to the Offer. The Company will promptly pay for the accepted Shares validly tendered in the Offer and not withdrawn by providing its depositary, Computershare, with sufficient funds for transmittal to tendering Shareholders. The depositary will act as the agent of persons who have tendered Shares in the Offer for the purposes of receiving payment from the Company and transmitting payment to those persons, and receipt of payment by the depositary will be deemed to constitute receipt of payment by those persons tendering Shares. Simultaneously with the acceptance of the Shares for payment, the Company completed the restructuring of its senior debt, which had matured on August 1, 2009, into two four-year secured term loans. The successful completion of the Offer and the debt restructuring are each steps in a series of transactions that are expected to result in the Company becoming 100% owned by Highland. With 78.5% of the outstanding shares now owned by Highland, the Company intends to call a special shareholders meeting as soon as reasonably practicable at which Highland intends to vote its shares in favor of a merger which would cause all remaining shareholders of the Company other than Highland to have their shares of the Company exchanged for $0.67 per share. Joseph F. Furlong, President and Chief Executive Officer of the Company, stated "This is an important day for American HomePatient and all of our stakeholders. We believe this transaction provides fair value to our shareholders and resolves the uncertainty caused by the maturing of our senior debt over a year ago. Our Company and its constituents will all benefit from this more stable financial environment as we continue to provide critical services to our patients. At this time, I would like to especially thank our employees for their hard work and dedication and our vendors for their support during the extended time needed to resolve our debt maturity issue." About American HomePatient Brentwood, Tenn.-based American HomePatient, Inc. (OTC BB: AHOM) is one of the nation's largest home health care providers with operations in 33 states. Its product and service offerings include respiratory services, infusion therapy, parenteral and enteral nutrition, and medical equipment for patients in their home. The Company's balance sheet at June 30, 2010, showed $240.7 million in total assets, $274.4 million in total liabilities, and a stockholders' deficit of $33.7 million. As reported in the Troubled Company Reporter on March 8, 2010, KPMG LLP, in Nashville, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that at December 31, 2009, the Company had a net capital deficiency and had a net working capital deficiency resulting from $226.4 million of debt that matured on August 1, 2009. AMERICAN HOMEPATIENT: Restructures Sr. Debt Into Two 4-Year Loans ----------------------------------------------------------------- In a regulatory filing Thursday, American HomePatient, Inc., announced that it has entered into a First Lien Credit Agreement and Second Lien Credit Agreement, each with General Electric Capital Corporation as lender and agent, and certain other lenders, including certain affiliates of Highland Capital Management, L.P. Pursuant to the terms of that certain Restructuring Support Agreement entered into April 27, 2010, between the Company and its senior lenders, Highland and the Company's other senior lenders agreed to restructure the Company's outstanding senior debt, which had matured in August of 2009, subject to a number of conditions, including, among others, the successful completion of a self-tender offer. The Company, Highland, GECC and the Company's other senior lenders entered into the Credit Agreements to effect the restructuring of the Company's senior debt upon the successful closing of the self-tender offer as contemplated by the Restructuring Support Agreement. The Company's senior debt has been restructured into a first lien $95.5 million term loan and a second lien $120.7 million term loan, each with a maturity date of September 2, 2014, and each with variable interest as provided in the applicable Credit Agreement. The First Lien Loan bears interest at a rate equal to (x) in the case of LIBOR Rate Loans, LIBOR (subject to a 2.80% floor) plus 4.00% and (y) in the case of Base Rate Loans, Base Rate (subject to a 3.80% floor) plus 3.00%. The Second Lien Loan bears interest at a rate equal to (x) in the case of LIBOR Rate Loans, LIBOR plus 7.00%, and (y) in the case of Base Rate Loans, Base Rate plus 6.00%. LIBOR and Base Rate are determined on customary bases. Under certain circumstances, the Company may pay a portion of the interest on the Second Lien Loan in-kind. Obligations of the Company under the Credit Agreements are guaranteed by substantially all of the Company's existing and future direct and indirect United States subsidiaries, with certain customary or agreed-upon exceptions. The guarantors have pledged certain of their assets as security for their obligations. The Second Lien Loan ranks junior in priority to the First Lien Loan, pursuant to the terms of a customary intercreditor agreement. The Credit Agreements require the Company to comply with customary affirmative, negative and financial covenants. The Credit Agreements require that the Company maintain a minimum interest coverage ratio and a maximum total debt to adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) ratio, or leverage ratio. The Credit Agreements also limit the amount of capital expenditures the Company can make for any fiscal year, pursuant to calculations set forth in the Credit Agreements. The Credit Agreements contain customary events of default, including but not limited to nonpayment; material inaccuracy of representations and warranties; violations of covenants and other provisions of the Credit Agreements; certain bankruptcies and liquidations; certain cross-defaults to material indebtedness; certain material judgments; certain events related to certain pledges of the assets of the Company and those of certain of its subsidiaries, as security for the obligations under the Credit Agreements; and certain changes of ownership. As required pursuant to the terms of the Restructuring Support Agreement, Henry T. Blackstock and William C. O'Neil have each resigned their positions as directors of the Company's Board of Directors effective September 1, 2010. Mr. Blackstock and Mr. O'Neil each served on the Company''s Nominating and Corporate Governance, Audit and Compensation Committees prior to their resignation. About American HomePatient Brentwood, Tenn.-based American HomePatient, Inc. (OTC BB: AHOM) is one of the nation's largest home health care providers with operations in 33 states. Its product and service offerings include respiratory services, infusion therapy, parenteral and enteral nutrition, and medical equipment for patients in their home. The Company's balance sheet at June 30, 2010, showed $240.7 million in total assets, $274.4 million in total liabilities, and a stockholders' deficit of $33.7 million. As reported in the Troubled Company Reporter on March 8, 2010, KPMG LLP, in Nashville, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that at December 31, 2009, the Company had a net capital deficiency and had a net working capital deficiency resulting from $226.4 million of debt that matured on August 1, 2009. AMERICAS INSURANCE: A.M. Best Puts 'B' FSR Under Review ------------------------------------------------------- A.M. Best Co. has placed under review with negative implications the financial strength rating of B (Fair) and issuer credit rating of "bb" of Americas Insurance Company (Americas) (New Orleans, LA). The rating actions stem from Americas' surplus decline, driven by start-up expenses and changes in non-admitted assets, which were not in-line with the business plan previously submitted. The ratings will remain under review until A.M. Best completes a full evaluation of Americas' revised business plan and capital management strategies. ANNETTE COSTELOW: Case Summary & 9 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Annette Marie Costelow fka Annette Marie Long fka Annette Marie Hernandez 23314 SE 293rd Place Black Diamond, WA 98010 Bankruptcy Case No.: 10-20587 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Dallas W. Jolley, Esq. 4707 S Junett St., Suite B Tacoma, WA 98409 Tel: (253) 761-8970 E-mail: jolleypatricia@yahoo.com Scheduled Assets: $758,172 Scheduled Debts: $1,169,063 A list of the Debtor's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-20587.pdf ARMTEC HOLDINGS: DBRS Assigns 'BB' Issuer Rating ------------------------------------------------ DBRS has assigned an Issuer Rating of BB (low) to Armtec Holdings Limited and a Senior Unsecured Debt rating of BB. The trends are Stable. Pursuant to the DBRS Rating Methodology for Leveraged Finance, a recovery rating of RR3 has been assigned to the Company's Senior Unsecured Debt, which corresponds to the BB rating. The Issuer Rating largely reflects the Company's strong market positions, well-diversified product mix and free cash flow generation, partly offset by the relatively high business risk facing Armtec related to its acquisitive nature and exposure to economic and construction cycles. Armtec is the only national provider of infrastructure-related products in Canada, with leading market positions in its core end markets. The Company produces a broad range of construction infrastructure applications (CIAs) and engineered solutions (ES) products for customers in the infrastructure (e.g., transportation, sewers and water treatment), residential, commercial and agriculture/natural resources end markets. Armtec's CIA business, at just over half of its total business, has a material share of recurring maintenance sales, which helps offset the variability of its more project-specific (but higher- margin) ES business. In addition, government customers account for the largest share of sales, which limits credit risk and should help drive future growth in operating earnings given the positive infrastructure market outlook in Canada (where sales are predominantly based). Armtec has consistently generated positive free cash flow (before working capital) annually, which provides a degree of financial flexibility. Free cash flow has historically been modest, largely due to high distributions to the Company's unitholders, but capex requirements are low. While Armtec's conversion to a fully taxable corporation (effective January 1, 2011) will ultimately lead to lower net earnings, dividends are expected to be reduced by the corresponding increase in taxes in order to preserve free cash flow. Acquisitions have been the primary source of growth for Armtec over the past several years as most of its end markets are mature and opportunities for material organic growth are limited. This strategy is expected to continue beyond the current year and increases the Company's business and financial risk, particularly given its relatively high debt levels for a cyclical company. As noted, Armtec's operating results are exposed to economic and construction-market volatility, highlighted by the decline in its operating results in 2009 (when excluding the impact of acquisitions completed in 2008 and 2009) and H1 2010. DBRS expects Armtec's core credit metrics to be generally stable over the near to medium term, with adjusted debt-to-EBITDA in the low to mid-3.0 times range (as per DBRS calculations). EBITDA is likely to modestly decline in 2010 but gradually improve in 2011, notably from the progression of larger ES projects that were recently awarded. In addition, debt repayment obligations are not expected to be an issue. However, the outlook does not take into account acquisitions, which could lead to a disproportionate amount of debt relative to earnings and cash flow and add volatility and/or pressure to credit metrics. ARTZI HOTELS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Artzi Hotels, LLC 114 Artzi Drive Thomasville, GA 31792 Bankruptcy Case No.: 10-71417 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Georgia (Valdosta) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: wjboyer_2000@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Artzi One, LLC 10-_____ __/__/10 Artzi Residential, LLC 10-71421 09/03/10 Israel Avenue, LLC 10-71420 09/03/10 In its list of 20 largest unsecured creditors, Artzi Hotels placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Thomas County Federal $1,043,170 Savings & Loan PO Box 1197 Thomasville, GA 31799 The petition was signed by Israel Arzi. ARTZI RESIDENTIAL: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Artzi Residential, LLC 114 Artzi Drive Thomasville, GA 31792 Bankruptcy Case No.: 10-71421 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Georgia (Valdosta) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: wjboyer_2000@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gamb10-71421.pdf The petition was signed by Israel Arzi. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Artzi Hotels, LLC 10-71417 09/03/10 Artzi One, LLC 10-_____ __/__/10 Israel Avenue, LLC 10-71420 09/03/10 BASIS YIELD: Goldman Sachs Seeks to Toss $1.6 Billion Suit ---------------------------------------------------------- Bankruptcy Law360 reports that Goldman Sachs Group Inc. has argued that Basis Yield Alpha Fund can't bring its $1.6 billion suit in the U.S. alleging Goldman's sale of subprime mortgage-backed securities drove the Australian hedge fund into insolvency because the transaction occurred in Australia. According to Law360, the investment bank pressed the U.S. District Court for the Southern District of New York on Wednesday to toss the suit, alleging that Basis executed the transaction in Australia. About Basis Yield Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund. It operates as a master-feeder structure that allows investors' funds to be channeled through two companies operating in a single jurisdiction to a "master" company operating in the same jurisdiction. These two feeder funds are Basis Yield Alpha Fund (US), a US feeder fund for US taxable investors, and Basis Yield Alpha Fund, a non-US feeder for all other investors. On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul Andrew Billingham filed a chapter 15 petition for Basis Yield (Bankr. S.D.N.Y. Case No. 07-12762). Karen Dine, Esq. at Pillsbury Winthrop Shaw Pittman LLP, represented the petitioners. The U.S. Bankruptcy Court dismissed Basis Yield's Chapter 15 case on April 30, 2008. BERNARD MADOFF: Merkin Investors Awarded $12.7MM in Dispute ----------------------------------------------------------- David Voreacos at Bloomberg News reports that investors in J. Ezra Merkin's Gabriel Capital LP, a feeder fund for Ponzi schemer Bernard Madoff, were awarded $12.7 million by a panel of arbitrators. 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 US$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.) As of August 13, 2010, a total of US$5,578,441,409 in claims by investors has been allowed, with US$715,602,064 to be paid by the SIPC. Investors are expected to receive additional distributions from money recovered by Mr. Picard. Mr. Picard has recovered a number of assets and in liquidated some of those assets for the benefit of customers, totaling US$1,183,779,811 as of November 2009. BIO-KEY INT'L: Posts $234,800 Net Income in June 30 Quarter ----------------------------------------------------------- Bio-Key International Inc. filed its quarterly report on Form 10-Q, reporting net income of $234,816 on $1.43 million of total revenues for the three months ended June 30, 2010, compared with net income of $139,770 on $280,685 of total revenues for the same period a year earlier. The Company's balance sheet at June 30, 2010, showed $6.86 million in total assets, $1.86 million in total liabilities, and $2.10 million in stockholders' equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6a0e About BIO-key Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI) -- http://www.bio-key.com/-- develops and markets advanced fingerprint identification biometric technology and software solutions. CCR LLP, in Westborough, Mass., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's results for the year ended Dec. 31, 2009. The independent auditors noted of the Company's substantial net losses in recent years and accumulated deficit. BLACK CROW: GECC Wants Court to Rule Against Consolidation ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that secured lender General Electric Capital Corp. filed a lawsuit on Aug. 31 asking U.S. Bankruptcy Judge Paul M. Glenn to declare that substantive consolidation is improper in the Chapter 11 case of Black Crow Media Group LLC and its units. GECC, owed $38.9 million as of the Petition Date, said it relied on each company being a separate entity when it made the loans. According to Mr. Rochelle, Black Crow had told the bankruptcy judge at a hearing that it intended to propose a plan based on substantive consolidation. In a substantive consolidation, creditors would have a claim against one pot of assets rather than against the individual company obligated on the debt. Judge Glenn, according to Mr. Rochelle, ruled in July that Black Crow's exclusive right to propose a plan won't be extended beyond Nov. 8 "unless truly extraordinary circumstances occur which could not have been reasonably anticipated." About Black Crow Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. The Company filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172). The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the Company in its restructuring effort. The Company estimated assets of $10 million to $50 million and debts of $50 million to $100 million in its Chapter 11 petition. BLUE KNIGHT: Unit Inks Throughput Capacity Agreement With Vitol --------------------------------------------------------------- BKEP Crude, L.L.C., a subsidiary of Blueknight Energy Partners, L.P., and Vitol Inc. entered on Aug. 31, 2010, into a Throughput Capacity Agreement. The membership interests of Blueknight Energy Partners G.P., L.L.C., the general partner of the Partnership, are owned by Blueknight Energy Holding, Inc. Blueknight Holding and Vitol Inc. are affiliated entities as both companies are indirectly owned by Vitol Holding B.V. Pursuant to the Throughput Agreement, Vitol Inc. will purchase 100% of the throughput capacity on BKEP Crude's Eagle North Pipeline System. BKEP Crude currently intends to put the Eagle North Pipeline System into service in the fourth quarter of 2010. Vitol Inc. will pay BKEP Crude a prepaid fee equal to $5.5 million and additional usage fees for every barrel delivered by or on behalf of Vitol Inc. on the system. In addition, if the payments made by Vitol Inc. in any contract year under the Throughput Agreement are in the aggregate less than $2,364,892, then Vitol Inc. will pay BKEP Crude a deficiency payment equal to $2,364,892 minus the aggregate amount of all payments made by Vitol Inc. during such contract year. The Throughput Agreement has a term that extends for four years after the Eagle North Pipeline System is completed and may be extended by mutual agreement of the parties for additional one- year terms. If the capacity on the Eagle North Pipeline System is unavailable for use by Vitol Inc. for more than 60 days, whether consecutive or nonconsecutive, during the term of the Throughput Agreement, then Vitol Inc. shall have the right to terminate the Throughput Agreement within six months after such lack of capacity. BKEP Crude has previously contracted to provide throughput services on the Eagle North Pipeline System to a third party and Vitol Inc.'s rights to the capacity of the Eagle North Pipeline System are subordinate to the rights of such third party. In addition, for so long as a default by Vitol Inc. relating to payments under the Throughput Agreement has not occurred and is continuing, BKEP Crude will remit to Vitol Inc. any and all tariffs and deficiency payments received by BKEP Crude or its affiliates from such third party pursuant to its agreement with BKEP Crude. Entering into the Throughput Agreement was approved by the Conflicts Committee of the General Partner's Board of Directors in accordance with the Partnership's procedures for approval of related party transactions and the provisions of its partnership agreement. About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- owns and operates a diversified portfolio of complementary midstream energy assets consisting of approximately 8.2 million barrels of crude oil storage located in Oklahoma and Texas, approximately 6.7 million barrels of which are located at the Cushing Oklahoma Interchange, approximately 1,300 miles of crude oil pipeline located primarily in Oklahoma and Texas, approximately 185 crude oil transportation and oilfield services vehicles deployed in Kansas, Colorado, New Mexico, Oklahoma and Texas and approximately 7.2 million barrels of combined asphalt and residual fuel storage located at 45 terminals in 22 states. BKEP provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. BKEP's general partner is controlled by Vitol Holding B.V. and its affiliates, which are engaged in the global physical supply and distribution of crude oil, petroleum products, coal, natural gas and other commodities. BKEP is based in Oklahoma City, Oklahoma and Tulsa, Oklahoma. The Company's balance sheet at June 30, 2010, showed $297.3 million in total assets, $447.2 million in total liabilities, and a partners' deficit of $149.9 million. * * * PricewaterhouseCoopers LLP, in Tulsa, Okla., in its report on the Partnership's financial statements for the year ended December 31, 2009, expressed substantial doubt about its ability to continue as a going concern. The independent auditors noted that the Partnership has substantial long-term debt, a deficit in partners' capital, and significant litigation uncertainties. BOBBY GAVLIK: Voluntary Chapter 11 Case Summary ----------------------------------------------- Joint Debtors: Bobby Joe Gavlik dba 2 Gavliks LLC All American Car Wash Gavlik's Automotive Esmeralda Gavlik 6218 Michaux Corpus Christi, TX 78414 Bankruptcy Case No.: 10-20703 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt Debtor's Counsel: Patricia Reed Constant, Esq. 800 N. Shoreline, Suite 320 S Corpus Christi, TX 78401-3733 Tel: (361) 887-1044 Fax: (361) 887-1043 E-mail: prconstant@swbell.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of their largest unsecured creditors together with their petition. BROWN PUBLISHING: Court Okays $21.8-Mil. Sale to Lenders Group -------------------------------------------------------------- Lisa Cornwell at The Associated Press reports that Judge Dorothy Eisenberg of the U.S. Bankruptcy Court for the Eastern District of New York issued an order Friday approving the sale of most assets of Ohio-based newspaper chain Brown Publishing Co. to Ohio Community Media LLC, which was formed by the Company's lenders, for about $21.8 million. According to the AP, court records show Pittsburgh-based PNC Bank is part of the media group. The AP relates the judge also approved sale of Brown Publishing's New York newspaper group, Dan's Papers Inc., to Dan's Papers Holdings LLC for about $1.8 million. About Brown Publishing Headquartered in Cincinnati, Ohio, The Brown Publishing Company owns business publications in Ohio, Utah, Texas, South Carolina, New York, and Iowa. Brown publishes 15 daily, 32 weekly, 11 business and 41 free publications. There are also 51 websites. Seventy-eight of the publications are in Ohio. Brown publishes Dan's Papers, the weekly newspaper with the largest circulation in the area of eastern Long Island, New York, known as the Hamptons. Brown also publishes the Montauk Pioneer, which it calls the official newspaper of Montauk, New York. The Company filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. E.D.N.Y. Case No. 10-73295). Edward M. Fox, Esq., at K&L Gates LLP, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. BV JORDANELLE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: BV Jordanelle, LLC 901 Pier View Drive, Suite 201 P.O. Box 51298 Idaho Falls, ID 83405 Bankruptcy Case No.: 10-32121 Chapter 11 Petition Date: September 2, 2010 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Michael R. Johnson, Esq. RAY QUINNEY & NEBEKER P.C. 36 South State Street, Suite 1400 P.O. Box 45385 Salt Lake City, UT 84145-0385 Tel: (801) 532-1500 Fax: (801) 532-7543 E-mail: mjohnson@rqn.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Cortnery Liddiard, president of BV Management Services, Inc., manager. BWP TRANSPORT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: BWP Transport, Inc. P.O. Box 517 Saint Clair, MI 48079 Bankruptcy Case No.: 10-67778 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: Geoffrey T. Pavlic, Esq. Tracy M. Clark, Esq. STEINBERG, SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 E-mail: pavlic@steinbergshapiro.com clark@steinbergshapiro.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-67778.pdf The petition was signed by Sandra Lickwala, president. CALIFORNIA COASTAL: Luxor Exit Financing Commitment Has Expired --------------------------------------------------------------- In a regulatory filing Wednesday, California Coastal Communities, Inc., discloses that on August 31, 2010, its previously announced exit financing commitment from Luxor Capital Group, LP, in the amount of $184 million expired, which commitment was intended to refinance the Debtor's $181.5 million of existing project debt and related costs to allow it to emerge from its Chapter 11 bankruptcy. The Company says it continues to have discussions with its stakeholders regarding a consensual restructuring. About California Coastal Irvine, Calif.-based California Coastal Communities, Inc. -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company with properties owned or controlled primarily in Orange County, California, and also in Lancaster in Los Angeles county. The Company's primary asset is a 356-home luxury coastal community known as Brightwater in Huntington Beach, California. California Coastal Communities, Inc. and certain of its direct and indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., in Los Angeles, California, serves as counsel to the Debtors. The Company's financial advisor is Imperial Capital, LLC. California Coastal estimated $100 million to $500 million in assets and debts in its Chapter 11 petition. California Coastal has submitted a proposed reorganization plan. The Court has yet to confirm the Plan. CANAAN VALLEY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Canaan Valley Ranch Development, LLC P.O. Box 955 Anna Maria, FL 34216 Bankruptcy Case No.: 10-21538 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Don M. Stichter, Esq. STICHTER, RIEDEL, BLAIN & PROSSER 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: dstichter.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John Pace, managing member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Noah's Ark Enterprise, Inc. 10-21537 09/03/10 CAPITAL CREATION: Appeals Ct. Reverses JLGA Contempt Order ---------------------------------------------------------- Joshua L. Gottlieb, principal of J.L. Gottlieb Agency, Inc., and Charles M. Hall, records custodian of defendant JLGA, appeal from the order of the trial court that found them in contempt of court and awarded sanctions to Coventry Group, Inc., in connection with their failure to respond to discovery requests propounded to JLGA. Messrs. Gottlieb and Hall additionally challenge the trial court's denial of their motion for relief from judgment. On October 4, 2006, Coventry filed a complaint against JLGA. In relevant part, it alleged that JLGA is the successor to Capital Creation Co., and that Coventry and CCC entered into an agreement to procure corporate owned life insurance policies for the Charming Shoppes, and to share the revenue generated from such policies. Coventry asserted that in a judgment entered in the United States District Court for the Northern District of Ohio on October 7, 2003, CCC was ordered to pay Coventry $713,789. CCC filed a voluntary bankruptcy petition pursuant to 11 U.S.C. Sec. 301 in the Bankruptcy Court for the Northern District of Ohio, Eastern Division on March 4, 2004. To date, Plaintiff has not received any distributions from the CCC bankruptcy estate. As a result, the judgment remains unsatisfied. JLGA, through its agents, has asserted that JLGA is a successor and mere continuation of CCC. A three-judge panel in the Court of Appeals of Ohio, Eighth District, Cuyahoga County, on September 2, 2010, held that the order of contempt is reversed, the award of sanctions is vacated, and the matter is remanded to the trial court for further proceedings. The order denying their motion for relief from judgment, which was initially challenged in a separate appeal, App. No. 94058, was dismissed for lack of a final order, and is now moot. The case is Coventry Group, Inc. v. J.L. Gottlieb Agency, Inc., case no. No. 94185 (Ohio Ct. App., Cuyahoga County). Ann Dyke, Christine T. McMonagle, and Larry A. Jones preside over the case. A copy of the decision is available at no charge at: http://www.leagle.com/unsecure/page.htm?shortname=inohco20100902381 JLGA is represented in the case by: Richard A. Baumgart, Esq. Lisa A. Meyer, Esq. DETTELBACH, SICHERMAN & BAUMGART 1801 East Ninth Street, Suite 1100 Cleveland, OH 44114-3169 Coventry is represented by: Richard M. Knoth, Esq. Breaden M. Douthett, Esq. James A. Slater, Jr., Esq. BAKER & HOSTETLER, LLP 3200 National City Center 1900 East Ninth Street Cleveland, OH 44114-3485 - and - Peter Turner, Esq. 28601 Chagrin Blvd., Suite 500 Cleveland, OH 44122 About Capital Creation Based in Beachwood, Ohio, The Capital Creation Co., Inc., aka The CCC Financial Organization or Joshua Holdings Agency, was a security holder. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 04-12595) on March 4, 2004. Judge Pat E. Morgenstern-Clarren presided over the case. David M. Neumann, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, served as the Debtor's bankruptcy counsel. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in debts in its petition. CATHOLIC CHURCH: Spokane's Skylstad Endorses New Bishop ------------------------------------------------------- Bishop William S. Skylstad said goodbye to The Catholic Diocese of Spokane Diocese and endorsed the new bishop, Blase Cupich, in a letter posted in the Diocese's Web site and the Diocese's newspapers. In his letter, Bishop Skylstad expressed his gratitude for the spiritual journey he has taken and will continue to take. He referred to The Catholic Church as a remarkable institution, not without "imperfections and continued need for redemption." "As we look to our Church, it is so easy to be fixated by her failings and by cynicism. Yet neither of those two are qualities of the Gospel. On the other hand, so many see our community as a great blessing, even though always in need of the saving grace of the Lord Jesus. They trust in the saving power of our God. They are resilient and full of hope," he pointed out. Bishop Skylstad said installation of Bishop Blase Cupich (pronounced SOO-pitch) will be on Friday morning, Sept. 3, at 11 a.m. at McCarthey Center on the campus of Gonzaga University. Bishop Skylstad urged members of the Spokane community to come to the installation. About The Diocese of Spokane The Roman Catholic Church of the Diocese of Spokane filed for chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on Dec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in its restructuring efforts. When the Debtor filed for protection from its creditors, it disclosed $11,162,938 in total assets and $81,364,055 in total debts. The Diocese of Spokane, the Tort Claimants Committee, the Future Claims Representative, and the Executive Committee of the Association of Parishes delivered an Amended Plan of Reorganization, and a Disclosure Statement describing that Plan to the Court on Feb. 1, 2007. The Honorable Patricia C. Williams approved the disclosure statement on March 8, 2007. On April 24, 2007, the Court confirmed Spokane's second amended joint plan. That plan is effective May 31, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CELL THERAPEUTICS: Proposes to Amend 2007 Equity Incentive Plan --------------------------------------------------------------- Cell Therapeutics Inc. made on Aug. 6, 2010, available to shareholders its proxy statement describing the matters to be voted upon at the Company's Annual Meeting of Shareholders to be held at 10:00 a.m. Pacific Daylight Time (PDT) on Thursday, September 16, 2010, at 501 Elliott Avenue West, Suite 400, Seattle, Washington. At the Annual Meeting, shareholders are being asked, among other things, to vote on a proposal to approve an amendment to the Company's 2007 Equity Incentive Plan, as amended and restated to increase the number of shares available for issuance under the 2007 Equity Plan by 45,000,000 shares. In order to facilitate shareholder approval of the amendment to the 2007 Equity Plan, the Company is revising its proposed amendment to the 2007 Equity Plan to reduce the proposed increase in the number of shares subject to the 2007 Equity Plan from 45,000,000 shares to 40,000,000 shares. The reduced proposal of 40,000,000 shares conforms to the proposal that was presented to shareholders at the Company's Special Meeting of Shareholders, which was adjourned on June 29, 2010. The Company's Board of Directors approved the reduction in the proposed share increase on August 23, 2010. A full-text copy of the 2007 Equity Incentive Plan, as to be amended, is available for free at http://ResearchArchives.com/t/s?6a0f About Cell Therapeutics Headquartered in Seattle, Washington, 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. Going Concern Doubt San Francisco-based Stonefield Josephson, Inc., has included an explanatory paragraph in their report on Cell Therapeutics, Inc.'s December 31, 2009, 2008 and 2007 consolidated financial statements regarding their substantial doubt as to the Company's ability to continue as a going concern. The independent auditors reported that the Company has sustained loss from operations over the audit periods, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of December 31, 2009. 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. CHARLES FRIENDS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Joint Debtors: Charles N. Friends Patricia A. Friends 9425 Prestwick Club Drive Duluth, GA 30097-2474 Bankruptcy Case No.: 10-85636 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Mark E. Scott, Esq. THE BARRISTER LAW GROUP 3325 Paddocks Parkway, Suite 140 Suwanee, GA 30024 Tel: (770) 529-3476 Scheduled Assets: $1,793,835 Scheduled Debts: $925,177 The Joint Debtors did not file a list of its largest unsecured creditors together with its petition. CHRISTOS DIMAS: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Christos Dimas 8650 W. Madison Drive Niles, IL 60714 Bankruptcy Case No.: 10-39710 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Julia Jensen Smolka, Esq. DIMONTE & LIZAK, LLC 216 West Higgins Road Park Ridge, IL 60068 Tel: (847) 698-9600 Ext. 231 Fax: (847) 698-9623 E-mail: jjensen@dimonteandlizak.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-39710.pdf CIRCUIT CITY: $38.48 Mil. in Claims Change Hands in August ---------------------------------------------------------- The Clerk of the Bankruptcy Court recorded the transfer of Claims against Circuit City Stores Inc. and its units, totaling $38,477,046 for the month of August 2010: Transferor Transferee Claim No. Claim Amt. ---------- ---------- -------- ---------- BBD Rosedale LLC Liquidity Solutions, 12520 $776,107 Inc. 13812 54,907 BPP-CONN, LLC CCMS 2005-CD1 Hale 12937 1,148,434 Road, LLC BPP-OH, LLC CGCMT 2006-C5 12981 797,263 Glenway Avenue, LLC BPP-NY, LLC DMARC 2006-CD2 12417 1,208,585 Poughkeepsie, LLC BPP-VA, LLC DMARC 2006-CD2 13076 932,010 Davidson Place, LLC Birch Rea Partners Blue Heron Micro 5537 6,000 Opportunities Fund, LLP Bustillo Hernandez Argo Partners 595576 6,165 Roberto CC Kingsport 98, CMAT 1999-C2 Idle 12167 488,508 LLC Hour Road, LLC Chattanooga Free Longacre Opportunity 4595 31,238 Press Offshore Fund, Ltd. Chattanooga Longacre Opportunity - 31,238 Publishing Co Inc. Offshore Fund, Ltd. 757 15,168 Cofal Partners LP Contrarian Funds, 12372 589,494 LLC Compuvest Liquidity Solutions, 13071 30,634 Corporation Inc. Congressional North VonWin Capital 7539 20,184 Associates LP Management, LP 12799 1,135,278 13174 62,030 14561 1,150,212 Credit Suisse Credit Suisse Loan 128 4,905,048 International Funding LLC 2295 6,627,475 Crown CCI, LLC WBCMT 2005-C21 South 12356 1,864,939 Ocean Gate Avenue 13467 68,381 Limited Partnership Daily News Record Argo Partners 595696 7,670 Enid Two LLC United States Debt 12819 1,075,762 Recovery V, LP Epsilon Interactive Liquidity Solutions, 7203 653,119 Inc Inc. FRO LLC IX United States Debt 8614 1,396,114 Recovery V LP Hamilton Security Argo Partners 250 19,505 & Investigations Howells Heating & Liquidity Solutions, 3186 14,739 AC Inc. ICT Group Inc Liquidity Solutions, 3031 265,217 Inc. Kelley, Walter W. Corre Opportunities 7589 61,610 For Sherwood Fund, L.P. Properties LLC Metro Signs Inc. Blue Heron Micro - 1,860 Opportunities Fund, LLP Millstein Liquidity Solutions, 8935 594,727 Industries LLC Inc. Onkyo USA Credit Suisse 128 4,905,048 Corporation International 2295 6,627,475 PuntoAparte VonWin Capital Sched F 204 Communications, Management, LP 11417 162,566 Inc 13276 197,424 Sherwood Properties Corre Opportunities 1226 64,637 LLC Fund, L.P. 12487 65,038 12489 417,303 12490 20,297 WPVI IV Argo Partners 6850 18,530 Weiser Security Liquidity Solutions, 12242 17,082 Services Inc Inc. Winchester Star The Argo Partners 595687 7,539 Wyoming Tribune Blue Heron Micro 1055 2,663 Eagle Opportunities Fund, LLP As of August 31, 2010, the total amount of claims traded for the month is less than the total amount of transferred claims in July, which aggregated $217,098,574. Wyoming Tribune Objects to Transfer L.D. Catalano of Wyoming Tribune-Eagle filed a letter with the Court objecting to the transfer of Wyoming Tribune's $2,663 claim, Claim No. 1055, to Blue Heron Micro Opportunities Fund, LLP. According to the letter, as of August 30, 2010, payment for the transfer has not been received. Wyoming Tribune wants to retain its claim in the Debtors' bankruptcy. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CIRCUIT CITY: CarMax Sues to Claim Rights to Carmax Trail Asset --------------------------------------------------------------- CarMax Auto Superstores, Inc., doing business as CarMax, in its complaint against Circuit City Stores, Inc., asks the U.S. Bankruptcy Court: (i) To determine and adjudicate the rights of CarMax and Circuit City to a certain "CarMax Trail Asset"; (ii) To find and declare that Circuit City is obligated to transfer or deliver, or cause the applicable Circuit City subsidiary to transfer and deliver the CarMax Trail Asset to CarMax; (iii) To order Circuit City to perform its obligations under a Separation Agreement by transferring and delivering the CarMax Trail Asset to CarMax; and (iv) To temporarily and permanently enjoin Circuit City and its agents, attorneys or subsidiaries from transferring the CarMax Trail Asset to any other entities other than CarMax. When it was formed, CarMax was a direct wholly owned subsidiary of Circuit City. CarMax has operations at 8520 Glenwood Avenue, in Raleigh, North Carolina. In March 1994, Circuit City acquired land at the Store Location by two deeds. In connection with its development of the CarMax store at the Store Location, Circuit City dedicated a portion of the Original Property to the City of Raleigh for the construction and maintenance of a road known as CarMax Trail. Circuit City also dedicated other portions of the Original Property to the City for other public rights of way that are not at issue in the Complaint, W. Alexander Burnett, Esq., at Williams Mullen, in Richmond, Virginia -- aburnett@williamsmullen.com -- relates. When Circuit City dedicated CarMax Trail to the City, however, the Debtor reserved a one-foot strip running along the northern side of CarMax Trail for itself and retained 14,201 acres for the development of the CarMax store -- the Site. In November 1994, Circuit City conveyed the Site to CMNC Limited Partnership, which simultaneously leased the site back to the Debtor, Mr. Burnett informs the Court. In 1998, the City abandoned CarMax Trail. Under North Carolina law, the right of way reverts to the adjoining property owners, each owner being entitled to the portion of the road adjoining its property to the center line of the road, Mr. Burnett notes. One half of the road, therefore, joined with and became part of the Site, which was owned by CMNC. The other half of the road joined with the one-foot strip -- together, the CarMax Trail Asset -- that Circuit City reserved along the northern line of CarMax Trail, according to Mr. Burnett. On May 21, 2002, CarMax and Circuit City entered into a Separation Agreement, which made CarMax an independent, separately traded public company. Pursuant to the Separation Agreement, Circuit City agreed to transfer, convey, assign and deliver all of its interest in certain real property, which includes the Store Location, including the CarMax Trail Asset, to CarMax. Circuit City also assigned its interest in and to the Lease to CarMax on May 22, 2002, Mr. Burnett says. On January 30, 2008, CarMax and Raleigh NC Associates, the successor-in-interest of CMNC, amended the Lease to add the Southern Road Portion to the description of the property subject to the Lease. On July 9, 2010, CarMax notified Circuit City that the CarMax Trail Asset was not properly conveyed to CarMax as it should have been pursuant to the Separation Agreement. According to Mr. Burnett, Circuit City or its attorneys or agents received the Notice Letter on July 13, 2010. As of August 24, 2010, Circuit City has not transferred and delivered, or caused the applicable Circuit City Subsidiary to transfer and deliver the CarMax Trail Asset to CarMax. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CMG HOLDINGS: June 30 Balance Sheet Upside-Down by $1 Million ------------------------------------------------------------- CMG Holdings, Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $459,662 for three months ended June 30, 2010, compared with net income of $189,300 for the same period ending 2009. Revenue was $1,567,654 for the three months ended June 30, 2010, compared with $1,845,357 during the same period in 2009. The Company's balance sheet at June 30 showed total assets of $2,180,867, total liabilities of $3,219,979, and a stockholders' deficit of $1,039,112. According to the Form 10-Q, the Company has an accumulated deficit and a working capital deficit as of June 30. In response to these conditions, the Company raised additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6ac2 About CMG Holdings, Inc. Miami, Florida-based CMG Holdings, Inc., is a marketing, sports, entertainment and management services company. The Company operates in the sectors of talent management, event management, and commercial rights. Going Concern Doubt MaloneBailey, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficit as of December 31, 2009. COHARIE HOG: Plan Contemplates Liquidation of Assets to Pay Claims ------------------------------------------------------------------ Coharie Hog Farm, Inc., submitted to the U.S. Bankruptcy Court for the Eastern District of North Carolina a proposed Plan of Reorganization. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The Plan provides for the continued liquidation of all of the Debtor's assets, for the treatment and payment of claims, and for the distribution of resulting asset liquidation proceeds. D. M. Faircloth is marketing the feed mill in Turkey, North Carolina, in behalf of the Debtor. The Debtor related that if a third party sale of the feed mill cannot be arranged, D. M. Faircloth agreed to purchase, either directly or through an entity controlled by him, the feed mill for the outstanding balance of the Branch Bank and Trust Company loans, including principal and any unpaid interests, costs fees and attorneys' fees. The Debtor scheduled a September 13, 2010, hearing on its motion to sell the feed mill. Under the Plan, the Debtor will make partial pro rata distribution to holders of unsecured claims by January 1, 2011, after payment to or escrow of sufficient funds to pay secured creditors in full. Holders of interests in the Debtor will receive no payment and will be extinguished. A full-text copy of the Plan is available for free at: http://bankrupt.com/misc/CoharieHog_PLAN.pdf About Coharie Hog Farm Coharie Hog Farm filed for Chapter 11 protection on Nov. 6, 2009 (Bankr. E.D. N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, represents the Debtor in its Chapter 11 effort. The Company disclosed $51,363,099 in assets and $51,432,306 in liabilities as of the Petition Date. CONSTITUTIONAL CASUALTY: A.M. Best Downgrades FSR to 'D' -------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to D (Poor) from C+ (Marginal) and issuer credit rating to "c" from "b- " of Constitutional Casualty Company (Constitutional) (Chicago, IL). The outlook for both ratings is negative. The rating actions reflect Constitutional's weak level of capitalization following several years of underwriting losses and its trend of negative operating income. The recent operating losses were significant and reflect the company's geographic concentration of risk that exposes it to weather-related events. These negative factors are partially offset by the company's five- year average pure loss ratio that was slightly better than the composite average. The rating outlook is based on the potential for continued deterioration of capital and disruption of the company's operating strategies. DANIEL BISHOP: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Daniel Lee Bishop 17235 2 Mile Road Franksville, WI 53126 Bankruptcy Case No.: 10-34542 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Susan V. Kelley Debtor's Counsel: Paul A. Strouse, Esq. 413 N. 2nd Street, Suite 150 Milwaukee, WI 53203 Tel: (414) 390-0820 E-mail: plstrouse@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wieb10-34542.pdf DIAMOND RESORTS: S&P Raises Corporate Credit Rating to 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating for Diamond Resorts Parent LLC to 'B-' from 'CCC+' and removed it from CreditWatch, where it was placed with positive implications Aug. 3, 2010. The rating outlook is positive. At the same time, S&P assigned Diamond Resorts Corporation's $425 million senior secured notes due 2018 S&P's 'B-' issue-level rating (at the same level as the 'B-' corporate credit rating on the parent company) with a recovery of '4', indicating S&P's expectation for average (30% to 50%) recovery for noteholders in the event of a payment default. The company used the proceeds to repay its revolving, first-lien, and second-lien credit facilities. The upgrade in the corporate credit rating to 'B-' reflects the successful closing of Diamond's notes issue, which refinanced the company's credit facilities that were maturing over the next few years, and the refinancing on Aug. 31, 2010 of its $64.6 million 364-day conduit facility, which provides intermediate-term operating liquidity. The rating is based on the company's somewhat weak EBITDA and funds from operations coverage of interest in the low- to mid-1x area (by S&P's measure of consolidated EBITDA and S&P's measure of coverage, including securitization interest expense) and high debt leverage in the 6x to 7x area over the next few years. The rating also reflects Diamond's reliance on external sources of capital to achieve its current sales budget. These factors are somewhat tempered by the company's well developed and cash flow positive management business, and solid contracts with homeowners' associations that currently allow for some inventory recapture at a lower cost than expenditure levels historically invested in resort development. S&P's measure of EBITDA differs from the company's calculation, as S&P add back some noncash items to operating income, but only cost of vacation ownership interests sold net of the company's use of cash to repurchase defaulted VOI inventory. In the event the company restarts its historical investment strategy of resort development, which seems unlikely over the next three to five years, S&P would take a more conservative view of measuring EBITDA without adding back the cost of VOI sales. S&P expects its measure of EBITDA coverage of interest to be 1.4x in 2010 and its measure of FFO coverage of interest to be 1.3x. S&P expects both of these coverage measures to improve modestly to the mid-1x area in 2011. This incorporates S&P's assumption that cash sales will comprise 50% to 70% of VOI sales in 2010 and 2011, and that revenue and cash generated from the resort management business will continue to improve modestly. These measures are adequate for the expected 'B-' rating given S&P's expectation that Diamond's liquidity profile will continue to be supported by good access to external financing through securitization and conduit facility markets. In S&P's view, conduit facility availability represents an important alternative source of cash and provides some cushion against potential periods of operating cash flow decline. The company's high debt leverage is also a key rating factor. S&P expects S&P's measure of adjusted debt to EBITDA to be about 7x in 2010 and 6x in 2011. S&P's measure of debt is adjusted for operating leases and includes conduit and securitization debt. Management has, with some success, implemented a strategy starting in 2008 to minimize timeshare development spending by focusing on using cash to purchase defaulted timeshare inventory through recovery and remarketing agreements with HOAs. S&P believes that this spending will continue at a level in the mid-$20 million area over the next several years, which should allow Diamond to maintain inventory levels in balance with its expectation for customer sales demand. DONALD BALDI: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Donald Thomas Baldi Doreen Riordan Sarama 505 Bella Court Galloway, NJ 08205 Bankruptcy Case No.: 10-37389 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Gloria M. Burns Debtor's Counsel: Ira Deiches, Esq. DEICHES & FERSCHMANN 25 Wilkins Ave. Haddonfield, NJ 08033 Tel: (856) 428-9696 Fax: (856) 795-6983 E-mail: ideiches@deicheslaw.com Scheduled Assets: $837,647 Scheduled Debts: $1,051,850 A list of the Joint Debtors' 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-37389.pdf DT MAYAN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: DT Mayan Palms Apartments, LP dba Mayan Palms Apartments aka Mayan Palms fdba The Willows on Hunnicut 8201 Lockheed, Ste. 235 El Paso, TX 79925 Bankruptcy Case No.: 10-31883 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: Leif M. Clark Debtor's Counsel: Harrel L. Davis, III, Esq. GORDON DAVIS JOHNSON & SHANE P.C. P.O. Box 1322 El Paso, TX 79947-1322 Tel: (915) 545-1133 E-mail: vrust@eplawyers.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb10-31883.pdf The petition was signed by Richard Aguilar, manager of DT Mayan Palms Mgmt, LLC it's general partner. EDWARD RIZZI, JR.: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Edward C. Rizzi, Jr. aka JR Rizzi 16036 Renwick Plainfield, IL 60555 Bankruptcy Case No.: 10-39669 Chapter 11 Petition Date: September 2, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtor's Counsel: Bruce E. de'Medici, Esq. SMITHAMUNDSEN 150 N. Michigan Avenue, Suite 3300 Chicago, IL 60601-7524 Tel: (312) 894-3200 Fax: (312) 894-3210 E-mail: bdemedici@salawus.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-39669.pdf ELITE PHARMA: Acquires Generic Naltrexone Product from Mikah ------------------------------------------------------------ Elite Pharmaceuticals, Inc., acquired an approved Abbreviated New Drug Application for naltrexone hydrochloride 50 mg tablets from Mikah Pharma LLC. The brand product and its generic equivalents had annual sales of approximately $14 million in 2009 and there are currently three other approved generic manufacturers plus the innovator. The transfer of the ANDA will begin immediately and Elite expects to begin manufacture of the product early next year. Pursuant to the agreement, Elite will be entitled to sell the drug in the United States and its territories, including Puerto Rico, and has licensed to Mikah the right to sell the drug in the remainder of the world. Elite also has entered into an agreement with Mikah for a product to be developed. Elite will be responsible for the formulation, analytical development, clinical batch manufacture and validation work for the product and will seek approval of the product from the FDA pursuant to 505(b)2 of the Drug Price Competition Act. Upon approval, Elite will manufacture the product and the parties will negotiate in good faith a manufacturing and supply agreement for the product. Elite will also receive a royalty of five percent of net sales after product launch and prior to the introduction of the first generic of the product. "These acquisition and development agreements continue our strategy of leveraging the manufacturing and development expertise of the company into products that we believe may generate positive cash flow to support our research activities," stated Jerry Treppel, Chairman and CEO. About Elite Pharmaceuticals Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP) -- http://www.elitepharma.com/-- is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology. The Company has two products, Lodrane 24(R) and Lodrane 24D(R), currently being sold commercially. The Company's balance sheet at March 31, 2010, showed $10.6 million in assets, $21.2 million of liabilities, and a stockholders' deficit of $10.6 million. Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has experienced significant losses and negative operating cash flows resulting in a working capital deficiency and shareholders' deficit. EMISPHERE TECHNOLOGIES: Bai Ye Feng Holds 8.84% of Shares --------------------------------------------------------- Bai Ye Feng, based in Hong Kong, disclosed holding 4,720,165 shares or roughly 8.84% of the common stock of Emisphere Technologies, Inc., as of August 25. An aggregate of 45,000 shares of the Common Stock of the Company are owned by Lighthouse Consulting Limited, a Hong Kong Company of which Mr. Feng is principal. About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. The Company's balance sheet at June 30, 2010, showed $3.11 million in total assets, $76.51 million in total liabilities, and a $73.41 million stockholders' deficit. As reported in the TCR on March 29, 2010, PricewaterhouseCoopers LLP, in New York, which audited the Company's full-year 2009 results, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced recurring operating losses, has limited capital resources and has significant future commitments. In the Form 10-Q for the quarter ended June 30, 2010, the Company acknowledged, "We have limited capital resources and operations to date have been funded primarily with the proceeds from collaborative research agreements, public and private equity and debt financings and income earned on investments." The Company said as of June 30, 2010 total cash was $700,000. "We anticipate that we will continue to generate significant losses from operations for the foreseeable future, and that our business will require substantial additional investment that we have not yet secured. As such, we anticipate that our existing cash resources, including the amounts provided by MHR in connection with the July 2010 MHR Note but not accounting for an approximately $2.6 million arbitration award in favor of the Company's former CEO, will enable us to continue operations through approximately August 31, 2010 or earlier if unforeseen events arise that negatively affect our liquidity. However, this expectation is based on the current operating plan that could change as a result of many factors and additional funding may be required sooner than anticipated. These conditions raise substantial doubt about our ability to continue as a going concern," the Company said. F&P PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: F&P Properties, LLC 1030 N. Osage Nevada, MO 64772 Tel: (417) 549-6700 Bankruptcy Case No.: 10-31031 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Western District of Missouri (Joplin) Judge: Jerry W. Venters Debtor's Counsel: Richard A. Koehler, Esq. P.O. Box 416 Butler, MO 64730-0416 Tel: (660) 679-3404 Fax: (660) 679-3279 E-mail: raklawetc@yahoo.com Scheduled Assets: $1,200,000 Scheduled Debts: $1,100,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Harold L. Fortner, Jr., managing member. FAIRPOINT COMMS: Court Allows $21 Mil. in Fees for Oct.-April ------------------------------------------------------------- U.S. Bankruptcy Judge Burton Lifland awarded bankruptcy professionals retained in FairPoint Communications' cases fees, totaling $20,996,234, and allowed the reimbursement of expenses, aggregating $1,266,834. The Approved Fees and Expenses cover the period from October 2009 through April 2010. Firm Period Fees Expenses ---- --------- -------- -------- Paul, Hastings, Janofsky 10/26/09- $7,780,054 $739,212 & Walker LLP 04/30/10 AlixPartners, LLP 10/26/09- $3,773,037 $239,738 04/30/10 Ernst & Young LLP 10/26/09- $3,726,264 $63,392 04/30/10 Rothschild Inc. 10/26/09- $1,950,000 $50,560 04/30/10 Andrews Kurth LLP 11/10/09- $1,472,238 $61,093 04/30/10 Jeffries & Company, Inc. 11/10/09- $855,000 $39,266 04/30/10 KPMG LLP 03/04/10- $662,926 $47,771 04/30/10 Altman Vilandrie & 12/01/09- $275,440 $4,365 Company, Inc. 04/30/10 Quinn Emanuel Urquhart 10/26/09- $202,338 $4,941 & Sullivan, LLP 04/30/10 Preti Flaherty Beliveau 11/01/09- $60,094 $3,686 & Pachios, Chartered, LLP 11/30/09 Preti Flaherty Beliveau 12/01/09- $82,813 $3,908 & Pachios, Chartered, LLP 12/31/09 Preti Flaherty Beliveau 01/01/10- $132,464 $5,059 & Pachios, Chartered, LLP 01/31/10 Verrill Dana, LLP 12/03/09- $23,566 $3,843 05/31/10 The Professionals filed their individual fee applications in early July 2010. The approved fees of Andrews Kurth reflect a voluntary reduction by the firm of $12,000 in fees. Similarly, the approved fees of Paul Hastings reflect a voluntary reduction of $106,271. The fees of Verrill Dana are approved, on a final basis. Paul Hastings serves as counsel to the Debtors. Quinn Emanuel is the Debtors' conflicts counsel. KMPG serves as the Debtors' accountant. Ernst & Young is auditor to the Debtors. Rothschild is the Debtors' financial advisor. AlixPartners serves as restructuring advisor to the Debtors. Preti Flaherty is an ordinary course professional employed by the Debtors. Andrews Kurth is counsel to the Official Committee of Unsecured Creditors. Altman Vilandrie is the operational consultant to the Creditors' Committee. Verrill Dana is the Creditors' Committee's special regulatory counsel. Jeffries serves as the Creditors' Committee's financial advisor. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry-leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. FairPoint and its affiliates filed for Chapter 11 protection on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, FairPoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. (FairPoint Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). FENDER MUSICAL: S&P Gives Negative Outlook, Affirms 'B' Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Scottsdale, Ariz.-based Fender Musical Instruments Corp. to negative from stable. At the same time, S&P affirmed the 'B' corporate credit rating on the company. In addition, S&P affirmed the 'B' issue-level rating on Fender's senior secured debt. The recovery rating is '3', which indicates S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of payment default. "The revised outlook to negative from stable reflects the deterioration in the company's credit metrics due to a material increase in its backlog, and declines in revenue and margin, following a supply disruption, and S&P's expectation that the credit metrics will remain weak over the next six to nine months," said Standard & poor's credit analyst Jacqueline Hui. The 'B' rating on Fender reflects S&P's view of a highly leveraged financial risk profile and participation in a challenging musical instruments industry, which S&P believes supports a weak business risk profile. Other factors include the company's narrow business focus and discretionary nature of its products. Fender manufactures and markets guitars and other audio equipment through a portfolio of brands, including Fender, Squier, Guild, and Jackson. Fender's product sales remain concentrated in guitars; though, S&P believes the company diversified its product portfolio and geographic reach with the 2007 KMC Music Inc. acquisition. S&P estimates that the company generates about 45% of its sales outside of the U.S. A large portion of its international sales are in Europe. The company also has some sales concentration with its largest customer, Guitar Center Inc. (parent Guitar Center Holdings Inc. is rated B-/Stable/--). Although Fender maintains strong brand recognition, S&P believes sales remain vulnerable to economic cycles because of the somewhat discretionary nature of its products. The outlook is negative, reflecting the company's thin cash flow measures and potential for further weakening credit measures if the company's supply issues are not resolved and it impacts the company's profitability during the important upcoming holiday season. S&P could consider a downgrade if the company is unable to materially improve its backlog and credit measures further weaken from its current levels over the second half of 2010, or if liquidity becomes constrained. S&P would expect some reduction in its backlog, and interest coverage to increase to 1.7x by this year-end and toward 2x over the next 12 months in order to sustain its rating. FIRST PHYSICIANS: June 30 Balance Sheet Upside-Down by $12.6MM -------------------------------------------------------------- First Physicians Capital Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss attributable to First Physicians of $2.1 million on $10.4 million of revenue for the three months ended June 30, 2010, compared with a net loss attributable to First Physicians of $3.4 million on $9.2 million of revenue for the same period of 2009. The Company's balance sheet at June 30, 2010, showed $28.1 million in total assets, $28.3 million in total liabilities, $191,000 in total non-redeemable preferred stock, $12.2 million in total redeemable preferred stock, and a stockholders' deficit of $12.6 million. The Company has sustained operating losses since inception and had an accumulated deficit of approximately $93.0 million as of June 30, 2010. This deficit has been funded primarily through preferred stock financing, sales of promissory notes and cash generated from operations. At June 30, 2010, the Company had current liabilities of $9.2 million and current assets of $8.3 million, for a working capital deficit of $844,000. "We will need additional capital to continue to maintain and expand our operations and will endeavor to raise funds through the sale of equity securities and other types of securities, issuance of debt and revenues from operations; however, despite our efforts, we may not be able to generate revenues from operations or obtain sufficient capital on acceptable terms, if at all. If we are unable to obtain such capital or generate such operating revenues it would have an adverse impact on our financial position and results of operations and ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6ab9 About First Physicians Based in Beverly Hills, Calif., First Physicians Capital Group, Inc. (OTC BB: FPCG) -- http://www.firstphysicianscapitalgroup.com/ -- invests in and provides financial and managerial services to physicians, physicians groups, and healthcare delivery centers in non-urban markets in the U.S. FLETCHER GRANITE: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Fletcher Granite Company of Georgia, LLC 534 Groton Road Westford, MA 01886 Bankruptcy Case No.: 10-44443 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court District of Massachusetts (Worcester) Judge: Melvin S. Hoffman Debtor's Counsel: Laura Otenti, Esq. POSTERNAK BLANKSTEIN & LUND LLP Prudential Tower 800 Boylston Street Boston, MA 02199 Tel: (617) 973-6100 E-mail: lotenti@pbl.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mab10-44443.pdf The petition was signed by Steven C. Petrarca, director of The O'Connor Group, Inc., CRO of Fletcher Granite Company, LLC, manager. Debtor-affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Fletcher Granite Company LLC 10-43884 08/02/10 FMI HOLDINGS: Taps Abakhan as Liquidators; Sr. Managers Let Go -------------------------------------------------------------- FMI Holdings Ltd., formerly Forbes Medi-Tech Inc., appointed Abakhan & Associates Inc. as liquidator effective September 1, 2010. As a result of the appointment of Abakhan, all of the senior management and staff of FMI Holdings were released from their employment. In addition, Joe Dunne, Greg Anderson and Nitin Kaushal have stepped down as directors of the Company. The Company thanks all of the employees and directors for their dedicated work. According to a press release by FMI, in connection with the liquidation of the Company, one distribution will be made to shareholders. The distribution will include the cash proceeds realized from the sale of substantially all of the assets of the Company to Pharmachem Laboratories Inc. less any payments made in respect of the Company's remaining ongoing costs and liabilities. The Company expects the net proceeds of the Liquidation to be in the range of Cdn $0.50 to Cdn $0.58 per share. The distribution is expected to occur within six months following completion of a claims procedure that will be established under the supervision of Abakhan. It is expected that, following the distribution, the Company's common shares will be cancelled and de-listed from the OTCBB. It is anticipated that the wind-up of the Company will be completed in the first quarter of 2011, although the ultimate timing of a distribution and the wind-up of the Company may vary from what is expected. In addition, to the extent that, among other things: (i) transaction and wind-up costs; (ii) the Company's net cash position at closing; (iii) the absence of unidentified claims; or (iv) foreign exchange rates are, in each case, different than assumptions made by management, shareholders may receive aggregate distributions amounting to less than the range noted. Accordingly, the Company can give no assurances as to the total amount and timing of distributions to the Company's shareholders. FORD MOTOR: Says Market Share Gains Continue in August ------------------------------------------------------ Ford Motor Co. said consumer demand for its fresh lineup of high- quality, fuel-efficient vehicles helped the company continue to grow its retail market share in August for the 22nd time in the last 23 months. Ford, Lincoln and Mercury dealers delivered 157,503 new vehicles in August, down 11 percent versus a year ago, when Ford outpaced the industry during the "Cash for Clunkers" sales program. Year-to-date, Ford sales totaled 1.28 million, up 18 percent - double the growth of the overall industry. "Ford continues to outperform the overall industry," said Ken Czubay, Ford vice president, U.S. Marketing, Sales and Service. "In this market, consumers are looking for vehicles that offer industry-leading quality, fuel economy, safety and technologies, and growing numbers of them are turning to Ford." Last August, the Ford Focus and Escape were among the industry's best sellers during the "Cash for Clunkers" program. Even though both products had strong sales results this August, they had large declines against last year's record sales. Products with higher sales than a year ago include: * Ford's popular F-Series truck, which posted one of its highest sales months in the last two years. August sales totaled 47,652, up 5 percent versus a year ago. Year-to-date, F- Series sales totaled 338,446, making it the only U.S. vehicle to eclipse the 300,000 milestone in 2010. * Sales for Ford's E-Series van totaled 10,251, up 92 percent versus a year ago. The E-Series van has been America's best- selling commercial van for 31 straight years; year-to-date sales totaled 74,608. * Taurus sales were 5,122 in August, up 51 percent. The all-new Taurus debuted a year ago and has posted strong year-to-year increases every month since introduction. Taurus year-to-date sales are more than double last year's sales. * Although total sales were down slightly from last August, Mustang retail sales are up 15 percent. Sales Outlook and North American Production In the fourth quarter of 2010, Ford plans to produce 570,000 vehicles. In the fourth quarter of 2009, the company Ford produced 574,000. "The Ford plan is to match capacity with the real demand, and we continue to monitor the key economic indicators as we make adjustments," Mr. Czubay said. In the third quarter, Ford plans to produce 570,000 vehicles, unchanged from the previously announced level. 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. Ford Motor's balance sheet at June 30, 2010, showed $179.75 billion in total assets, $183.29 billion in total liabilities, and a $3.54 billion stockholders' deficit. * * * In August 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Ford Motor Co. and FordMotor Credit Co. LLC to 'B+' from 'B-'. "The upgrade reflects S&P's reassessment of Ford's business risk profile to weak from vulnerable, and its financial risk profile to aggressive from highly leveraged," said Standard & Poor's credit analyst Robert Schulz. S&P believes Ford is making progress in stabilizing, and perhaps improving, its U.S. market shares Still, S&P believes underlying business risks remain high. Ford Motor and its unit, Ford Motor Credit, carry 'BB-' issuer default ratings from Fitch Ratings. In August 2010, when Fitch raised the rating from 'B', it said, Ford's ratings reflect its continued strong financial performance and the substantial debt reduction accomplished in the second quarter." Ford Motor has a 'B1' corporate family rating from Moody's. FPD, LLC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------- Debtor: FPD, LLC Oak Tree Landing 600 Burr Oak Court Prince Frederick, MD 20678 Bankruptcy Case No.: 10-30424 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Debtors' Counsel: G. David Dean, II, Esq. Irving Edward Walker, Esq. COLE SCHOTZ MEISEL FORMAN & LEONARD P.A. 300 E. Lombard Street, Suite 2000 Baltimore, MD 21202 Tel: (410) 528-2972 (410) 528-2970 Fax: (410) 230-0667 E-mail: ddean@coleschotz.com iwalker@coleschotz.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Acorn Land, LLC, 10-30437 09/03/10 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 Breezewood Homes, LLC 10-30441 09/03/10 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 First Development Group, LLC 10-30443 09/03/10 Assets: $10,000,001 to $50,000,000 Debts: $10,000,001 to $50,000,000 MD Homes, LLC 10-30444 09/02/10 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 NC Homes, LLC 10-30445 09/03/10 Tidewater Land, LLC 10-30446 09/03/10 Debtors' List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rocker's Inc. Trade Payable $414,479 8804 Avenue B Sparrows Point, MD 21219 Jones of Annapolis Inc. Trade Payable $232,721 2056 General Highway Annapolis, MD 21401 Celey's Plumbing Inc. Trade Payable $165,676 8991 NC Highwy 27 East Benson, NC 27504 Stock Building Supply Trade Payable $128,112 L&L Carpet, Inc. Trade Payable $112,080 Diverse Electrical Co., Inc. Trade Payable $109,843 Custom Home Exteriors Trade Payable $87,479 Pro-Build East Trade Payable $84,502 William H. Metcalfe and Sons Trade Payable $80,978 William J. Keller & Sons Trade Payable $78,842 City of Raleigh Tax Payable $77,644 Loflin HVAC Inc. Trade Payable $75,077 Jose's Framers Trade Payable $69,951 Coleman Floor Company Inc. Trade Payable $66,160 Merillat Industries Inc. Trade Payable $64,079 Eastern Building Components Trade Payable $61,234 JSR Construction, Inc. Trade Payable $56,214 Van Tech Trade Payable $54,672 Bausum & Duckett, Inc. Trade Payable $54,129 Associated Plumbing Trade Payable $53,596 Residential Concrete Services Trade Payable $51,257 Scott Custom Builders Trade Payable $49,270 Ferguson Enterprises Inc. Trade Payable $48,741 Builders First Source Inc. Trade Payable $48,308 Wicomico County, MD Tax Payable $47,852 A.K. Concrete Corp Inc. Trade Payable $47,807 Louis Heating & Cooling Service, Trade Payable $44,918 Inc. Chesapeake Building Components Trade Payable $44,770 Thomas Concrete Trade Payable $43,059 Accurate Concrete Construction Trade Payable $42,100 A list of FPD's Chapter 11 petition is available for free at http://bankrupt.com/misc/mdb10-30424.pdf The petitions were signed by James W. Thomasson, Jr., president. FREMONT GENERAL: Ch. 11 Trustee Wants Probe on Rosenthal Fee ------------------------------------------------------------ Bankruptcy Law360 reports that the U.S. trustee has asked for an investigation into fees requested by attorneys from Sonnenschein Nath & Rosenthal LLP and others in the bankruptcy of Fremont General Corp., saying the $1.6 million sought is $900,000 above recent estimates. Assistant U.S. Trustee Frank M. Cadigan submitted a supplementary objection in the U.S. Bankruptcy Court for the Central District of California to the fees, according to Law360. About Fremont General Based in Santa Monica, California, Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at September 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's noticing agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. Fremont's formal schedules showed $330,036,435 in total assets and $326,560,878 in total debts. Fremont General Corporation emerged from bankruptcy and filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada on June 11, 2010, which, among other things, changed the Debtor's name to Signature Group Holdings, Inc. Signature's plan of reorganization became effective on June 11, 2010. As of that date Fremont General changed its name to Signature Group Holdings, Inc. GEORGE W PARK: Has Until September 10 to Use Creditors' Cash ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of South Carolina authorized George W. Park Seed Co., Inc., et al., to access the secured creditors' cash collateral for payment of operating expenses. Wells Fargo Bank, National Association, San Joaquin Horticulture, C. Raker and Sons, and Don Hachenberger assert or may assert a security interest and lien in assets of the Debtors. The secured creditors, other than Hachenberger, and the Creditors Committee consented to the extension of the cash collateral use until September 10, 2010. About George W. Park Based in Greenwood, South Carolina, George W. Park Seed Co. Inc., along with four affiliates, filed for Chapter 11 protection on April 2, 2010 (Bankr. D. S.C. Lead Case No. 10-02431). R. Geoffrey Levy, Esq., represents the Company in its restructuring effort. In its schedules, the Company disclosed $8.33 million in assets and $44.79 million in liabilities. GSI HOLDINGS: Moody's Gives Negative Outlook, Affirms 'B3' Rating ----------------------------------------------------------------- Moody's Investors Service has changed the rating outlook of GSI Holdings LLC to negative from stable and affirmed all ratings, including the B3 corporate family and probability of default. The negative rating outlook reflects elevated leverage for the rating level and risk of GSI's asset write-down/restructuring charge track record since 2007 continuing, which would prolong the elevated leverage. Without demonstration that GSI can achieve and sustain higher earnings, the ratings would likely be downgraded. The B3 corporate family rating affirmation reflects the company's very high leverage juxtaposed to a reasonably good farm equipment demand outlook and Moody's expectation that credit metrics should materially improve in 2011. The outlook for farm income, despite a soft economy, bodes well for grain storage and poultry/swine farming equipment orders, which should keep GSI's revenues well above 2009's $500 million mark. Management's renewed focus on core operations should provide a basis for better earnings/cash flow. The rating anticipates moderating credit metrics well before large debt maturities begin (the revolver expires in August 2013). Toward this end, the company has reportedly closed a costly, unprofitable manufacturing plant in Brazil during 2010. The B3 CFR anticipates that the magnitude of GSI's write-downs and restructuring costs will substantially diminish after the expected 2010 Brazil plant closure expenses. Also providing some offset to the very high leverage, GSI's B3 CFR benefits from an adequate liquidity profile. Liquidity profile adequacy reflects relatively low capital spending needs, limited near-term debt maturities, and relaxed first lien credit agreement terms. Specifically, GSI's credit agreement features a maximum first-lien net leverage test that adds-back write-downs and expected savings from restructuring to the EBITDA calculation. The B3 CFR anticipates that permitted EBITDA add-backs should help sustain near-term financial ratio covenant compliance. The ratings would likely be downgraded if debt to EBITDA remains above 7.0 times. Stabilization of the ratings would likely depend on the company achieving and sustaining leverage below 6.0 times with an adequate liquidity profile. Ratings: * Corporate family and probability of default, B3 * $50 million first lien revolver due 2013, B2, LGD 3, 35% * $305 million first lien term loan due 2014, B2, LGD 3, 35% Moody's last rating action on GSI occurred July 27, 2009 when the corporate family rating was downgraded to B3 from B2. GSI Holdings Corp. headquartered in Assumption, IL, is a manufacturer and supplier of agricultural equipment. The company's products include grain storage systems, and swine and poultry production equipment. Revenues in 2009 were over $500 million. HARRAH'S ENTERTAINMENT: Amends CMBS Loan Agreements --------------------------------------------------- Harrah's Entertainment Inc. had received the requisite consent of the lenders under the commercial mortgaged-back securities financing of: i) Harrah's Las Vegas Propco, LLC, Harrah's Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Harrah's Laughlin Propco, LLC, and Paris Las Vegas Propco, LLC, each a wholly owned indirect subsidiary of the the Company, to amend certain terms of the CMBS mortgage loan agreement, and ii) Harrah's Las Vegas Mezz 1, LLC, Harrah's Atlantic City Mezz 1, LLC, Rio Mezz 1, LLC, Flamingo Las Vegas Mezz 1, LLC, Harrah's Laughlin Mezz 1, LLC, and Paris Las Vegas Mezz 1, LLC, and certain of their direct and indirect parent companies named as borrowers therein, each a wholly owned indirect subsidiary of the Registrant, to amend certain terms of the CMBS mezzanine loan agreements with the Mezzanine Borrowers. On August 31, 2010, the definitive documentation for the amendment was executed, and the CMBS Refinancing Transactions were consummated and effective as of Sept. 1, 2010. A full-text copy of the regulatory filing is available for free at http://researcharchives.com/t/s?6acf About Harrah's Entertainment Las Vegas, Nevada-based Harrah's Entertainment, Inc. -- http://www.harrahs.com/-- through its wholly owned subsidiary, Harrah's Operating Company, Inc., operates nearly 40 casinos across the United States, primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the London Clubs International family of casinos and the World Series of Poker(R). Private equity firms Apollo Global Management and TPG Capital LP acquired Harrah's in January for $31 billion. Harrah's carries 'Caa3' corporate family and probability of default ratings, with "positive outlook", from Moody's Investors Service. It has 'B-' issuer credit ratings, with "stable" outlook, from Standard & Poor's. HARRISBURG, PA: Mulls Hiring Bankruptcy Counsel ----------------------------------------------- Dow Jones' DBR Small Cap reports that elected officials in Harrisburg, Pa., met Thursday evening to discuss hiring a bankruptcy adviser and handing over control of their troubled municipal authority to a receiver as fiscal problems in Pennsylvania's capital city mount. As reported by the Troubled Company Reporter on September 1, Harrisburg will skip $3.29 million in debt-service payments on general obligation debt from 1997 due Sept. 15. Ambac Assurance Corp., which insures the GO bonds, will meet payments to investors. Harrisburg is also struggling with $288 million of debt related to a failed incinerator revamp. DBR relates council vice president Patty Kim said she would create an ad-hoc committee to look into hiring a financial or legal adviser who could explore a municipal bankruptcy filing, which Mayor Linda Thompson opposes. "Bankruptcy isn't the scariest of the options out there," said Councilman Brad Koplinski. About Harrisburg, PA The city of Harrisburg is coping with debt related to a failed revamp of an incinerator. The outstanding principal on the Incinerator debt is $288 million. Total principal and interest on this debt would amount to approximately $458 million. Debt service payments on the total incinerator debt are $20 million per year. Of this total, Dauphin County, Pennsylvania, is responsible for roughly $10 million and Harrisburg is responsible for the other $10 million. The city is guarantor on 100% of the $288 million Incinerator debt. As reported by the Troubled Company Reporter on August 19, 2010, Harrisburg hired Scott Balice Strategies to help plot a financial recovery plan. HAWKINS CREEK: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Hawkins Creek Estates Development, LLC P.O. Box 213 Huntsville, UT 84317 Bankruptcy Case No.: 10-32170 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Joel T. Marker Debtor's Counsel: Anna W. Drake, Esq. ANNA W. DRAKE, P.C. 175 South Main Street, Suite 1250 Salt Lake City, UT 84111 Tel: (801) 328-9792 Fax: (801) 530-5955 E-mail: annadrake@att.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Keith B. Smith, managing member of Smith & More Properties, LC, Debtor's managing member. HOVNANIAN ENTERPRISES: Posts $73 Million Net Loss in July 31 Qtr. ----------------------------------------------------------------- Hovnanian Enterprises Inc. reported results for its third quarter and nine months ended July 31, 2010. For the third quarter ended July 31, 2010, the after-tax net loss was $72.9 million compared with a net loss of $168.9 million in the third quarter of fiscal 2009. The after-tax net income for the first nine months of 2010 was $134.7 million compared with a net loss of $465.9 million in the same period of the prior year. As a result of tax legislation changes, the after-tax net income for the first nine months of fiscal 2010 included a federal income tax benefit of $291.3 million. The Company's balance sheet at July 31, 2010, showed $1.91 billion in total assets, $2.12 billion in total liabilities, and a stockholders' deficit of $207.43 million. "We anticipated that our third quarter net contracts would decline as some sales were pulled forward into the second quarter due to the expiration of the $8,000 federal homebuyers' tax credit," commented Ara K. Hovnanian, Chairman of the Board, President and Chief Executive Officer. "Concurrent with the expiration of the tax credit, we saw consumer confidence take a step backward, as the lack of job creation, volatile stock market prices, the oil spill in the Gulf of Mexico and general concerns about the health of the economy moved to the forefront. These factors combined to produce slower than expected sales throughout our third quarter." "On the positive side, July sales were modestly better than June and we saw August sales improve even more significantly compared to June. However, we still did not reach the sales pace we saw in July and August of the prior year," continued Mr. Hovnanian. "While far from a normal sales pace, we are hopeful that the stronger selling environment will continue into September and October." "Long-term demographic trends of household formation point to housing starts eventually bouncing off of 60-year lows. Nevertheless, job creation is the key to a housing recovery, which makes it difficult to predict how improvements in the economy and housing market play out over the short term. However, we are confident that we are taking appropriate steps at the bottom of this housing cycle to replenish our land supply and optimize our cost structure so that we are well positioned to participate in the inevitable housing rebound," concluded Mr. Hovnanian. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?6ac8 About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. * * * Hovnanian has a 'CCC' issuer default rating from Fitch Ratings. In April 2010, Fitch said, "While Fitch expects somewhat better prospects for the housing industry this year, the Rating Outlook for HOV remains Negative given the challenges still facing the housing market, which are likely to meaningfully moderate the early stages of this recovery, and the company's still substantial debt position and high leverage." HUGHES TELEMATICS: To Provide Services for Insurer's Clients ------------------------------------------------------------ HUGHES Telematics Inc. executed on Aug. 30, 2010, an agreement with a large insurance company ("the Partner") to provide its in- Drive telematics services to certain customers of the Partner. Pursuant to the agreement, the Company will configure its telematics platform to support the program and provide its aftermarket hardware device to the Program Customers to enable the delivery of telematics services to the Partner and the Program Customers. In addition, the Company will be responsible for, among other things, certain website development to allow the Program Customers to access program information and maintenance and support of the hardware devices, including warranty. Pursuant to the agreement and subject to the Company's fulfillment of its obligations thereunder, the Company will receive minimum aggregate payments from the Partner of approximately $24.4 million over the next two years for, among other things, the configuration of the Company's telematics platform to support the program, development of the program website, the final testing and deployment of the hardware device, other program launch activities and the procurement by the Company of an agreed upon minimum number of hardware devices which the Company will provide to the Program Customers. The Company will receive approximately $5.5 million of such amounts by the end of 2010 and expects to receive an additional $15.0 million in 2011 and the remaining balance in 2012. In addition, the Company expects to receive recurring payments from the Program Customers subject to and in connection with their subscription to the offered telematics services. About HUGHES Telematics Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics services company that provides a suite of real-time voice and data communications services and applications for use in vehicles and is developing additional applications for use within and outside of the automotive industry. The Company's balance sheet as of June 30, 2010, showed $115.6 million in total assets, $136.6 million in total liabilities, and a stockholders' deficit of $21.0 million. As reported in the Troubled Company Reporter on March 19, 2010, PricewaterhouseCoopers LLP, in Atlanta, Ga., in its report on the Company's financial statements for the year ended December 31, 2009, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted of the Company's recurring losses from operations and limited capital resources. IRH VINTAGE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: IRH Vintage Park Partners, L.P. dba Vintage Park Apartment Homes 2000 Eagle Point Corporate Drive Birmingham, AL 35242 Bankruptcy Case No.: 10-37503 Chapter 11 Petition Date: September 2, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Edward L Rothberg, Esq. Melissa Anne Haselden, Esq. T. Josh Judd, Esq. HOOVER SLOVACEK, LLP 5847 San Felipe, Suite 2200 Houston, TX 77057 Tel: (713) 977-8686 Fax: (713) 977-5395 E-mail: rothberg@hooverslovacek.com Haselden@hooverslovacek.com judd@hooverslovacek.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by G.J. Noltes, vice president of Vintage Park Investments, LLC, sole member of VPI General Partner, LLC, its general partner. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Texscape Services -- $8,824 7070 West 43rd Street, Suite 204 Houston, TX 77092 Craven Carpet, Inc. -- $8,170 P.O. Box 801084 Houston, TX 77280 Hamilton-Steele Outdoor Accents -- $6,955 3415 Couch Street Houston, TX 77018 Direct Energy -- $6,668 Maintenance Supply Headquarters -- $4,209 Chero-Key Piping Co. -- $3,209 Celeritas Services, LLP -- $2,018 NAMCO Manufacturing -- $1,774 HD Supply Facilities Maintenance -- $1,771 Exer-Tech Inc. -- $1,755 Apartment Data Services -- $1,680 Umovefree -- $1,665 Keller Williams Realty -- $1,650 RentGrow, Inc. -- $1,605 Apartment Directions, Inc -- $1,590 FindIt Apartment Locators -- $1,545 A.S.A.P. Apartment Specialists -- $1,538 Katten Muchin Rosenman LLP -- $1,391 Cbeyond Online -- $1,144 GUARD Insurance Group -- $1,125 IRVINE SENSORS: Gets Waiver and Consent from Senior Lenders ----------------------------------------------------------- Irvine Sensors Corporation received on Aug. 18, 2010, a Waiver and Consent from its senior lender and Series A-2 preferred stockholder, Longview Fund, L.P., and one of its warrant holders, Alpha Capital Anstalt, pursuant to which Longview and Alpha consented to, and waived any breaches, defaults, events of default, cross-defaults or acceleration events in their agreements and instruments with the Company relating to, the potential delisting of the Company's common stock from The Nasdaq Capital Market. The Waiver and Consent will be void, however, if the Company's common stock does not become quoted on the OTC Bulletin Board within 30 days after it is delisted from The Nasdaq Capital Market, if the delisting occurs. There can be no assurance that the Company's securities will be quoted on the OTCBB within such a timeframe or at all, or that the Company will be able to maintain such a quotation. On Aug. 3, 2010, the Company issued an aggregate of 798,285 shares of common stock to an accredited institutional investor upon the investor's conversion of an aggregate of $102,380 of the stated value of the Company's Series A-1 10% Cumulative Convertible Preferred Stock. On that same date, the Company also issued an aggregate of 201,559 shares of common stock to the same accredited institutional investor upon such investor's conversion of an aggregate of $25,850 of the stated value of the Company's Series A-2 10% Cumulative Convertible Preferred Stock. On Aug. 19, 2010, the Company issued an aggregate of 1,350,000 shares, 1,440,000 shares and 1,440,000 shares of common stock to the same accredited institutional investor upon such investor's successive conversions of an aggregate of $173,137.50, $184,680 and $184,680, respectively, of the stated value of the Company's Series A-2 Stock. A full-text copy of the Waiver and Consent is available for free at http://ResearchArchives.com/t/s?6a0d About Irvine Sensors Irvine Sensors Corporation -- http://www.irvine-sensors.com/-- headquartered in Costa Mesa, California, is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating such products and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low- power analog and mixed-signal integrated circuits for diverse systems applications. Optex Systems, Inc., a Texas corporation and a wholly owned subsidiary of Irvine Sensors, on September 21, 2009, filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court in California. * * * The Company's balance sheet at June 27, 2010, showed $6.86 million in total assets and $14.73 million in total liabilities, and a stockholders' deficit of $7.86 million. ISRAEL AVENUE: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: Israel Avenue, LLC 114 Artzi Drive Thomasville, GA 31792 Bankruptcy Case No.: 10-71420 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Georgia (Valdosta) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: wjboyer_2000@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ SRP 2009-3, LLC $1,090,000 c/o Robert J. Solomon, Esq. 3675 Crestwood Pkwy, Suite 300 Duluth, GA 30096 The petition was signed by Israel Arzi. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Artzi Hotels, LLC 10-71417 09/03/10 Artzi One, LLC 10-_____ __/__/10 Artzi Residential, LLC 10-71421 09/03/10 JAMESTOWN LLC: U.S. Trustee and Fifth Third Want Case Dismissed --------------------------------------------------------------- The Office of the U.S. Trustee for Region 13 asks the U.S. Bankruptcy Court for the Western District of Missouri to dismiss the Chapter 11 case of Jamestown, LLC, or convert the case to one under Chapter 7 of the Bankruptcy Code. The U.S. Trustee explained that the Debtor failed to provide proof of insurance and failed to file the applications and amendments as requested. At the creditors' meeting, the Debtor's representative testified that Debtor did not have liability insurance on the real property. In a separate Court filing, secured creditor Fifth Third Bank asks for the dismissal of the Debtor's case for bad faith filing, or in the alternative, relief from the automatic stay to complete its foreclosure proceedings and exercise its contractual rights. Fifth Third also requests that the Court prevent the Debtor from commencing another proceeding under any chapter of the Bankruptcy Code for a period of six months. About Jamestown, LLC Springfield, Missouri-based Jamestown, LLC, filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. W.D. Mo. Case No. 10-61187). M. Brent Hendrix, Esq., who has an office in Springfield, Missouri, assists the Company in its restructuring effort. According to the schedules, the Company says that assets total $15,700,000 while debts total $8,471,000. JERSEY ISLAND: U.S. Trustee Unable to Form Creditors Committee -------------------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, notified the U.S. Bankruptcy Court for the District of Maryland that he was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Jersey Island Owner, LLC. The U.S. Trustee explained that there were insufficient indication of willingness from the unsecured creditors to serve in the Committee. Rockville, Maryland-based Jersey Island Owner, LLC, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Md. Case No. 10-22970). Bradford F. Englander, Esq., at Whiteford Taylor & Preston, L.L.P., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. JERSEY ISLAND: Taps Whiteford Taylor to Handle Reorganization Case ------------------------------------------------------------------ The Hon. Webdelin I. Lipp of the U.S. Bankruptcy Court for the District of Maryland authorized Jersey Island Owner, LLC, to employ Whiteford, Taylor & Preston, L.L.P, as Chapter 11 counsel. Bradford Englander, Esq., a partner of the firm of WT&P assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Englander can be reached at: Whiteford, Taylor & Preston L.L.P. 3190 Fairview Park Drive, Suite 300 Falls Church, VA 22042 About Jersey Island Owner, LLC Rockville, Maryland-based Jersey Island Owner, LLC, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Md. Case No. 10-22970). Bradford F. Englander, Esq., at Whiteford Taylor & Preston, L.L.P., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. JOHN PACE: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------- Joint Debtors: John Alfonso Pace Kim Lee Pace 203 Lake View Drive Anna Maria, FL 34216 Bankruptcy Case No.: 10-21551 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Melody D. Genson, Esq. MELODY D. GENSON, PA 2750 Ringling Boulevard, Suite 3 Sarasota, FL 34237 Tel: (941) 365-5870 Fax: (941) 365-5872 E-mail: melodydgenson@verizon.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Joint Debtors' 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-21551.pdf KNITNEY LINES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Knitney Lines, Inc. P.O. Box 350 Scranton, PA 18501 Bankruptcy Case No.: 10-07267 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Pennsylvania (Wilkes-Barre) Judge: John J. Thomas Debtor's Counsel: Mark J. Conway, Esq. 502 South Blakely Street Dunmore, PA 18512 Tel: (570) 343-5350 Fax: (570) 343-5377 E-mail: MJC@mjconwaylaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/pamb10-07267.pdf The petition was signed by Hurlow Rowlands, Jr. president. KWIK KAR: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Kwik Kar of Colleyville, LLC 4616 Colleyville Blvd. 4408 Irvin Simmons Drive, Dallas,TX 7522 Colleyville, TX 76034 Bankruptcy Case No.: 10-45796 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Scheduled Assets: $1,090,000 Scheduled Debts: $1,577,208 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb10-45796.pdf The petition was signed by Brent Stone, managing member. LATTICE INCORPORATED: Posts $59,000 Net Loss in June 30 Quarter --------------------------------------------------------------- Lattice Incorporated filed its quarterly report on Form 10-Q, reporting a net loss of $59,036 on $3.4 million of revenue for the three months ended June 30, 2010, compared with a net loss of $172,154 on $4.2 million of revenue for the same period of 2009. At June 30, 2010 the Company has a working capital deficiency of $1.1 million, as compared to a working capital deficiency of $1.3 million at December 31, 2009. The Company's balance sheet as of June 30, 2010, showed $10.1 million in total assets, $7.0 million in total liabilities, and stockholders' equity of $3.1 million. Acquavella, Chiarelli, Shuster, Berkower & Co., LLP, in Iselin, N.J., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company requires additional working capital to meet its current liabilities. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6ac6 Pennsauken, N.J.-based Lattice Incorporated (OTC Bulletin Board: LTTC) -- http://www.latticeincorporated.com/-- is a provider of advanced information and communications technology solutions to the government and commercial markets. LITTLE HANS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Little Hans Lollik Holdings, LLP c/o PRM Realty Group, LLC 118 N. Clinton St., Suite LL366 Chicao, IL, TX 60661 Bankruptcy Case No.: 10-36159 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Gerrit M. Pronske, Esq. PRONSKE & PATEL, P.C. 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 E-mail: gpronske@pronskepatel.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Peter R. Morris. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Bon Secour Partners, LLC 09-37580 11/03/09 PRS II, LLC 09-31436 03/06/09 PRM Realty Group, LLC 10-30241 01/06/10 PMP II, LLC 10-30252 01/07/10 Maluhia Development Group, LLC 10-30475 01/21/10 Maluhia One, LLC 10-30987 02/08/10 Maluhia Eight, LLC 10-30986 02/08/10 Maluhia Nine, LLC 10-30988 02/08/10 Long Bay Partners, LLC 10-35124 07/27/10 PRM Development, LLC 10-35547 08/06/10 Econometric Management, Inc 10-35551 08/06/10 LOCAL INSIGHT: A&M Pact Amended; Bonuses for 200 Employees Okayed ----------------------------------------------------------------- On August 23, 2010, the letter agreement dated as of September 17, 2009, by and between Alvarez & Marsal Private Equity Performance Improvement Group, LLC and Local Insight Media Holdings, Inc., the indirect parent of Local Insight Regatta Holdings, Inc., was amended. Under the A&M Letter Agreement, A&M has made available to Local Insight Media Holdings and its subsidiaries (including the Company): (i) Richard C. Jenkins to serve as Interim Chief Financial Officer and (ii) additional consulting personnel. Pursuant to the amendment to the A&M Letter Agreement: (i) the incentive fee payable to A&M under the A&M Letter Agreement has been eliminated and (ii) effective as of June 1, 2010, A&M's hourly rates were no longer discounted. Incentive Bonus The Compensation Committee of the Board of Directors of Local Insight Media Holdings approved on Aug. 18, 2010, the payment of an incentive bonus to approximately 200 employees of Local Insight Media Holdings and its subsidiaries. The total amount of the 2010 Incentive Bonus is $2,913,500, of which $635,000 represents the amount to be paid by the Company to its employees receiving 2010 Incentive Bonus payments. The named executive officers identified in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2009, will receive these cash bonus payments under the 2010 Incentive Bonus: Name 2010 Incentive Bonus Award ---- -------------------------- Douglas A. Myers $85,000 James S. Stirbis $70,000 Scott A. Pomeroy $275,000 Kevin J. Payne $65,000 John S. Fischer $120,000 In addition to this amount, on April 15, 2010, Mr. Payne received a $100,000 retention bonus payment pursuant to the terms of his employment term sheet. About Local Insight Headquartered in Englewood, Colorado, Local Insight Regatta Holdings -- http://www.localinsightregattaholdings.com/ -- is a publisher of print and online yellow page directories in the United States. * * * Local Insight Regatta carries 'CCC-' ratings from Standard & Poor's Services. In August 2010, when S&P lowered the ratings to 'CCC-' from 'CCC+', S&P said, "The rating downgrade reflects S&P's belief that the consolidated group of Local Insight Media companies will be challenged to service its current capital structure, given S&P's performance expectations, as well as covenant tightness and other liquidity pressures at various operating subsidiaries. S&P believes that credit measures of the consolidated group will continue to deteriorate over the near term at an accelerated pace, resulting in S&P's expectation for a deterioration of interest coverage to just over 1.0x by the end of 2010 and to 1.0x in 2011. LPATH INC: Board Names Daniel Petree as Chairman ------------------------------------------------ The Board of Directors of Lpath Inc. elected on Sept. 1, 2010, Daniel Petree as Chairman of the Board. About Lpath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. According to the Company's 2009 annual report on Form 10-K, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. M&V CO: Case Summary & Largest Unsecured Creditor ------------------------------------------------- Debtor: M&V & Co., Inc. dba Asian Groceries 809 Almadin San Antonio, TX 78258 Bankruptcy Case No.: 10-53386 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: Gershon D. Cohen, Esq. 1250 N. E. Loop 410, #234 San Antonio, TX 78207 Tel: (210) 748-8505 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank NA as trustee disputed guaranty $2,215,870 for FMAC Trust 2000A c/o Berkadia Three Ravinia Drive #300 Atlanta, GA 30346 The petition was signed by Amina Maliek, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- AMK Enterprises, LLC 10-52899 08/01/10 MANDY'S BBQ: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Mandy's BBQ Corp. Avenida Domenech 415 Piso 2 Local 5 Hato Rey, PR 00918 Bankruptcy Case No.: 10-08104 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Wigberto Lugo Mender, Esq. LUGO MENDER & CO. Centro Internacional De Mercado Carr 165 Torre 1, Suite 501 Guaynabo, PR 00968 Tel: (787) 707-0404 E-mail: wlugo@lugomender.com Scheduled Assets: $2,486,605 Scheduled Debts: $2,977,744 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-08104.pdf The petition was signed by Maria Teresa Juanes Teira, stockholder. MARION CLARO: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Marion Joyce Claro 1216 Gwynne Avenue Churchton, MD 20733 Bankruptcy Case No.: 10-30367 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Christopher Hamlin, Esq. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: chamlin@mhlawyers.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-30367.pdf MCDANIEL FAMILY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: McDaniel Family Holdings, LLC 6201 LeClerc Road Newport, WA 99156 Bankruptcy Case No.: 10-05110 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Judge: Patricia C. Williams Debtor's Counsel: Kevin O'Rourke, Esq. SOUTHWELL & O'ROURKE 421 W. Riverside Avenue, Suite 960 Spokane, WA 99201 Tel: (509) 624-0159 Fax: (509) 624-9231 E-mail: kevin@southwellorourke.com Scheduled Assets: $5,021,366 Scheduled Debts: $2,477,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Stanton McDaniel, authorized member/manager. MEXICANA AIRLINES: Banco Mercantil Opposes Ch. 15 Petition ---------------------------------------------------------- Banco Mercantil del Norte S.A. and several other creditors are seeking to block U.S. Bankruptcy Court approval of a motion by Mexicana Airlines for recognition of its insolvency case as foreign main proceeding. In court papers, Banco Mercantil has complained over a recent ruling handed down by the Mexican court which the bank perceives is contradictory to the August 18 order issued by U.S. Bankruptcy Judge Martin Glenn which exempts the bank from the preliminary injunction. The Mexican Court, which oversees the insolvency case of Mexicana Airlines, issued an ex parte order enjoining Banco Mercantil from enforcing its rights on two bank accounts where Mexicana Airlines' cash collateral is held. The ex parte order came just two days after Judge Glenn issued his August 18 order which exempts the bank from the injunction. Mexicana Airlines' new owners reportedly threatened to file criminal cases against Banco Mercantil in Mexico. Counsel for Banco Mercantil, Paul Hessler, Esq., at Linklaters LLP, in New York, -- paul.hessler@linklaters.com -- says Mexicana Airlines has been playing what he calls an "elaborate jurisdictional shell game" in which the company seeks a ruling in one jurisdiction only to later seek to overturn the very same ruling through its actions in another. "The result is a form of jurisdictional arbitrage by which Mexicana is gaming the system by seeking to obtain this [Bankruptcy Court's] recognition of its Mexican bankruptcy proceeding while avoiding the express requirements of the Bankruptcy Code," Mr. Hessler says in court papers. Banco Mercantil says it will oppose the recognition of Mexicana Airlines' insolvency case unless the Bankruptcy Court issues an order that gives the bank the same protection granted to creditors secured by cash collateral under U.S. bankruptcy laws, and prohibits Mexicana Airlines from taking any actions that would undermine the protections granted to creditors. The bank submitted declarations with the Bankruptcy Court in support of its objections. Mexicana Airlines, otherwise known as Compania Mexicana de Aviacion S.A. de C.V., owes Banco Mercantil as much as US$123.6 million under an April 17, 2008 credit agreement. The company's obligations under the agreement are secured by the bank accounts pledged in favor of Inter National Bank, the collateral agent. The motion for recognition also drew flak from RBS Aerospace Limited, The Greater Orlando Aviation Authority, The Port Authority of New York and New Jersey, and a consortium of airports and airport authorities represented by New York-based Edwards Angell Palmer & Dodge LLP. RBS says it does not oppose the recognition of the insolvency case but it objects to the proposed order on the motion to the extent it would give "extraterritorial effect" to the preventative measures laid out in the order previously issued by the Mexican court. The preventive measures included a stay of the enforcement of letters of credit securing the payment obligations of Mexicana Airlines under two aircraftlease agreements. RBS is "owner participant" in connection with those agreements. Meanwhile, The Greater Orlando Aviation Authority, The Port Authority of New York and New Jersey, and the consortium of airports and airport authorities have renewed their call for "adequate protection." They demand Mexicana Airlines to pay its outstanding obligations; maintain insurance policies; remit the passenger facility charges; protect the trust fund status of the PFCs, among other things. Other creditors and leasing companies that also filed formal objections are GE Capital Aviation Services Limited, EAST Trust- Sub 12, Wells Fargo Bank Northwest N.A., Marco Aircraft Leasing Limited, and AeroTurbine Inc. They ask the Bankruptcy Court to exempt them from the injunction that may be granted in its order granting recognition of Mexicana Airlines' insolvency case. The Bankruptcy Court will hold a hearing on September 8, 2010, at 11:00 a.m., to consider the motion. About Mexicana Airlines Compania Mexicana de Aviacion or Mexicana Airlines -- http://www.mexicana.com/-- is a privately held airline and a subsidiary of Nuevo Grupo Aeronautico. Founded in 1921, Mexicana is the oldest commercial carrier in North America. Charles Lindbergh piloted the first trip for Mexicana between Brownsville, Texas, and Mexico City. Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and Mexicana Inter S.A. de C.V. (Mexicana Link). Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's largest airline, filed for bankruptcy in the U.S. and Mexico on August 2, 2010. In the U.S., the company filed in the U.S. Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection (case no. 10-14182), and in Mexico, it filed for the equivalent of Chapter 11. Maru E. Johansen, foreign representative of Compania Mexicana, estimated in the Chapter 15 petition that the company has assets of US$500 million to US$1 billion and debts of more than US$1 billion. William C. Heuer, Esq., at Duane Morris LLP, serves as counsel to Ms. Johansen. Mexicana de Aviacion stated that despite its bankruptcy filing, it expects to continue to operate normally, and that such filings Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines Bankruptcy News. The newsletter tracks the chapter 11 proceedings and the ancillary proceedings undertaken by Compania Mexicana de Aviacion and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MEXICANA AIRLINES: City of Los Angeles Wants Protection ------------------------------------------------------- The City of Los Angeles asked U.S. Bankruptcy Judge Martin Glenn to grant the city the same protection that would be granted to airports providing services to Mexicana Airlines in case the bankruptcy judge amends his preliminary injunction order. The city, which operates the Los Angeles International Airport, made the request in light of the ongoing talks between Mexicana Airlines and a consortium of airports and airport authorities regarding terms that would provide adequate assurance of payment for the company's postpetition obligations. Judge Glenn would amend the preliminary injunction order if Mexicana Airlines and the group agreed on those terms. The preliminary injunction order, which bars creditors from taking legal actions against Mexicana Airlines, did not extend the "service provider protections" to airports. Judge Glenn, however, determined that the consortium is not "sufficiently protected," and directed Mexicana Airlines and the group to negotiate. About Mexicana Airlines Compania Mexicana de Aviacion or Mexicana Airlines -- http://www.mexicana.com/-- is a privately held airline and a subsidiary of Nuevo Grupo Aeronautico. Founded in 1921, Mexicana is the oldest commercial carrier in North America. Charles Lindbergh piloted the first trip for Mexicana between Brownsville, Texas, and Mexico City. Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and Mexicana Inter S.A. de C.V. (Mexicana Link). Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's largest airline, filed for bankruptcy in the U.S. and Mexico on August 2, 2010. In the U.S., the company filed in the U.S. Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection (case no. 10-14182), and in Mexico, it filed for the equivalent of Chapter 11. Maru E. Johansen, foreign representative of Compania Mexicana, estimated in the Chapter 15 petition that the company has assets of US$500 million to US$1 billion and debts of more than US$1 billion. William C. Heuer, Esq., at Duane Morris LLP, serves as counsel to Ms. Johansen. Mexicana de Aviacion stated that despite its bankruptcy filing, it expects to continue to operate normally, and that such filings Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines Bankruptcy News. The newsletter tracks the chapter 11 proceedings and the ancillary proceedings undertaken by Compania Mexicana de Aviacion and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MOVIE GALLERY: Parties File Objections to Disclosure Statement -------------------------------------------------------------- Patti Davidson, chief deputy treasurer for Pima County, Arizona, and the County of Henrico, Virginia, submitted oppositions to the Disclosure Statement explaining Movie Gallery Inc. and its units' Joint Plan of Reorganization dated July 13, 2010. Pima County is a creditor who has a claim for estimated business personal property taxes for 2010, and Henrico County has first priority secured tax claims. Pima County asserts that it is unable to discern from reading the Disclosure Statement whether its claim is an administrative claim or a Class 2 Miscellaneous Secured Claim. Ms. Davidson says that if Pima County's claim is included in either classes, then Pima County has no objection to the Disclosure Statement. However, if Pima County's claim is not in one of those classes, then Pima County objects because it cannot determine in which other class its claim falls. Meanwhile, Henrico County notes that it is not discernible from the Disclosure Statement how its claims will be paid with the local statutory four-percent interest. Accordingly, Henrico asks that any order approving the Disclosure Statement and Chapter 11 Plan expressly require compliance with the statutory mandates governing payment of Henrico's secured tax claims with interest. The United States Bankruptcy Court for the Eastern District of Virginia will convene a hearing on September 8, 2010, to consider the adequacy of the information contained in the Disclosure Statement. The Chapter 11 Plan Movie Gallery has filed a plan that provides for the continuation and completion of that liquidation process, and also provides some recovery for holders of unsecured claims against the Debtors, even though the claims of many of the Debtors' prepetition secured creditors will not be paid in full. The Plan also provides for the payment in full to holders of allowed administrative claims and priority claims and to other claimholders and the funding of two liquidating trusts, one for the benefit of secured creditors, and the other for unsecured creditors. The Plan further provides for: * the termination of all Interests in the Debtors, * the substantive consolidation of the Debtors, * the dissolution and wind-up of the affairs of the Debtors, * the payment of the Revolver Effective Date Cash on the effective date of the Plan, and * the transfer of $5 million in cash to a liquidating trust established for the benefit of the Debtors' general unsecured creditors on the Effective Date, and any remaining assets of the Debtors to a liquidating trust established for the benefit of certain of the Debtors' secured creditors, and distributions from the liquidating trusts. The Plan provides for substantive consolidation of the Debtors' assets and liabilities for voting and distribution purposes, pursuant to the Global Plan Settlement. The Plan is predicated upon the agreements entered into among the Debtors, the Official Committee of Unsecured Creditors, certain of the Prepetition Secured Parties, the Studios and Warner Home Video as set forth in a Term Sheet. In accordance with the Global Plan Settlement: (i) the Prepetition Secured Parties will (a) release their Liens upon the Creditor Funds upon the occurrence of the Effective Date, and (b) without prejudice to the rights Of certain parties-in-interest to object to Administrative Claims to the extent provided in the Plan, to consent to the payment of Allowed Administrative Claims incurred prior to the Effective Date; (ii) the Studios and Warner Home Video will waive or amend certain obligations owed to them by the Debtors pursuant the terms of various revenue sharing agreements, and to forbear from taking certain other actions; and (iii) the Committee will suspend and, subject to the Confirmation Order becoming a Final Order, terminate the Committee Investigation, as defined in, and subject to, the terms of the Term Sheet and the Cash Collateral Order. A full-text copy of the Liquidation Plan is available for free at http://bankrupt.com/misc/MG_LiquidationPlan.pdf About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Movie Gallery Inc. and its various affiliates (http://bankrupt.com/newsstand/or 215/945-7000). MOVIE GALLERY: Receives Approval to Sell Gaming Inventory --------------------------------------------------------- The U.S. Bankruptcy Court has authorized Movie Gallery Inc. and its units to sell games, gaming consoles and accessories in their distribution center in Nashville, Tennessee to Mazell Media Wholesale LLC and Game Trading Technologies, Inc., free and clear of all liens, claims, encumbrances and interests. COKeM International, Ltd., filed an objection, citing that it made a higher offer. However, COKeM's offer was ignored and its objection was overruled by the Court. The Debtors previously sold to COKeM International Ltd. approximately 600,000 new and used games and certain related gaming accessories, which is located at the Distribution Center, subject to competing bids. Since the sale to COKeM, additional inventory, including the Gaming Inventory, has been returned to the Distribution Center as a result of store closures and credit arrangements with various movie studios, Michael A. Condyles, Esq., at Kutak Rock LLP, in Richmond, Virginia, related. The Gaming Inventory consists of four lots: a. Lot 1 - Hardware: A variety of conditioned hardware decks and brands. b. Lot 2 - New Software: A variety of games for various hardware decks. c. Lot 3 - Defectives: Damaged, non-working, distressed product like broken accessories, damaged disks, non-working hardware units, damaged strategy guides, cables and other defective components. d. Lot 4 - used software accessories and novelties. Mr. Condyles said that after marketing the items comprising the Gaming Inventory to industry contacts and the Debtors' liquidating groups, the Debtors received bids for the Gaming Inventory, which resulted in offers from two different entities. He revealed that the highest bids for Lots 3 and 4 were received from Game Trading, specifically $285,000 for Lot 3 and $508,000 for Lot 4. The highest bids for Lots 1 and 2 were received from Mazell Media, specifically, $289,221 for Lot 1 and $230,622 for Lot 2. The final sales price for Lots 1, 2, 3, and 4 may be increased or decreased based on the final determination of units available for sale. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Movie Gallery Inc. and its various affiliates (http://bankrupt.com/newsstand/or 215/945-7000). MOVIE GALLERY: Wins Dec. 30 Extension for Solicitation Exclusivity ------------------------------------------------------------------ Movie Gallery, Inc., and its debtor affiliates received from Judge Douglas O. Tice Jr. of the U.S. Bankruptcy Court for the Eastern District of Virginia and extension of their exclusive periods to file a Chapter 11 plan through October 31, 2010, and to solicit acceptances of that Plan through December 30, 2010. The Debtors' time to file a Chapter 11 Plan is currently set to expire on July 31, 2010, and their deadline to solicit acceptances falls on September 30. Section 1121(c) of the Bankruptcy Code provides that if a debtor files a plan within the 120-day exclusive period, a debtor has an initial period of 180 days after the Petition Date to solicit and obtain creditor acceptances of the filed Chapter 11 Plan of Reorganization. Jeremy S. Williams, Esq., at Kutak Rock LLP in Richmond, Virginia, tells the Court that the Debtors have reached an agreement with their major stakeholders on the terms of a joint plan of liquidation, and in fact filed a plan consistent with the terms of that agreement on July 13, 2010. The Debtors anticipate a schedule that would permit the plan to be considered by the Court for confirmation during October of this year. Mr. Williams says the Debtors seek this extension because they anticipate that the current exclusive filing period will expire prior to the Court's consideration of the Disclosure Statement for their Plan, thereby presenting a risk of undue interference and disruption to the confirmation process and the consensual framework that has been struck in these cases. The size and complexity of the Debtors' Chapter 11 cases is another ground for the Debtors' request for an extension of their exclusivity period, Mr. Williams relates. As of the Petition Date, the Debtors' Chapter 11 Cases encompassed five debtors, almost 2,500 retail locations throughout the United States, more than 19,000 employees, and approximately three quarters of a billion dollars in prepetition liabilities -- the combination of which has given rise to a number of complex legal issues, he says. The decision of the Debtors, reached in consultation with representatives of the Prepetition Secured Parties, the Committee and representatives of certain of the Debtors' other major creditors to proceed with a liquidation has resulted in the need for the Debtors to shift their focus to the development and implementation of an orderly and efficient liquidation process and corresponding plan of liquidation, Mr. Williams explains. The Debtors have engaged in vigorous, arm's-length negotiations with the necessary and interested parties in the Chapter 11 cases to ensure that the Plan is consensual, and in the best interests of the estates. As of July 23, the Debtors have filed their Plan of Liquidation and they look forward to proceeding towards prompt confirmation of the Plan so as to minimize the administrative expenses of, and maximize recoveries from, the estate. The requested extension of the Exclusive Periods should provide adequate time for the Debtors to obtain confirmation of the Plan, Mr. Williams points out. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Movie Gallery Inc. and its various affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NETWORK COMMS: Elects Not To Make $9.4 Million Interest Payment --------------------------------------------------------------- Network Communications Inc. said, as a result of continued challenges in the markets that it serves, the lack of a rebound in revenue and the inability to secure a new revolving loan facility to replace the current commitment that expires in November 2010, Network Communications Inc. elected not to make the June 1, 2010 interest payment of approximately $9.4 million on its 10 3/4% Senior Notes due 2013. As a result of missing this payment, the Company's senior secured lenders accelerated all amounts outstanding under the Company's revolving and term loan credit agreements, which in turn triggered an event of default under the Senior Notes indenture and the senior subordinated credit agreement. The Company's total debt outstanding, excluding unamortized discounts, is approximately $296.0 million. The Company is unable to pay the outstanding debt if it is called. The Company and its parent, Gallarus Media Holdings, Inc., obtained an agreement from its secured lenders dated June 1, 2010, permitting it to have continued access to and use of its cash as it works with its stakeholders to restructure its balance sheet. The Agreement, as amended, was to expire August 31, 2010. On Aug. 31, 2010, the Company and its parent, Gallarus Media Holdings, Inc., entered into a fourth amendment to Agreement, dated August 31, 2010, by and among the Company, the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent under the Company's revolving credit agreement and under the Company's senior term loan agreement and as Collateral Agent for the lenders thereunder, and certain other parties thereto to amend the Agreement dated June 1, 2010 such that the definition of "Transaction Event" therein was changed from June 20, 2010 to September 30, 2010. All other terms remain the same. The Company expects to have sufficient cash on hand to fund normal course operations as restructuring negotiations progress. A full-text copy of the fourth amended agreement is available for free at http://ResearchArchives.com/t/s?6ac7 About Network Communications Lawrenceville, Ga.-based Network Communications, Inc., is a leading local media company providing lead generation, advertising and internet marketing services to the housing industry. The Company's leading brands are Apartment Finder, The Real Estate Book, DigitalSherpa, Unique Homes, New England Home and Atlanta Homes & Lifestyles. The Company's balance sheet at December 6, 2009, showed $362.4 million in total assets, $330.3 million in total liabilities, and stockholders' equity of $32.1 million. NEW MEDIA LOTTERY: Larry O'Donnell Raises Going Concern Doubt ------------------------------------------------------------- New Media Lottery Services, Inc., filed on September 2, 2010, its annual report on Form 10-K for the fiscal year ended April 30, 2010. Larry O'Donnell, CPA, PC, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company has a working capital deficiency of $4.05 million, has not yet achieved profitable operations, and has accumulated losses of $21.59 million. The Company reported a net loss of $5.55 million on $765,753 of revenue for fiscal 2010, compared to a net loss of $3.11 million on $1.12 million of revenue for fiscal 2009. The Company's balance sheet as of April 30, 2010, showed $1.43 million in total assets, $4.20 million in total liabilities, $2,000 in convertible redeemable preferred stock, and a stockholders' deficit of $2.77 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?6ab2 Harrisonburg, Va.-based New Media Lottery Services, Inc., through March 11, 2010, designed, built, implemented, managed, hosted and supported Internet and wireless device based lottery programs operated by governments and their licensees, such as charitable organizations, outside of the United States. On March 11, 2010, the Company, New Media Lottery Services plc (NM-PLC), New Media Lottery Services (International), Ltd., John Carson, a director and the chief executive officer of each entity, and Trafalgar Capital Specialized Investment Fund-FIS, lenders to the Company, entered into an agreement that resulted in a global restructuring of the Company. Under the Agreement, among other things, Trafalgar exercised its rights under a certain Share Pledge Agreement dated March 24, 2009, under which the Company pledged all of the shares it owned in NM-PLC to Trafalgar as security for amounts due under various loans made by Trafalgar to the Company. The Company's failure to pay sums owed by NM-PLC under a Guaranty Agreement made in favor of Trafalgar triggered a default under the Share Pledge Agreement, requiring the Company to convey the shares of NM-PLC to Trafalgar. Upon the consummation of the transactions among the parties to the Agreement, the Company no longer engages in any operations. The Company is currently seeking new lottery license opportunities outside of the business of its former subsidiaries. NEWPAGE CORP: Expects $90 Million EBITDA for 3rd Quarter 2010 ------------------------------------------------------------- NewPage Corporation said it is providing its current expectations, which are based on currently available information, which is subject to revision. Accordingly, the Company may report financial results that are materially different than its current expectations. The Company said, "We currently expect that Adjusted EBITDA for the third quarter of 2010 will be between approximately $90 million and $100 million, compared to $10 million for the second quarter of 2010 and $140 million for the third quarter of 2009. We currently expect that net loss attributable to the company for the third quarter of 2010 will be between approximately $(75) million and $85 million, compared to $174 million for the second quarter of 2010 and $138 million for the third quarter of 2009. "We currently expect that Adjusted EBITDA for the fourth quarter of 2010 will be between approximately $145 million and $165 million, compared to $88 million for the fourth quarter of 2009. We currently expect that net loss attributable to the company for the fourth quarter of 2010 will be between approximately $10 million and $35 million, compared to $55 million for the fourth quarter of 2009. We currently expect that our levels of sales volume and pricing for the fourth quarter of 2010 will be indicative of the quarterly sales volume and pricing levels in 2011 after consideration of seasonal factors. "EBITDA is defined as net income attributable to the company before interest expense, income taxes, depreciation or amortization. EBITDA and Adjusted EBITDA are not measures of our performance under accounting principles generally accepted in the United States, are not intended to represent net income attributable to the company, and should not be used as an alternative to net income attributable to the company as an indicator of performance. EBITDA and Adjusted EBITDA are shown because they are a basis upon which our management assesses our performance and are primary components of certain covenants under our revolving credit facility. The use of EBITDA and Adjusted EBITDA instead of net income attributable to the company has limitations as an analytic tool and you should not consider them in isolation or as a substitute for analysis of the company's results under U.S. GAAP," the Company said. About NewPage Corp. Headquartered in Miamisburg, Ohio, NewPage Corporation -- http://www.NewPageCorp.com/-- is a coated paper manufacturer in North America, based on production capacity, with $3.1 billion in net sales for the year ended December 31, 2009. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of approximately 4.4 million tons of paper, including approximately 3.2 million tons of coated paper, approximately 1.0 million tons of uncoated paper and approximately 200,000 tons of specialty paper. * * * NewPage carries a 'CCC-' long term foreign issuer credit rating and a 'CCC+' long term local issuer credit rating from Standard & Poor's. It has 'Caa1' long term corporate family and probability of default ratings from Moody's. NEXCEN BRANDS: Brian Lane Resigns as Chief Accounting Officer ------------------------------------------------------------- NexCen Brands Inc. said that in connection with the sale of substantially all of its assets to Global Franchise Group LLC, Brian Lane, the Company's Chief Accounting Officer, resigned, effective as of the close of business on Aug. 6, 2010. The Company no longer has a principal accounting officer. About NexCen Brands Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) -- http://www.nexcenbrands.com/-- was, prior to the completion of the sale of substantially all of the Company's assets (the "Asset Sale"), including its entire portfolio of franchised brands, to Global Franchise Group, LLC, on July 30, 2010, a strategic brand management company that owned and managed a portfolio of seven franchised brands, operating in a single business segment: Franchising. These brands included five QSR brands (Great American Cookies, Marble Slab Creamery, MaggieMoo's, Pretzel Time and Pretzelmaker) and two retail footwear and accessories brands (TAF and Shoebox New York). All seven franchised brands were managed by NexCen Franchise Management, Inc., a wholly owned subsidiary of NexCen. The Company's franchise network, across all of its brands, consisted of approximately 1,700 stores in 38 countries. NexCen's balance sheet at June 30, 2010, revealed $98.30 million in total assets, $150.05 million in total liabilities, and a stockholders' deficit of $51.75 million. On July 29, 2010, NexCen Brands Inc. closed the sale of its franchise businesses to Global Franchise Group, LLC, an affiliate of Levine Leichtman Capital Partners. Global acquired the subsidiaries of NexCen that own the franchise business assets for $112.5 million. NOAH'S ARK: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Noah's Ark Enterprise, Inc. P.O. Box 955 Anna Maria, FL 34216 Bankruptcy Case No.: 10-21537 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Don M. Stichter, Esq. STICHTER, RIEDEL, BLAIN & PROSSER 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: dstichter.ecf@srbp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John Pace, vice president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Canaan Valley Ranch Development, LLC 10-21538 09/03/10 NORD RESOURCES: Launches Bonus Program for Continued Viability -------------------------------------------------------------- Nord Resources Corporation said, on the recommendation of the Compensation Committee, the Board of Directors has approved the adoption by the Corporation of a bonus program to provide incentives to key employees to achieve these milestones, which are recognized by the Board of Directors as being critical to the continued viability of the Corporation as a going concern, namely: * the completion of the recapitalization of the Corporation; and * the completion of the construction and start-up, and the placement into operation of, the fifth leach pad planned for Johnson Camp Mine. Employees eligible to participate in the 2010/11 Bonus Program include, but are not limited to, Randy Davenport and Wayne Morrison, in their respective capacities as the Chief Executive Officer and the Chief Financial Officer of the Corporation. About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore on February 1, 2009. Nedbank, the Company's senior lender, has declined to extend the forbearance agreement with respect to the scheduled principal and interest payment in the approximate amount of $2,150,000 that was due on March 31, 2010 under the Company's $25,000,000 secured term-loan credit facility with Nedbank. Nedbank Capital has also declined to extend the forbearance agreement regarding the Company's failure to make the payment of $697,869 due on April 6, 2010 under the Copper Hedge Agreement between the parties. Both forbearance agreements expired at midnight on May 13, 2010. The Company is now in default of its obligations under the Credit Agreement and the Copper Hedge Agreement with Nedbank. On June 2, 2010, Nord Resources appointed FTI Consulting to advise on refinancing structures and strategic alternatives. NORTHBROOK DEV'T: Can Access Wells Fargo's Cash Until October 24 ---------------------------------------------------------------- The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized Northbrook Development Parcel Owner, LP, to use Wells Fargo Bank, N.A.'s cash collateral until October 24, 2010. The Court set a final hearing on the Debtor's further use of the cash collateral at 10:00 a.m. on October 4. As of the Petition Date, Wells Fargo asserts that the outstanding principal under the note and the loan agreement totaled $14,865,869 plus accrued interest of $152,994, accrued late fees of $2,816, appraisal fees of $3,8450, costs, and legal expenses. The Debtor would use the cash collateral to operate its real property located at 1150 Northbrook Drive, Northbrook Corporate Center, Trevose, Pennsylvania. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant Wells Fargo replacement liens on all personal and real property of the Debtor, and a superpriority administrative expense claim, subject to certain carve-out expenses. The Debtor is represented by: Bradford F. Englander, Esq. WHITEFORD TAYLOR & PRESTON, L.L.P. 3190 Fairview Park, Suite 300 Falls Church, VA 22042 Tel: (703) 280-9081 Fax: (703) 280-3370 E-mail: benglander@wtplaw.com About Northbrook Development Rockville, Maryland-based Northbrook Development Parcel Owner, LP, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Md. Case No. 10-22983). The Company disclosed $15,556,894 in assets and $16,171,421 in liabilities as of the Petition Date. The Company's affiliate, Jersey Island Owner, LLC, filed separate Chapter 11 petition on June 9, 2010 (Case No. 10-22970). NORTHBROOK DEV'T: U.S. Trustee Unable to Form Creditors Committee ----------------------------------------------------------------- W. Clarkson McDow, Jr., U.S. Trustee for Region 4, notified the U.S. Bankruptcy Court for the District of Maryland that he was not able to appoint an official committee of unsecured creditors in the Chapter 11 case of Northbrook Development Parcel Owner, LP. The U.S. Trustee explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. The U.S. Trustee said that it will appoint a committee upon the request of an adequate number of eligible unsecured creditors. About Northbrook Development Rockville, Maryland-based Northbrook Development Parcel Owner, LP, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Md. Case No. 10-22983). Bradford F. Englander, Esq., at Whiteford Taylor & Preston, L.L.P., assists the Company in its restructuring effort. The Company disclosed $15,556,894 in assets and $16,171,421 in liabilities as of the Petition Date. The Company's affiliate, Jersey Island Owner, LLC, filed separate Chapter 11 petition on June 9, 2010 (Case No. 10-22970). ODG CHRISTIANA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: ODG Christiana LLC 6321 W. Dempster Street, #205 Morton Grove, IL 60053 Bankruptcy Case No.: 10-39865 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: Jeffrey Strange, Esq. JEFFREY STRANGE & ASSOCIATES 717 Ridge Road Wilmette, IL 60091 Tel: (847) 256-7377 E-mail: jstrangelaw@aol.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Yale Schiff, manager. OLIVER MULLIS: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Oliver J. Mullis P.O. Box 5354 Macon, GA 31208 Bankruptcy Case No.: 10-52881 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: wjboyer_2000@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Debtor's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gamb10-52881.pdf OM GUM: Voluntary Chapter 11 Case Summary ----------------------------------------- Debtor: Om Gum Ganapati Inc. dba Rodeway Inn Gainesville 2103 North Interstate 35 Gainesville, TX 76240 Bankruptcy Case No.: 10-42968 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Arthur I. Ungerman, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Sheetal A. Patel, president. OMNICOMM SYSTEMS: Reports $216,000 Net Income in June 30 Quarter ---------------------------------------------------------------- OmniComm Systems, Inc., filed its quarterly report on Form 10-Q, reporting net income of $216,014 on $3.2 million of revenue for the three months ended June 30, 2010, compared with a net loss of $1.1 million on $1.8 million of revenue for the same period last year. The Company recorded a net unrealized gain on derivative liabilities (associated with the issuance of convertible debt during fiscal 2008 and 2009) of $2.4 million during the three month period ended June 30, 2010, compared with a net unrealized gain of $1.2 million during the three month period ended June 30, 2009. The Company experienced negative cash flows from operations of $341,878 during the six month period ended June 30, 2010. In addition, at June 30, 2010, the Company had an accumulated deficit of $57.2 million. The Company's balance sheet as of June 30, 2010, showed $3.5 million in total assets, $20.7 million in total liabilities, and a stockholders' deficit of $17.2 million. As reported in the Troubled Company Reporter on April 6, 2010, Greenberg & Company LLC, in Springfield, N.J., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has incurred losses and has a net capital deficiency. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6ab3 Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB) -- http://www.OmniComm.com/-- provides customer-driven Internet solutions to pharmaceutical, biotechnology, research and medical device organizations that conduct life changing clinical trial research. ONEUNITED BANK: Seeks to Close Lauderdale Lakes Branch ------------------------------------------------------ Beth Healy at the Boston Globe reports that OneUnited Bank has filed with state banking regulators to close its Lauderdale Lakes, Fla., branch, leaving it with only a Miami office in that state. Boston-based OneUnited, the nation's largest minority-owned lender, has been under scrutiny since the financial crisis for seeking political favors to obtain a $12 million federal bailout, according to the Boston Globe. The bank's application to close the branch said it cannot afford to operate the Lauderdale Lakes facility profitably "due to the low level of deposits and lack of growth over the last several years." OSWALDO ROBLES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Joint Debtors: Oswaldo E. Robles Kathryn Margaret Robles 10260 NW 52 St. Coral Springs, FL 33076 Bankruptcy Case No.: 10-36633 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Joel M. Aresty, Esq. JOEL M. ARESTY P.A. 13499 Biscayne Blvd #T-3 No. Miami, FL 33181 Tel: (305) 899-9876 Fax: (305) 723-7893 E-mail: aresty@mac.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of its largest unsecured creditors together with its petition. PACIFIC CAPITAL: DBRS Downgrades Tendered Subordinated Debt to 'D' ------------------------------------------------------------------ DBRS has downgraded the tendered subordinated debt securities of Pacific Capital Bancorp (PCBC or the Company) to "D" following the execution of its notes exchange offer. The default status for the exchanged and now-extinguished subordinated debt reflects DBRS's view that certain bondholders, which consented to the exchange offer, were paid out less than face value, which as discussed in DBRS's press release dated May 19, 2010, is considered a default per DBRS policy. All other ratings, including PCBC's Issuer & Senior Debt rating of CC, remain Under Review with Positive Implications. DBRS notes that PCBC closed the previously announced $500 million investment in the Company by SB Acquisition Company LLC, a wholly owned subsidiary of Ford Financial Fund, L.P. (Ford). As a result of the Ford investment, DBRS expects the Company to have enough capital to be considered "well capitalized" under traditional regulatory guidelines, but it remains unclear whether the regulatory metrics would meet or exceed the enhanced capital requirements mandated by the OCC. Overall, $68 million out of a $121 million aggregate principal amount in subordinated debt securities were tendered, while none of the outstanding trust preferred securities were tendered. DBRS viewed the tender offer as coercive and unequal (not receiving par) for bondholders, which is considered a default by DBRS policy. DBRS notes that the review will likely be concluded following the release of 3Q10 results. If the capital plan of converting the newly outstanding mandatorily convertible preferred stock into common equity goes as expected, there could be upward rating pressure depending on the extent that DBRS believes the newly augmented capital position will be able to provide sufficient loss protection given the substantial asset quality issues still facing the Company. Moreover, DBRS will look to the Company's ability to generate revenues and control expenses to provide sufficient and sustainable income before provisions and taxes. PEARLAND CORNERS: Case Summary & 10 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Pearland Corners II, LP dba PCII 3115 Dixie Farm Rd Pearland, TX 77584 Bankruptcy Case No.: 10-12514 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Frank B. Lyon, Esq. 6836 Austin Center Blvd., Suite 150 Austin, TX 78731 Tel: (512) 345-8964 Fax: (512) 345-4393 E-mail: frank@franklyon.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb10-12514.pdf The petition was signed by PCII, GP, LLC-J.Carlew & Faye Ausmus, managers. PEARLAND INVESTMENT: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Pearland Investment Partners, LLC 2100 NASA Parkway, Suite 201 Seabrook, TX 77586 Bankruptcy Case No.: 10-37545 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Kimberly Anne Bartley, Esq. WALDRON & SCHNEIDER, L.L.P. 15150 Middlebrook Drive Houston, TX 77058 Tel: (281) 488-4438 Fax: (281) 488-4597 E-mail: kbartley@ws-law.com Scheduled Assets: $383,320 Scheduled Debts: $881,414 The petition was signed by James D. Butcher, manager. Debtor's List of four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Community National Bank Owner $780,000 c/o Robert Wisner, Crain, Caton & James 17th Floor, 5 Houston Center 1401 McKinney Street Houston, TX 77010-4035 Hydrocarbon Technologies, Limited Business $95,000 c/o Brad Rapp Rapp Law Firm, PC 3050 Post Oak Boulevard, Suite 400 Houston, TX 77056 Brazoria County Appraisal Dist Taxes $3,346 500 N. Chenango Angleton, TX 77515 Alvin ISD Taxes $3,069 PETTERS GROUP: Creditor Loses Bid to Oust Bankruptcy Trustee ------------------------------------------------------------ Hedge fund Ritchie Special Credit Investments Ltd. has failed to undo the appointment of a bankruptcy trustee for affiliates of convicted Ponzi schemer Thomas J. Petters or win the right to intervene in a government seizure action against the fraud artist, Bankruptcy Law360 reports. Law360 says two separate panels of the U.S. Court of Appeals for the Eighth Circuit issued opinions Thursday affirming rulings by the U.S. District Court for the District of Minnesota. About Petters Group Worldwide LLC Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc., Petters Group Worldwide, LLC, and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Case No. 08-45257) on October 11, 2008. James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel. In its petition, Petters Company, Inc., estimated debts of between $500 million and $1 billion, while its parent, Petters Group Worldwide, LLC, estimated debts of not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on October 6, 2008 . Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. PHILIP ELIZONDO: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Philip W. Elizondo Denise M. Elizondo 911 Lilac Naperville, IL 60540 Bankruptcy Case No.: 10-39553 Chapter 11 Petition Date: September 2, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtors' Counsel: Paul M. Bach, Esq. LAW OFFICES OF PAUL M. BACH P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808 Fax: (847) 564-0985 E-mail: paul@bachoffices.com Scheduled Assets: $4,676,806 Scheduled Debts: $14,007,823 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-39553.pdf Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Lincoln Square Group, LLC 10-21466 05/11/10 PIERRE FOODS: Moody's Assigns 'B1' Rating to $835 Mil. First Loan ----------------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to the proposed $835 million first lien term loan due 2016 of Pierre Foods, Inc. The rating has been assigned subject to the completion of the proposed merger of Pierre, Advance Food Company, Inc., and Advance Brands, LLC, and the review of the executed loan documentation. Concurrent with this action, Moody's has confirmed Pierre's B2 corporate family rating and B2 probability of default rating thus concluding the review initiated on July 30, 2010. The rating outlook is stable. Assignments: Issuer: Pierre Foods, Inc. -- Proposed Senior Secured Bank Credit Facility, Assigned at B1 (LGD3, 44%) Outlook Actions: Issuer: Pierre Foods, Inc. -- Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: Pierre Foods, Inc. -- Probability of Default Rating, Confirmed at B2 -- Corporate Family Rating, Confirmed at B2 The rating on the existing $265 million term loan remains on review for possible downgrade. Upon successful completion of the merger and repayment of the term loan, the ratings will be confirmed at B2 and withdrawn. Ratings Rationale The B2 corporate family rating reflects the substantial increase in debt required to effect the merger and the introduction of integration risk associated with plans to reconfigure the manufacturing footprint, streamline purchasing operations and integrate the workforce. Further, as a producer of variety of prepared meats, Advance Pierre Foods will be exposed to beef, chicken, and other commodity pricing risks which have historically introduced volatility in each of the legacy businesses' operations. More positively, the merger will increase operating scale and is expected to add to both product and end-market diversification. Moody's anticipates that cross selling opportunities will bolster the new business pipeline providing new growth opportunities. While initial leverage will likely increase as a result of the merger, Moody's anticipates that recent business wins coupled with an ongoing focus on product profitability initiatives and expected synergy realizations should drive leverage down meaningfully over the next twelve months. The ratings could face positive pressure over the intermediate term if Pierre is successful in implementing its integration plan and reducing debt while remaining free cash flow positive. Moody's would expect debt-to-EBITDA to be sustainable around 4.0x prior to any ratings upgrade. Conversely, ratings could face negative pressure if commodity price increases exceed pricing actions over an extended period or the integration causes a disruption to Advance Pierre Foods operating performance that results in a weakened liquidity profile, margin compression and/or increased leverage. Leverage sustained above 6.0x would not be viewed as sustainable at the current rating level. The last rating action of Pierre was the July 30, 2010 placement of all ratings on review for possible downgrade. Advance Pierre Foods is a manufacturer of packaged sandwiches, breaksteak (Philly steaks), country fried steaks, and fully cooked burgers in U.S. serving foodservice, school, clubstore, C-store, vending, military and retail channels. PLATINUM ENERGY: Reports $2.4MM Net Income in June 30 Quarter ------------------------------------------------------------- Platinum Energy Resources, Inc., filed its quarterly report on Form 10-Q, reporting net income of $2.4 million on $8.6 million of revenue for the three months ended June 30, 2010, compared with a net loss of $6.9 million on $9.0 million of revenue for the same period of 2009. The Company has incurred significant losses, resulting in cumulative losses of $109.8 million through June 30, 2010. The Company's outstanding loan with the Bank of Texas originally matured on June 1, 2010. At June 30, 2010, the loan balance was approximately $9.5 million. On August 6, 2010, the Company paid $1 million of principal to the Bank of Texas and was granted an extension to the maturity date of the loan to September 1, 2010. The Company says its current cash on hand is not adequate to satisfy the Bank of Texas debt. The Company's balance sheet at June 30, 2010, showed $63.0 million in total assets, $32.2 million in total liabilities, and stockholders' equity of $30.8 million. As reported in the Troubled Company Reporter on July 7, 2010, GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has experienced significant losses since inception and is currently in default of its debt agreements. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6ac5 Houston, Tex.-based Platinum Energy Resources, Inc. (PGRI.PK) -- http://www.platenergy.com/-- is an oil and gas exploration and production company with approximately 37,000 acres under lease in relatively long-lived fields with well established production histories and is currently engaged in drilling, developing and exploiting these properties to provide long-term growth in stockholder value. The Company's properties are concentrated primarily in the Gulf Coast region in Texas, the Permian Basin in Texas and New Mexico and the Fort Worth Basin in Texas. PROFESSIONAL VETERINARY: Wants to Sell ProConn Assets to MicroBeef ------------------------------------------------------------------ Professional Veterinary Products, Ltd. and its units ask for authorization from the Hon. Timothy J. Mahoney of the U.S. Bankruptcy Court for the District of Nebraska to sell ProConn, LLC's assets, free and clear of all liens, claims and interests to MicroBeef Products, Ltd. The ProConn Assets sought to be sold are subject only to the lien of Wells Fargo Bank, N.A., and Wells Fargo has approved this transaction. Wells Fargo's liens will attach to the proceeds. The assets will be sold for approximately $127,000. A copy of the bill of sales and the list of assets to be sold is available for free at: http://bankrupt.com/misc/PROFESSIONAL_VETERINARY_billofsale.pdf The last day to object or resist the Debtors' request to sell the ProConn assets to MicroBeef is September 10, 2010. If an objection is filed, a hearing will be held on September 13, 2010, at 1:30 p.m. About Professional Veterinary Professional Veterinary Products Ltd. -- http://.pvpl.com/-- operates a veterinary supply company owned and managed by veterinarians. Includes company information, products, and an online tour. Professional Veterinary sought Chapter 11 protection from creditors on August 20 in Omaha, Nebraska (Bankr. D. Neb. Case No. 10-82436). Affiliates ProConn and Exact Logistics also filed for Chapter 11. The Company reported $89.79 million in total assets, $78.23 million in total liabilities, and $11.56 million in stockholders' equity at June 30, 2010. The Company has hired McGrath North Mullin & Kratz PC LLC, as bankruptcy counsel and Alliance Management as financial and restructuring advisors. PROVIDENCE SERVICE: S&P Gives Positive Outlook, Keeps 'B+' Rating ----------------------------------------------------------------- Despite state budgetary pressures, Tucson-based Providence Service Corp's. social services and nonemergency transportation business segments have generated better cash flows than S&P expected, contributing to debt repayment and an improved financial risk profile. The recent completion of the contract renewal cycle resulted in a net gain in value and extension of Medicaid funding, lessening the risk of a material contract loss. S&P is revising its rating outlook to positive from stable, and affirming its 'B+' corporate credit rating. The positive rating outlook reflects S&P's belief that Providence will continue demonstrating revenue growth from its expanding Medicaid population, which could help it maintain improved credit metrics. Standard & Poor's Ratings Services said that it revised its ratings outlook on Tucson-based health services provider Providence Service Corp. to positive from stable, reflecting S&P's belief that Providence will continue demonstrating revenue growth from its expanding Medicaid population, which could help it maintain improved credit metrics. "The rating on Providence reflects its weak business risk profile, related to its high dependence on Medicaid contracts with state and local agencies and its improving, but still significant level of financial risk," said Standard & Poor's credit analyst Tahira Wright. The company's leading position in a highly fragmented niche market and track record of contract retention only partially offset these risks. Despite Providence's position as a leading player in a niche industry providing home and community-based social services, foster care, nonemergency transportation service, and management of other not-for-profit organizations, it relies heavily on contracts associated with government agencies (about 80% of its total contract base). This reliance (11 payors are approximately 50% of total revenues) is a significant factor in S&P's evaluation of Providence's business risk profile: Many states have encountered budget constraints because of weak macroeconomic conditions. In particular, the Logisticare transport business (about 55% of total revenues), acquired in late 2007, caused a significant decline in performance in the second half of 2008 when weaker profitability raised S&P's concern about the company's ability to comply with its bank covenant compliance requirements. This business has since turned around and reported double-digit revenue growth for six consecutive quarters, now benefiting from improved utilization and cost management. While the overall company was successful in substantially renewing contracts for the 2010/2011 fiscal year, potential competition in its transport business (given low barriers to entry) may make securing new contracts harder. Providence recently was unsuccessful in renegotiating its Missouri contract; the new award is being protested by management. While better rates, increased volume, and the newly added Arkansas contract should mitigate any meaningful loss, the success of this business will continue to rely on renewing and establishing new contracts. Q2 GOLD: Intends to Wind Up its Affairs --------------------------------------- Q2 Gold Resources Inc. disclosed on September 2 its intention to cease reporting and to wind up its affairs. Q2 Gold was originally created in 2007, when Corriente Resources Inc. completed a spin-off of its Piedra Liza and Caya 36 gold exploration concessions in Ecuador to the Company in an arrangement transaction that closed on June 15, 2007. Corriente was at that time focused on the development of the Corriente Copper Belt, and saw potential for the separate development of the Piedra Liza and Caya 36 concessions, which are proximate to the Fruta del Norte gold deposit and the Nambija gold skarns, as part of a larger gold play. The Company's primary strategy was to gain market momentum from potential news anticipated from the development work that was expected to be carried out by Aurelian/Kinross on the Fruta del Norte deposit in 2008 and 2009, and on that basis to raise sufficient equity financing to support an exploration program. That strategy was interrupted by the imposition by the government of Ecuador in April 2008 of a suspension of all mining-related activities in Ecuador, followed later that year by the global recession. As part of the spin-off transaction and to assist Q2 Gold with its business objectives, Corriente originally agreed to lend Q2 Gold up to $750,000, including accrued interest, in instalments under a convertible loan facility secured against all of the assets of the Company. By amendments dated September 25, 2008 and December 3, 2009, the maximum amount of the loan was increased to $1,500,000 and the maturity date extended to December 31, 2010. At any time prior to maturity, Corriente can require the Company to convert the outstanding balance, including accrued interest, into common shares of Q2 Gold at a conversion price of $0.10 per share. As at June 1, 2010, the Company reached the maximum facility amount of $1,500,000; accordingly, monthly interest payments since that date are required to be made by the Company from cash on hand. If the total amount of the loan were converted to shares today, Corriente would own approximately 38% of the Company's outstanding shares. The combination of the above-noted events and their timing, the extremely early-stage nature of the Company's concessions, the country risks inherent in Ecuador and the significance of the convertible loan held by Corriente has made obtaining any new third-party financing for the Company a virtual impossibility. On May 31, 2010, Corriente was acquired pursuant to a take-over bid by a joint venture of two Chinese state-owned companies. To that date, the Company's directors and officers were those of Corriente, except that Q2 Gold had one additional director who was independent of both Q2 Gold and Corriente. Concurrent with the take-over, all of the directors of Corriente resigned and the employment of all of the officers of Corriente was terminated. Effective June 1, 2010, all of the Company's directors and officers were independent of Corriente. Q2 Gold's board and management have pursued all reasonable avenues, including the potential for additional interim financing by Corriente, new equity financing, a sale or joint venture of the properties, or a write-down of the Corriente debt, in an effort to improve the Company's financial situation. None of those discussions has led to a solution to our ongoing capital requirements, and given the circumstances, the board of directors has concluded that the Company has no realistic prospects for financing. With realization by Corriente on its security in the next few months apparently inevitable, the Company's board is of the view that it would be pointless to continue to pay monthly interest payments due on the convertible loan or to incur additional expenses for rent, administrative services, and the calling and holding of an annual meeting this fall. The decision was taken not to pay the monthly interest payment that was due on August 31, with the result that the Company is now in default under the loan. The board is also of the view that there is nothing to be gained for the Company or its shareholders or creditors from a formal winding-up process, and that it would not be prudent to incur needless expense in that regard. The Company has paid its trade creditors in full and has no liabilities other than the debt to Corriente. It assumes that Corriente will take steps to enforce its security over all of the company's remaining assets, being its interest in the Piedra Liza and Caya 36 concessions and its cash on hand. Accordingly, the Company intends to stop filing continuous disclosure documents and annual reports with the securities and corporate regulators, as a result of which, in due course, the shares of the Company will be made subject to a cease-trade order and the Company struck from the British Columbia Register of Companies ("BC Register"). At the close of the Arrangement, the adjusted cost base ("ACB") attributed to the shares of the Company that were distributed to Corriente's shareholders was $C0.0039 per share. The Company expects that once the Company has been struck from the BC Register, its shares will have no value. Shareholders should consult their financial or tax advisors. On July 28, 2010, the Company received the resignation of Richard Clark as a director. The officers of the Company and all of its remaining directors have resigned from the Company, effective at the close of business September 2. QL2 SOFTWARE: Completes Plan of Reorganization ---------------------------------------------- Hale Global and QL2 Software, Inc., have completed the plan of reorganization previously approved by the bankruptcy court. The reorganized company is named QL2 Software, LLC. The plan of reorganization pays allowed creditor claims in full, with consideration for equity holders and exit financing to support the growth of QL2. "After six months of work, we are extremely excited to complete QL2's reorganization," said Charles Hale, President of Hale Global. "With Hale Global's backing, and the skills of its veteran executive team going forward, QL2 will continue to build on its pioneering leadership in the real-time competitive data market, while keeping customer satisfaction our number one operational priority." "QL2 is extremely excited about our future," said Paul Campbell, Senior Vice President of Field Operations. "We have emerged in a strong position to continue the market-leading, innovative data services that our customers worldwide rely on to run their businesses." "On behalf of the committee, we are pleased that allowed creditor claims have been paid in full, with interest," said Larry Ream of Bullivant Houser Bailey, counsel to the official committee of unsecured creditors. "Hale Global proved a reliable and experienced equity sponsor, and the creditors look forward to working with the reorganized QL2 in the future." About QL2 Software QL2 is the industry leader in providing services and technology for near real-time pricing and product data from unstructured sources such as the Web. With over 200 customers across more than 35 countries, "QL2data" drives better business decisions and increased revenue. QL2's customers include 7 of the top 10 global airlines, 5 of the top global online travel agencies, and Global 100 energy, car rental, retail, pharmaceutical and life science companies. QL2 Software, Inc., on January 12 said it is voluntarily restructuring its debt obligations under the protection of Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in Seattle. About Hale Global Hale Global -- http://www.haleglobal.com/-- is a technology holding company with offices in Boston and New York. Hale Global partners with leading companies and their management teams to invest in and manage businesses facing operational or strategic inflection points. QUALITY COMPONENTS: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Quality Components of Tampa Bay, LLC aka Quality Components 1703 Needles Lane E. Largo, FL 33771 Bankruptcy Case No.: 10-21429 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $243,198 Scheduled Debts: $3,141,695 A list of the Company's 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-21429.pdf The petition was signed by Ivan B. Dotzinski, managing member. QVC INC: Refinancing Won't Affect Moody's 'Ba2' Ratings ------------------------------------------------------- Moody's Investors Service said QVC, Inc.'s refinancing of its credit facilities does not affect the company's Ba2 Corporate Family Rating, Ba3 Probability of Default Rating, Ba2 senior secured bond ratings, or stable rating outlook or the ratings and current review for downgrade of QVC's parent company, Liberty Media LLC. In connection with the refinancing, QVC's existing credit facilities were repaid and Moody's updated the loss given default point estimates on QVC's bonds to reflect a change in the collateral package. For further information, please see www.moodys.com. LGD Updates: Issuer: QVC, Inc. -- Senior Secured Bonds, Changed to LGD3 - 37% from LGD3 - 35% (no change to Ba2 rating) Moody's last action on QVC was on March 17, 2010, when it assigned a Ba2 rating to QVC's notes maturing in 2017 and 2020. QVC, headquartered in West Chester, Pennsylvania, is one of the largest multimedia retailers in the world primarily targeting female shoppers with a mix of beauty, fashion, jewelry and home products. QVC was founded in 1986 and has operations in the U.S., United Kingdom, Germany and Japan with plans to expand into Italy in 2010. The company is a wholly owned subsidiary of Liberty and attributed to the Liberty Interactive tracking stock. Revenue was approximately $7.6 billion for the LTM ended June 30, 2010. QWEST COMMS: Shareholders Okay Proposed Merger With CenturyLink --------------------------------------------------------------- CenturyLink Inc. and Qwest Communications International Inc. announced that shareholders of both companies overwhelmingly approved all proposals related to the merger between CenturyLink and Qwest. At a special meeting of CenturyLink's shareholders held today in Monroe, more than 97 percent of the votes cast supported the proposal to issue CenturyLink common stock to Qwest shareholders in connection with the proposed merger. Approximately 97 percent of the votes cast -- representing nearly 79 percent of Qwest's shares outstanding -- voted to adopt the merger agreement at Qwest's special shareholder meeting held today in Denver. "Shareholder approval is another significant milestone in the merger approval process," said Glen F. Post, III, chief executive officer and president of CenturyLink. "I want to thank the shareholders of both companies for their notable support of the CenturyLink and Qwest combination. This is a transformative transaction that enables CenturyLink to be well-positioned both nationally and locally as a leader in providing broadband and next-generation communications services in urban and rural America." "Qwest shareholders' support of the merger with CenturyLink demonstrates the value of combining the two companies," said Edward A. Mueller, Qwest chairman and chief executive officer. "Together, we will be stronger both financially and operationally, which will benefit customers, shareholders and the communities in which we operate. Qwest shareholders will benefit from an increased dividend and will be able to participate in the upside potential of the combined company through ownership in CenturyLink stock." In addition to approvals by CenturyLink and Qwest shareholders, the companies have received clearance from the U.S. Department of Justice and approval from seven state regulatory utility commissions. Reviews continue in 14 other states and the District of Columbia and at the Federal Communications Commission. The companies expect to complete the merger in the first half of 2011. Upon completion of the transaction, Qwest will become a wholly owned subsidiary of CenturyLink, and each share of Qwest stock will be converted into 0.1664 shares of CenturyLink common stock. CenturyLink plans to continue its current annual dividend of $2.90 per share, subject to Board approval. CenturyLink shareholders will own approximately 50.5 percent and Qwest shareholders will own about 49.5 percent of the combined company. Upon close, the combined company will be headquartered in Monroe, and will maintain a key operational presence in Denver. Together, the companies employ approximately 49,000 people nationwide. As of June 30, 2010, CenturyLink and Qwest served approximately 5.2 million broadband customers, 16.2 million access lines, 1.5 million video subscribers and nearly one million wireless customers in 37 states. The combination results in a robust, national 180,000 route mile fiber network, which enables delivery of a diverse mix of offerings and increased scale. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95 percent of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. Qwest carries a 'Ba1' corporate family and probability of default ratings from Moody's and has 'BB' issuer credit ratings from Standard & Poor's. "Our high debt levels pose risks to our viability and may make us more vulnerable to adverse economic and competitive conditions, as well as other adverse developments," the Company said in its Form 10-K for the year ended Dec. 31, 2009. At Dec. 31, the Company's consolidated debt was approximately $14.2 billion. Approximately $5.8 billion of its debt obligations come due over the next three years. This amount includes $1.265 billion of our 3.50% Convertible Senior Notes due 2025, which it may elect to redeem at any time on or after November 20, 2010 and holders may require the Company to repurchase for cash on November 15, 2010. The Company's balance sheet at June 30, 2010, showed $18.95 billion in total assets, $20.20 billion in total liabilities, and a stockholders' deficit of $1.24 billion. RANDALL KLOKE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Randall C. Kloke 3145 Brandau Rd. Hermitage, TN 37076 Bankruptcy Case No.: 10-09480 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Keith M Lundin Debtor's Counsel: Elliott Warner Jones, Esq. 1600 Division Street, Suite 675 Nashville, TN 37203 Tel: (615) 916-5264 E-mail: elliott@elliottwarnerjones.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnmb10-09480.pdf Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- 115 Duluth, LLC 09-05022 05/01/09 Nustone Distributing, Inc. 09-05647 05/19/09 RCLC INC: Court Extends Filing of Schedules Until Sept. 17 ---------------------------------------------------------- The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey extended, at the behest of RCLC, Inc., et al., the deadline for the filing of schedules of assets and liabilities, executory contracts and unexpired leases, lists of equity security holders, statement of financial affairs and other documents until September 17, 2010, or for 30 days. The schedules were initially due on September 1, 2010. The Debtors weren't able to complete the schedules at that time because the Debtors and their professionals were required to focus on numerous tasks relating to and in preparation for the filing of the Debtors' Chapter 11 cases, including: (a) reviewing voluminous loan and other corporate documents; (b) analyzing the Debtors' cash flow projections and negotiating a postpetition financing facility from Wells Fargo, N.A.; (c) negotiating a letter of intent, and drafting asset purchase agreement, for the Sale of assets and responding to due diligence requests; (d) preparing the Debtors' petitions and other first day motions; (e) responding to inquiries of the Debtors' board of directors, executives and key employees; (f) addressing issues relating to the Debtors' various financial obligations; and (g) maintaining and supporting the Debtors' normal administrative operations. About RCLC, Inc. RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge, New Jersey, historically, has been engaged principally in these businesses -- Consumer Products; and Aviation-Fixed Wing and Helicopter Services. Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter 11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10- 35315). The Debtor estimated its assets at $10 million to $50 million and its debts at $1 million to $10 million. Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed separate Chapter 11 petitions on August 17, 2010, each estimating their assets at $1 million to $10 million and debts at $1 million to $10 million. The cases, along with RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the lead case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assists the Debtors their restructuring effort. The Company's foreign subsidiary, RCC, Inc., formerly known as Ronson Corporation of Canada Ltd. is not included in the filing. RCLC INC: DIP Financing Gets Interim Nod; Committee Objects ----------------------------------------------------------- RCLC, Inc., et al., sought and obtained interim authorization from the Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey to obtain postpetition secured financing from WELLS Fargo Bank, National Association, acting through its Wells Fargo Capital Finance. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/RCLC_dipfinancingpact.pdf The DIP lenders committed to provide up to an aggregate principal amount of $2,700,000 at any time outstanding, plus the accommodation over-advance of up to $2,450,000. The Debtors need the DIP financing to fund their Chapter 11 cases, pay suppliers and other parties. The DIP facility will mature on October 1, 2010. The DIP facility will incur these interests per annum: (i) revolving advances evidenced by the revolving note, an annual interest rate equal to the sum of the Prime Rate plus 3.50%; and (ii) with respect to the accommodation overadvance, an annual interest rate equal to the sum of the Prime Rate plus 8.00%. In the event of default, the Debtors will pay an additional 3% default interest per annum. The Debtors are required to pay a host of fees to Wells Fargo, which include: (a) $10,000 origination fee; (b) .25% per annum unused line fee, or the maximum line amount reduced by outstanding revolving advances; (c) $1,000 collateral monitoring fee per month; (d) collateral exam fees of $950 per day per collateral Examiner, together with any reasonable related out-of- pocket costs and expenses incurred by the Lender; (e) $100 monthly collateral monitoring service fees; (f) $500 overadvance fees; and (g) other fees and charges. For all of the DIP obligations, the Lender is granted an allowed superpriority administrative expense claim. As security for the DIP obligations, the Lender will be granted a valid, perfected, priming, first-priority senior security interest in and liens on all of the Debtors' now owned and hereafter acquired, created or arising Collateral. The ability of the Debtors to use the Wells Fargo's cash collateral and the agreement by the Lender to make the postpetition financing available to the Debtors will continue until the earliest of (i) the entry of the Final Order, (ii) September 2, 2010, if the Final Order has not been entered by that date, (iii) October 1, 2010, which may be extended solely at the option of the Lender in writing, without the need for any further Court approval or as otherwise set forth in the DIP loan documents, or (iv) the occurrence of an event of default under the DIP loan documents. Committee Objects to DIP Financing The Official Committee of Unsecured Creditors of the Debtors has objected to the Debtors' request to obtain postpetition financing, saying that it is unclear whether the Debtors truly need the postpetition financing, as opposed to simply using cash collateral. "What is clear to the Committee is that (i) the postpetition financing provides the Debtors with very limited funds, (ii) it comes at an exorbitant 'cost of money', (iii) it provides a package of benefits to Wells Fargo that has no rational economic basis and is overreaching, and (iv) Wells Fargo is the only beneficiary of the postpetition financing," the Committee said. The Committee has objected to certain terms and conditions of the proposed DIP facility that appear to expand Wells Fargo's collateral base, provide for the roll-up of Wells Fargo's debt, grant unwarranted adequate protection to the Lender, and otherwise alter the level playing field that should exist in Chapter 11. The Committee stated, "Many of the terms of the DIP Facility, the DIP Agreement, and the interim financing order are inappropriate under the (U.S.) Bankruptcy Code and applicable law and, if continued in a final order granting the DIP motion, will unduly prejudice the rights and interests of the Debtors' estates and unsecured creditors." The Committee is represented by Lowenstein Sandler PC. About RCLC Inc. RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge, New Jersey, historically, has been engaged principally in these businesses -- Consumer Products; and Aviation-Fixed Wing and Helicopter Services. Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter 11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10- 35315). The Debtor estimated its assets at $10 million to $50 million and its debts at $1 million to $10 million. Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed separate Chapter 11 petitions on August 17, 2010, each estimating their assets at $1 million to $10 million and debts at $1 million to $10 million. The cases, along with RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the lead case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assists the Debtors their restructuring effort. The Company's foreign subsidiary, RCC, Inc., formerly known as Ronson Corporation of Canada Ltd. is not included in the filing. RCLC INC: U.S. Trustee Appoints 5 Members to Creditors Panel ------------------------------------------------------------ Roberta A. DeAngelis, the U.S. Trustee for Region 3, appoints five members to the Official Committee of Unsecured Creditors in RCLC, Inc, et al.'s Chapter 11 cases. The Committee members include: 1) Ken Miller, Chairperson Graham Packaging Plastics Products, Inc. 2401 Pleasant Valley Road York, PA 17402 Tel: (717)-849-1823 Fax: (717) 505-5122 2) Huajun Shen Ningbo Jiawei Electron Co., Ltd. Ditang, Yuyao Ningbo, China Tel: (86) 574-62244350 Fax: (86) 574-62240528 3) Kenneth DeGraw Withum Smith & Brown, PC 3040 Route 22 West Somerville, NJ 08876 Tel: (908) 526-6363 Fax: (908) 526-9944 4) Suzanne M. Klar, Esq. PSE&G 80 Park Place, T5-D Newark, NJ 07102 Tel: (973) 430-6483 Fax: (973) 645-1103 5) Alan J. Giannone Village Catering 9228 Ashton Road Philadelphia, PA 19114 Tel: (215) 638-1117 Fax: (215) 698-9130 RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge, New Jersey, historically, has been engaged principally in these businesses -- Consumer Products; and Aviation-Fixed Wing and Helicopter Services. Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter 11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10- 35315). The Debtor estimated its assets at $10 million to $50 million and its debts at $1 million to $10 million. Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed separate Chapter 11 petitions on August 17, 2010, each estimating their assets at $1 million to $10 million and debts at $1 million to $10 million. The cases, along with RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the lead case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assists the Debtors their restructuring effort. The Company's foreign subsidiary, RCC, Inc., formerly known as Ronson Corporation of Canada Ltd. is not included in the filing. REDDY ICE: Two Officers Set Rule 10b5-1 Trading Plans ----------------------------------------------------- Reddy Ice Holdings Inc. said that certain officers of the Company including Paul D. Smith, the Company's Executive Vice President and Chief Operating Officer, and Angela S. Wallander, the Company's Executive Vice President and Chief Administrative Officer, have established pre-arranged personal stock trading plans, in each case to purchase shares of the Company's common stock. The plans are intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which enables securities holders to adopt pre-arranged stock trading plans for the purchase or sale of predetermined amounts of securities on a non-discretionary basis. Mr. Smith's trading plan will expire in September 2011 and Ms. Wallander's trading plan will expire in June 2011. Purchases of shares pursuant to the stock trading plans will be reported through Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not report stock trading plans by other company officers or directors, or modifications, transactions or other activities under any previously announced plan. About Reddy Ice Reddy Ice Holdings, Inc. -- http://www.reddyice.com/-- manufactures and distributes packaged ice in the United States. The company serves variety of customers in 31 states and the District of Columbia under the Reddy Ice brand name. * * * Reddy Ice carries 'B-' issuer credit ratings, with "negative" outlook, from Standard & Poor's, and 'B2' corporate family and probability default ratings, with "negative" outlook, from Moody's. Moody's Investors Service lowered Reddy Ice Holdings, Inc.'s (the entity that wholly owns Reddy Ice Corporation) corporate family and probability-of-default ratings to B3 from B2, and its $12 million senior discount notes due 2012 to Caa2 from Caa1. Moody's also lowered the rating on Reddy Ice Corporations' $300 million first lien senior secured notes due 2015 to B2 from B1 and the $139 million second lien notes due 2015 to Caa2 from Caa1. The ratings outlook remains negative. The speculative grade liquidity rating was affirmed at SGL-3. RESTINN DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Restinn Development, LLC P.O. Box 21500 Chattanooga, TN 37424 Bankruptcy Case No.: 10-15238 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Shelley D. Rucker Debtor's Counsel: Brent James, Esq. HARISS HARTMANN LAW FIRM PC P.O. Drawer 220 Rossville, GA 30741 Tel: (706) 861-0203 Fax: (706) 861-6838 E-mail: bkcourts@harrisshartman.com Scheduled Assets: $4,151,000 Scheduled Debts: $2,960,445 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tneb10-15238.pdf The petition was signed by William R. Resides and James J. Stinnett, members. REVLON CONSUMER: Changing 401(K) Plan Record Keeper Oct. 1 ---------------------------------------------------------- Revlon Consumer Products Corporation said it will be transitioning the record keeper of its qualified defined contribution 401(k) plan in the ordinary course of business and, while accounts are being transitioned, as is standard administrative procedure, a blackout on account activity will be imposed, including investments into or out of the plan investment fund option which holds Revlon, Inc. Class A common stock, par value $0.01 per share. The Company has furnished the required notice to participants in the Revlon Employees' Savings, Investment and Profit Sharing Plan, the Company's qualified defined contribution 401(k) plan, informing them that the Plan is changing its record keeper effective as of Oct. 1, 2010. The notice advised that, as a result of these changes, and as is customary with record keeper transitions, during a period starting at 4:00 p.m. Eastern time on Sept. 17, 2010, Plan participants will be unable to request paperwork from the Plan's record keeper to obtain a loan, withdrawal or distribution from the Plan, and during a period starting at 4:00 p.m. Eastern time on Sept. 23, 2010, Plan participants will be unable to direct or diversify investments in their individual accounts. The temporary blackout period is expected to end during the week of Oct. 10, 2010. The notice indicated that such restrictions apply to shares of Revlon Common Stock held by Plan participants through the Revlon, Inc. Class A Common Stock Fund. Such notice was also provided by RCPC, as Plan Administrator, to, and received by, Revlon on Aug. 24, 2010. In connection with the foregoing, the Company has sent a notice to its executive officers and directors, pursuant to applicable laws, informing them that, among other things, during the blackout period, they would be prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring equity securities of Revlon acquired in connection with their service or employment as a director or executive officer. During the blackout period and for a period of two years after the ending date thereof, a Revlon security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and ending dates of the blackout period, by contacting the office of the Executive Vice President, Human Resources, Chief Legal Officer and General Counsel of Revlon, Inc. at 237 Park Avenue, New York, New York 10017; telephone 212-527-5695. About Revlon Consumer Revlon Consumer Products Corporation operates in a single segment and manufactures, markets and sells an extensive array of cosmetics, women's hair color, beauty tools, anti-perspirant deodorants, fragrances, skincare and other beauty care products. Products Corporation is a direct wholly-owned operating subsidiary of Revlon, Inc., which is a direct and indirect majority-owned subsidiary of MacAndrews & Forbes Holdings Inc., a corporation wholly-owned by Ronald O. Perelman. * * * The Company's balance sheet at June 30, 2010, revealed $819.4 million in total assets, $304.9 million in total current liabilities, $1.1 billion long term debt, $107.0 million long term debts, $205.3 million long term pension and other post retirement plan liabilities, and $64.1 million other long-term liabilities, and a $965.2 million total stockholder's deficit. Revlon carries a B/Positive/-- corporate credit rating from Standard & Poor's. REVLON INC: Registers 12MM Shares That May Be Pledged to Natixis ---------------------------------------------------------------- Revlon, Inc., filed with the Securities and Exchange Commission a Form S-3 registration statement and related prospectus to register 12,192,398 shares of the company's Class A common stock, par value $0.01 per share. MacAndrews & Forbes beneficially owns 37,544,640 shares of Revlon Class A common stock, par value $0.01 per share. The 12,192,398 shares of Class A common stock covered by Revlon's prospectus are held by NDX Holdings One LLC, a wholly owned subsidiary of MacAndrews & Forbes Holdings Inc., with certain of its affiliates other than Revlon, or will be held by NDX after being transferred from MacAndrews & Forbes. NDX may pledge up to 12,192,398 of these shares to Natixis, New York Branch as collateral agent for itself and other secured creditors to secure the obligations of NDX in connection with certain loans, which loans are unrelated to MacAndrews & Forbes' investment in Revlon. MacAndrews & Forbes, Revlon's majority stockholder, has requested Revlon register the pledged shares to fulfill its obligation under such loans. Revlon said the prospectus and the registration statement of which it forms a part is not intended to be used, nor may it be used, by MacAndrews & Forbes to sell any shares. This prospectus and the registration statement of which it forms a part is solely for use by Natixis et al., as the Secured Parties, and may only be used by the Secured Parties in the event they foreclose on the pledged shares. MacAndrews & Forbes may from time to time pledge shares of Class A common stock to secure obligations in connection with future loans. Pursuant to the prospectus, the shares may be offered at $10.885 a share. Revlon said up to $132,714,252.23 may be raised in an offering. A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?6ac9 About Revlon Inc. Headquartered in New York City, Revlon, Inc. (NYSE: REV) -- http://www.revloninc.com/-- is a worldwide cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirants/deodorants and personal care products company. The Company's brands, which are sold worldwide, include Revlon(R), Almay(R), Mitchum(R), Charlie(R), Gatineau(R), and Ultima II(R). At June 30, 2010, the Company's balance sheet showed $776.0 million in total assets, $308.9 million total current liabilities, $1.103 billion long-term debt, $58.4 million long- term debt (affiliates), $205.3 million long term pension liabilities, and $64.1 million other long term liabilities, and a $1.011 billion stockholders' deficiency. RICHARD ANDERT: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Richard S. Andert, LLC 1180 Airport Parkway Gainesville, GA 30501 Bankruptcy Case No.: 10-23971 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Bradley J. Patten, Esq. SMITH, GILLIAM, WILLIAMS AND MILES, P.A. P.O. Box 1098 Gainesville, GA 30503 Tel: (770) 536-3381 E-mail: kbyers@sgwmfirm.com Scheduled Assets: $1,500,575 Scheduled Debts: $773,948 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-23971.pdf The petition was signed by Richard S. Andert, managing member. ROBERT ALLEN: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Robert Allen Taylor Co. 4154 Shoreline Drive, Suite 250 Spring Park, MN 55384 Bankruptcy Case No.: 10-46619 Chapter 11 Petition Date: September 2, 2010 Court: U.S. Bankruptcy Court District of Minnesota (Minneapolis) Judge: Nancy C. Dreher Debtor's Counsel: Joseph W. Dicker, Esq. JOSEPH W. DICKER PA 1406 West Lake Street, Suite 208 Minneapolis, MN 55408 Tel: (612) 827-5941 Fax: (612) 822-1873 E-mail: joe@joedickerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb10-46619.pdf The petition was signed by Philip Gower, chief director. ROBERT GAUG: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Robert A. Gaug Joan C. Gaug 1478 St. Stephens Church Road Crownsville, MD 21032 Bankruptcy Case No.: 10-30240 Chapter 11 Petition Date: September 2, 2010 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtors' Counsel: Geri Lyons Chase, Esq. 2007 Tidewater Colony Drive, Suite 2A Annapolis, MD 21401 Tel: (410) 573-9004 Fax: (410) 266-8269 E-mail: gerichase@verizon.net Scheduled Assets: $4,150,140 Scheduled Debts: $1,895,850 A list of the Joint Debtors' 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-30240.pdf RONALD ZIEGLER: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Ronald V. Ziegler aw Lincoln Drexel LLC aw RVZ, Inc. 90 Marbella San Clemente, CA 92673 Bankruptcy Case No.: 10-22487 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: James R. Selth, Esq. WEINTRAUB & SELTH, APC 12121 Wilshire Blvd, Suite 1300 Los Angeles, CA 90025 Tel: (310) 207-1494 Fax: (310) 207-0660 E-mail: jim@wsrlaw.net Scheduled Assets: $1,387,489 Scheduled Debts: $2,797,097 A list of the Debtor's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-22487.pdf SAMAHI HOMES: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Samahi Homes, LLC 11623 Versailles Lakes Ln. Houston, TX 77082 Bankruptcy Case No.: 10-37643 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Letitia Z. Paul Debtor's Counsel: Jack Nicholas Fuerst, Esq. 8955 Katy Freeway, Suite 205 Houston, TX 77024 Tel: (713) 299-8221 Fax: (713) 789-2606 E-mail: jfuerst@sbcglobal.net Scheduled Assets: $2,935,063 Scheduled Debts: $2,466,204 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-37643.pdf The petition was signed by Vinay Karma, member. SB PARTNERS: Posts $87,100 Net Loss in June 30 Quarter ------------------------------------------------------ SB Partners filed its quarterly report on Form 10-Q, reporting a net loss of $87,096 on $1.1 million of revenue for the three months ended June 30, 2010, compared with net income of $1.8 million on $1.1 million of revenue for the same period of 2009. For the three months ended June 30, 2009, the Company's equity interest in the income of Sentinel Omaha, LLC, was $1.9 million. The partnership's balance sheet at June 30, 2010, showed $37.5 million in total assets, $38.8 million in total liabilities, and a partners' deficit of $1.3 million. As reported in the Troubled Company Reporter on June 15, 2010, Dworken, Hillman, LaMorte and Sterczala, P.C., in Shelton, Connecticut, expressed substantial doubt about SB Partners' ability to continue as a going concern, following its 2009 results. The independent auditors noted that the partnership's unsecured credit facility matured on February 28, 2009, and the partnership has not yet been able to arrange a replacement loan, extension or refinancing. The outstanding amount of the Loan at June 30, 2010, was $22.0 million. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6ab4 Milford, Conn.-based SB Partners is a New York limited partnership engaged in acquiring, operating and holding for investment a varying portfolio of real estate interests. As of June 30, 2010, the partnership owns an industrial flex property in Maple Grove, Minnesota and warehouse distribution centers in Lino Lakes, Minnesota and Naperville, Illinois. In addition, the Company has a 30% interest in Sentinel Omaha, LLC. Sentinel Omaha is a real estate investment company which currently owns 24 multifamily properties and 1 industrial property in 17 markets. Sentinel Omaha is an affiliate of the partnership's general partner. S.K. GROUP: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------- Debtor: S.K. Group of Motels, Inc. 1971 North Street Ashburn, GA 31714 Bankruptcy Case No.: 10-11542 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Georgia (Albany) Debtor's Counsel: Christopher W. Terry, Esq. STONE AND BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: cterry@stoneandbaxter.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gamb10-11542.pdf The petition was signed by Sunil Patel, president. SMART ONLINE: Sells Add'l $200,000 Note to Existing Noteholder -------------------------------------------------------------- Smart Online Inc. sold on Aug. 30, 2010, an additional convertible secured subordinated note due Nov. 14, 2013 in the principal amount of $200,000 to a current noteholder upon substantially the same terms and conditions as issued notes sold between Nov. 14, 2007, and August 13, 2010. The Company is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing November 30, 2010. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. About Smart Online Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides Web site consulting services, primarily in the e-commerce retail industry products and services. * * * The Company's balance sheet at June 30, 2010, showed $1.05 million in total assets, $17.84 million in total liabilities, and a $16.78 million stockholders' deficit. Stockholders' deficit was $16.31 million at March 31. STANOCOLA EMPLOYEES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Stanocola Employees Medical and Hospital Association, Incorporated dba Stanocola Medical Center 16777 Medical Center Drive, Suite 400 Baton Rouge, LA 70816 Bankruptcy Case No.: 10-11379 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court Middle District of Louisiana (Baton Rouge) Debtor's Counsel: Brandon A. Brown, Esq. STEWART ROBBINS & BROWN, LLC 247 Florida Street P.O. Box 66498 Baton Rouge, LA 70896 Tel: (225) 231-9998 Fax: (225) 709-9467 E-mail: bbrown@stewartrobbins.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Zelma Teer, chairman of the board. STEPHEN SHIELDS: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Stephen J. Shields Alicia Shields 12701 Frank Drive North Seminole, FL 33776 Bankruptcy Case No.: 10-21519 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Caryl E. Delano Debtor's Counsel: Sheila D. Norman, Esq. NORMAN AND BULLINGTON, P.A. 1905 West Kennedy Blvd Tampa, FL 33606 Tel: (813) 251-6666 Fax: (813) 254-0800 E-mail: sheila@normanandbullington.com Scheduled Assets: $1,271,227 Scheduled Debts: $1,914,194 A list of the Joint Debtors' 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-21519.pdf STONE*WALL FARM: Protests Takeover of Cincinnati Capital -------------------------------------------------------- Glenye Cain Oakford at Racing Daily Forum reports that Stone*Wall Farm opposed the request of Stone Wall Acquisition, a successor to Cincinnati Capital Corporation, to take over and sell the sires at the Keeneland November auction. Stone*Wall argued that the Value Plus and Da Stoops are their ownership entities' primary assets and are fundamentally important to their Chapter 11 reorganization plan. Stone*Wall has received a $16 million judgment in a Pennsylvania court against Stonewall and its owner, Audrey Haisfield, in unpaid loans. But that case has been on hold since several entities named in Stone*Wall's Pennsylvania suit filed for Chapter 11 bankruptcy protection in Florida. In addition, Stone Wall Acquisition is one of three lenders that has sued Stone*Wall and its various related entities. Earlier this year, Fifth Third sued for about $14 million; many of Stone*Wall's mares and young stock are in receivership as part of an agreement between the two parties. JPMorgan Chase has sued for about $7 million in a case that is still pending. About Stone*Wall Farm Stone*Wall StallionS operates a thoroughbred stallion farm. Versailles-Kentucky based Stone*Wall Farm Stallions, LLC, filed for Chapter 11 protection on August 11, 2010 (Bankr. M.D. Fla. Case No. 10-06984). It estimated assets of up to $1 million and debts of $10 million to $50 million in its Chpater 11 peittion. Debtor-affiliates, including Hotcopri, LLC (Bankr. M.D. Fla. Case No. 10-52315), Malandrin, LLC (Case No. 10-52316), and Stone*Wall Farm Stallions I, LLC (Bankr. Case No. 10-52318) filed separate Chapter 11 petitions in July 2010. The Debtors sought bankruptcy protection following a lawsuit filed by JPMorgan Chase claiming that Stone*Wall has defaulted on more than $7 million in loans. STRATUS MEDIA: Restates March 31 10-Q; Reduces Net Loss to $1.7MM ----------------------------------------------------------------- On August 19, 2010, the acting Chief Financial Officer pf Stratus Media Group, Inc., concluded that the Company's financial statements for the period ended March 31, 2010, included in the Company's Form 10-Q that was filed on May 14, 2010, cannot be relied on because the income statement included $2,190,014 of non- cash, Black Scholes warrant and fair value expense related to financings that should be reclassified to the balance sheet as additional paid-in capital, with an offset by the same amount in the accumulated deficit. The effect of this reclassification is to reduce the net loss from $3,926,257 for the three months ended March 31, 2010, to $1,736,243 for the same period. On September 1, 2010, the Company filed Amendment No. 1 to its quarterly report on Form 10-Q/A to correct the financial statements for the March 31, 2010 quarter. Except with respect to the foregoing restatement, this amendment does not reflect events occurring after the filing of the original Quarterly Report on Form 10Q or modify or update those disclosures affected by subsequent events. As reported in the Troubled Company Reporter on April 21, 2010, Goldman Parks Kurland Mohidin LLP, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses and has negative cash flow from operations. A full-text copy of the Form 10-Q/A is available for free at: http://researcharchives.com/t/s?6ab1 Based in Los Angeles, Stratus Media Group, Inc. (OTC BB: SMDI) -- http://www.stratusmediagroup.com/-- specializes in sports and entertainment events that it owns, and intends to operate, manage, market and sell in national markets. In addition, Stratus acquired the business of Stratus Rewards, LLC in August 2005. Stratus Rewards is a credit card rewards marketing program that uses the Visa card platform that offers a unique luxury rewards redemption program, including private jet travel, premium travel opportunities, exclusive events and luxury merchandise. SUMMIT HOTEL: Amends Loan Agreement With First National Bank ------------------------------------------------------------ Summit Hotel Properties LLC entered on Aug. 19, 2010, into a Second Amended and Restated Loan Agreement related to its credit pool line of credit with First National Bank of Omaha. The Credit Pool is for the purpose of providing interim financing for existing, newly acquired and constructed hotels. Each loan from the Credit Pool is classified as either a Pool One loan or a Pool Two loan. Hotel Principal Amount Maturity Date ----- ---------------- ------------- Las Colinas, TX Hyatt Place $6,700,000 7/31/2011 Las Colinas, TX Holiday $6,375,000 7/31/2011 Inn Express Jackson, MS Staybridge $5,850,000 7/31/2011 Suites Loans from Pool One previously required monthly interest-only payments, however, with this amendment such loans now require monthly principal plus interest payments. The interest rate for Pool One loans is 90-day LIBOR plus 4.0%, with a floor of 5.50%. Hotel Principal Amount Maturity Date ----- ---------------- ------------- Jackson, MS Courtyard by $8,914,617 7/1/2013 Marriott Germantown, TN Courtyard by $6,818,438 7/1/2013 Marriott Atlanta, GA Hyatt Place $8,676,472 2/1/2014 Loans from Pool Two require monthly principal plus interest payments. The interest rate for Pool Two loans is 90-day LIBOR plus 4.0%, with a floor of 5.25%. The Company said, "Each of the Credit Pool loans is secured by a mortgage on the property financed. The loans are cross- collateralized and cross-defaulted. The Credit Pool carries customary terms, conditions and covenants, including but not limited to: the Company may not exceed an aggregate of $450 million outstanding debt without the prior approval of the lender; we must maintain a minimum aggregate senior mortgage loan debt service coverage ratio of 1.50 to 1.00; and we are required to make monthly capital expenditure reserve payments of 3.0% of gross revenues on the three Pool Two notes and the Jackson, MS Staybridge Suites hotel." A full-text copy of the Second Amended and Restated Loan Agreement is available for free at http://ResearchArchives.com/t/s?6a0b About Summit Hotel Summit Hotel Properties, LLC is a developer, owner and manager of hotels categorized as mid-scale without food and beverage and upscale hotels located throughout the United States. As of December 31, 2009, the Company owned 65 hotels in 19 states. The Company's revenues and earnings are derived from hotel operations of its owned hotels. An affiliate, The Summit Group, Inc., provides a number of services for its hotels, including hotel operations management, location of acquisition targets and construction sites, development of construction sites, and construction supervision. As of December 31, 2009, Summit Hotel Properties had two wholly owned limited liability companies that own hotel properties. Summit Hospitality I, LLC owns 25 of the Company's hotels. In addition, Summit Hospitality V, LLC, is a wholly owned subsidiary, which owns 13 of the Company's hotels. The Company's balance sheet at March 31, 2010, showed $513.9 million in total assets, $166.8 million in total current liabilities, $269.9 million in long-term debt, and stockholder's equity of $77.2 million. * * * According to the Troubled Company Reporter on April 29, 2010, Summit Hotel Properties, LLC's forbearance agreement with Fortress Credit Corp. expired on May 3. SUNRISE SENIOR: Enters Restructuring Agreement With HCP ------------------------------------------------------- Sunrise Senior Living Inc. has entered into a settlement and restructuring agreement with HCP, Inc. and certain of its affiliates to, among other things, transition Sunrise from management of 27 HCP-owned senior living communities for an aggregate cash payment of $50 million to Sunrise, and to settle the lawsuits between the Company and HCP pending in Virginia and Delaware. In connection with the settlement and restructuring agreement, Sunrise made a $15 million principal repayment of its bank credit facility and entered into a 14th amendment to its credit agreement extending the maturity date to December 2, 2011. Outstanding consolidated debt under the Company's bank credit facility after the $15 million payment is $8.4 million, down from $95 million at December 31, 2008. In addition, Sunrise had completed the previously announced sale of eight of the Company's nine German assisted living facilities to GHS Pflegeresidenzen Grundstucks GmbH and Prudential Real Estate Investors. "We are very pleased with the agreement with HCP as it brings Sunrise additional capital that will be used to fulfill many of our financial obligations -- and it puts to rest the HCP litigation while paving a path toward a new, positive relationship. These are two very important steps that strengthen Sunrise," said Mark Ordan, Sunrise's chief executive officer. "We have stated our need to refinance the company, and this deal goes a long way toward that goal. While we continue to pursue balance sheet-enhancing transactions, including asset sales, we do not foresee a need to sell additional community management portfolios. We are, of course, also pleased to complete the previously announced sale of eight German communities to Pramerica." Under the settlement agreement, Sunrise received $40 million on August 31, 2010, the effective date of the agreement, and expects to receive $10 million in subsequent installments payable on the earlier of the completion of transitioning, on a portfolio-by-portfolio basis, the 27 senior living communities to a new manager or, subject to Sunrise's compliance with certain transition obligations, 12 months after the effective date. It is Sunrise's understanding that Emeritus Corporation will assume management of many of the transitioning communities. In addition to the pay down of the credit facility, Sunrise has agreed to use portions of the proceeds from this transaction to pay down various other debt obligations. Sunrise will also pay down its Chevy Chase loan by $5 million for a one-year extension, its Wells Fargo land loan by $5 million for a one-year extension and its Wells Fargo construction loan by $15 million to make the loan non-recourse and extend the loan to June 2013. Sunrise will use the $10 million in subsequent installments, if and as received, to repay any outstanding amounts under the Company's bank credit facility on or prior to the one-year anniversary of the HCP transaction. Sunrise and HCP will also negotiate to restructure the leasing and management agreements of up to 35 other senior living communities pursuant to the REIT Investment Diversification and Empowerment Act of 2007. Any such restructuring will not have a net adverse economic impact on Sunrise. About Sunrise Senior McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ) -- http://www.sunriseseniorliving.com/-- is a provider of senior living services in the United States, Canada, the United Kingdom and Germany. At June 30, 2010, the Company operated 356 communities, including 307 communities in the United States, 15 communities in Canada, seven communities in Germany and 27 communities in the United Kingdom, with a total unit capacity of roughly 35,400. As reported in the Troubled Company Reporter of March 3, 2010, Ernst & Young LLP, in McLean Va., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company cannot borrow under its bank credit facility and the Company has significant debt maturing in 2010 which it does not have the ability to repay. SUPER PET: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Super Pet Center, Inc. Road No. 2, Drive Inn Plaza Bayamon, PR 00960 Bankruptcy Case No.: 10-08177 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Carmen D. Conde Torres, Esq. 254 San Jose Street, 5th Floor San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 E-mail: notices@condelaw.com Scheduled Assets: $863,091 Scheduled Debts: $1,514,642 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-08177.pdf The petition was signed by Tamiky Del Llano, chief executive officer. SUPERIOR PLUS: DBRS Confirms BB Senior Unsecured Debentures Rating ------------------------------------------------------------------ DBRS has confirmed the Senior Secured Notes and Senior Unsecured Debentures ratings of Superior Plus LP (Superior) at BBB (low) and BB (high), respectively, with both trends changed to Negative from Stable. Superior is a 99.9% owned subsidiary of Superior Plus Corporation (the Corporation), which converted from an income fund at year-end 2008. The Negative trend reflects DBRS's review of the Corporation's Q2 2010 financial results and its updated 2010 and 2011 public financial outlooks in the context of ongoing economic weakness in its key North American markets. Based on its review and year-to- date results, DBRS expects that further potential deterioration in credit metrics could occur during 2010, as well as a longer transition period to more conservative financial metrics, than previously anticipated. Superior's recent acquisitions (detailed below), as well as the conversion of its Port Edwards chloralkali facility to membrane technology over a two-year period ending in Q4 2009 and other growth capital expenditures, were financed with a combination of debt and equity, distorting its credit metrics. The Corporation raised significant financing, roughly one-third each of common equity, senior debt and convertible subordinated debentures, between year-end 2007 and June 30, 2010. Consequently, DBRS has calculated pro forma credit metrics that include the estimated impact of the recent transactions as if these occurred at the beginning of the period. On a pro forma basis, the Corporation's total debt-to-EBITDA ratio increased to 5.3 times for the 12 months ending June 30, 2010 (LTM June 2010) from 4.2 times in 2009 and 3.4 times in 2008. Concurrently, its senior debt-to-EBITDA ratio (which includes the senior secured notes, the bank facility, amounts due under the off-balance sheet accounts receivable securitization program and the senior unsecured debentures) rose to 3.1 times from 2.3 times and 2.4 times over the same period, although remaining well below the 5.0 times covenant. The most critical ratio is the Corporation's senior secured debt-to-EBITDA ratio (which excludes the senior unsecured debentures), which returned to 2.4 times from 1.9 times and 2.4 times. Superior is required, under its credit facility, to restrict its senior secured debt-to-EBITDA ratio to not more than 3.0 times and not more than 3.5 times as a result of acquisitions. (Note that the convertible subordinated debentures, upon which the Corporation may elect to pay principal upon maturity or redemption by issuing shares to the debenture holders, are treated as 100% debt for "total debt" ratios and are excluded from "senior debt" ratios and financial covenant calculations.) The latest ratios (which all include the impact of the off-balance sheet accounts receivable securitization program) are outside the acceptable range for Superior's current ratings. The deterioration in the Corporation's key credit metrics has been due to: (1) weaker earnings and cash flow as a result of ongoing economic weakness and the negative impact of warmer-than-expected weather in the 2009-2010 winter; and (2) higher debt levels resulting from partial debt financing for various acquisitions and growth capital expenditures. The above factors have also negatively affected the Corporation's dividend payout ratio, which rose to 101% on a pro forma basis in LTM June 2010 from 70% in 2009 and 74% in 2008, and its total EBITDA interest coverage ratio, which declined to 4.1 times from 4.4 times and 6.3 times over the same period. Superior restarted its dividend re-investment program (DRIP) during Q2 2010, commencing with the payment of its May 2010 dividend, resulting in proceeds of $1.5 million. The Corporation has maintained its dividend/distribution at $0.135 per share/unit, or $1.62 per share/unit annualized, since February 2008 (prior to conversion). The rating confirmations reflect DBRS's expectation of a gradual recovery of the Corporation's credit metrics to relatively strong 2008 levels by the end of 2011 in order to maintain the current ratings. This is supported by expected contributions from the various acquisitions (totaling $468.4 million) completed between late Q3 2009 and early Q1 2010 and the ramp-up of activity at the Port Edwards chloralkali facility, which was converted to membrane technology over a two-year period ending in Q4 2009, for a total cost of $157.7 million. Achievement of credit metric improvement over the above-noted time frame is based on the expectation that Energy Services (46% of 2009 segment EBITDA) will benefit from a return to normal winter weather and improved economic conditions, and that Specialty Chemicals (43%) is not affected by further downside from conditions in the pulp and paper industry or economic weakness on its chloralkali operations. Superior faces some near-term challenges, as its operations are affected to various degrees by the current weak economic conditions. Its key Energy Services and Specialty Chemicals segments accounted for a combined 89% of 2009 segment EBITDA. Earnings and cash flow from Energy Services' key Superior Propane and U.S. Refined Fuels businesses are very seasonal, and are negatively affected by reduced demand as a result of warmer-than- normal winter weather, reduced economic activity and high wholesale propane and refined fuel costs (correlated to the price of crude oil) resulting in energy conservation. Operating results from Specialty Chemicals can be hampered by reduced sodium chlorate demand due to pulp mill curtailments and shutdowns as a result of the ongoing global economic weakness. Construction Products Distribution's results (11% of 2009 segment EBITDA) have been negatively affected by the impact of the economic recession on new home residential housing starts and commercial building activity. Despite the above-noted trends, the Corporation's interest coverage ratios have remained reasonable, reflecting good underlying profitability and relatively low interest rates on its credit facility. Superior's liquidity remains adequate, with no major maturities until year-end 2012, when the Corporation has $175 million of 5.75% convertible subordinated debentures maturing, although it may elect to pay principal upon maturity or redemption by issuing shares to the debenture holders. At June 30, 2010, Superior had credit lines totalling $450 million ($259.1 million of borrowings and $20.7 million of letters of credit outstanding), expandable to $750 million, maturing on June 28, 2013. Superior's recent acquisitions increased its exposure to seasonal variation in EBITDA as a result of changes in winter weather, as the last three comprise the operations of the new U.S. Refined Fuels division within its Energy Services segment. (1) On September 24, 2009, Superior acquired Specialty Products & Insulation Co. (SPI), a leading national distributor of insulation and architectural products in the United States, for $142.1 million. SPI is part of the Corporation's Construction Products Distribution segment. (2) On September 30, 2009, Superior acquired certain assets that comprise a retail heating oil and propane distribution business in Pennsylvania and New York (Sunoco Retail Heat (SRH)), for $96.5 million. SRH is part of the Corporation's new U.S. Refined Fuels division within its Energy Services segment. (3) On December 11, 2009, Superior acquired certain assets that comprise a retail heating oil, propane and motor fuels distribution business in Connecticut, Pennsylvania and Rhode Island from Griffith Energy Services, Inc. (GES), for $82.5 million. The acquired GES assets are part of the Corporation's U.S. Refined Fuels division within its Energy Services segment. (4) On January 20, 2010, Superior acquired Griffith Energy Holdings, Inc. (GHI), a retail and wholesale distributor of retail propane, heating oil and motor fuels in upstate New York, for $147.3 million. GHI is part of the Corporation's U.S. Refined Fuels division within its Energy Services segment. In order to fund the above-noted acquisitions, as well as the above-noted Port Edwards conversion project and other growth capex, the Corporation raised significant financing, roughly one- third each of common equity, senior debt and convertible subordinated debentures, between year-end 2007 and June 30, 2010. SUTHERLANDS PLAZA: Case Summary & 16 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Sutherlands Plaza LLC P.O. Box 461059 Papillion, NE 68046 Bankruptcy Case No.: 10-82588 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: Howard T. Duncan, Esq. DUNCAN & DAVIS, P.C., L.L.O. 1910 S. 72nd St., Suite 304 Omaha, NE 68124-1734 Tel: (402) 391-4904 Fax: (402) 391-0088 E-mail: cathy@hduncanlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/neb10-82588.pdf The petition was signed by Robert L. Pelshaw, manager. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Robert L. Pelshaw 10-80982 04/05/10 TELKONET INC: Musser, Lynch Resign as Members of Board ------------------------------------------------------ Telkonet Inc. said that on Aug. 27, 2010, Warren V. Musser and Thomas C. Lynch submitted their resignations, as members of the Telkonet, Inc. Board of Directors effective Aug. 31, 2010. On the same date, two new directors were appointed to the Company's Board to fill the vacancies created by the resignations of Messrs. Musser and Lynch effective September 1, 2010, as follows: * The Board of Directors appointed Joseph D. Mahaffey as a member of the Board to fill the vacancy created by the resignation of Thomas C. Lynch. * The Board of Directors appointed William H. Davis as a member of the Board to fill the vacancy created by the resignation of Mr. Warren V. Musser. The vacancies filled by Messrs. Mahaffey and Davis are scheduled to stand for re-election at the next annual meeting of stockholders. Mr. Mahaffey retired as Partner and Managing Director of the Fremont Group, a private equity group affiliated with Bechtel Corporation, in 2000. He also served as President and CEO of Fremont Energy Company. Mr. Mahaffey's career spans 35 years with energy and financial firms. He was Treasurer of Gulf Oil Corporation at the time of its merger with Chevron Corp in 1985. Subsequently, he was founder, President and Board member of United Meridian Corp, an oil and gas exploration and production company. UMC was listed on the NYSE in 1995 and subsequently acquired by Ocean Energy in 1997. He has been a member of several public and private corporation boards, including Heritage Media Corp., Vintage Petroleum Corp and Chaparral Steel Co. He chaired the Audit Committee of the latter. Mr. Mahaffey received a Bachelor degree in finance from the University of Notre Dame in 1967. Mr. Davis has served as President & CEO of Ze-gen, Inc. since he founded the company in 2004. Prior to founding Ze-gen, Mr. Davis' career in business has included launching numerous companies including: Database Marketing Corporation in 1986, Holland Mark in 1997, and Cambridge Brand Analytics in 2003. Mr. Davis currently serves on the Board of Directors of Boston Harbor Islands National Park, New Bedford Economic Development Council, and was recently appointed by Massachusetts Governor Deval Patrick to the Board of The Commonwealth Corporation. He also serves on the President's Council for CERES. Mr. Davis graduated from Connecticut College in 1979. There are no family relationships between Mr. Mahaffey and Mr. Davis and any other director or executive officer of the Company. About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that of the Company's significant operating losses in the current year and in the past. THOMAS HESS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Thomas J. Hess dba Hess Trucking Company Joyce A. Hess 1600 Rabbit Foot Clover Court Annapolis, MD 21401 Bankruptcy Case No.: 10-30279 Chapter 11 Petition Date: September 2, 2010 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtors' Counsel: Howard M. Heneson, Esq. HOWARD M. HENESON, P.A. 810 Glen Eagles Court, Suite 301 Towson, MD 21286 Tel: (410) 494-8388 Fax: (410) 494-8389 E-mail: hheneson@bankruptcymd.com Scheduled Assets: $1,025,490 Scheduled Debts: $2,485,389 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-30279.pdf TRES BUILDERS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Tres Builders Development & Management Services, Inc. 16611 Catena Drive Chino Hills, CA 91709 Bankruptcy Case No.: 10-53469 Chapter 11 Petition Date: September 4, 2010 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: Dean William Greer, Esq. 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: (210) 342-7100 Fax: (210) 342-3633 E-mail: dwgreer@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Oscar SP Atienza, president. TRIBUNE CO: Court Appoints Mediator to Assist in Negotiations ------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware appointed Hon. Kevin Gross as mediator in the bankruptcy case of Tribune Company and its debtor affiliates. As mediator, Judge Gross will assist in resolving disputes in connection with the formulation and proposal of a confirmable plan of reorganization, including the appropriate resolution of the leveraged buyout-related Causes of Action. Parties of the mediation are: (a) the Debtors; (b) the Official Committee of Unsecured Creditors; (c) JPMorgan Chase Bank, N.A., as administrative agent and lender under the senior loan credit agreement; (d) Angelo Gordon & Co LP; (e) the "Credit Agreement Lenders;" (f) the "Step One Credit Agreement Lenders;" (g) Wells Fargo Bank, N.A., as administrative agent under the bridge loan credit agreement; (h) Law Debenture Trust Company of New York, as successor indenture trustee under a senior notes indenture; (i) Deutsche Bank Trust Company Americas, as successor indenture trustee under certain senior notes indentures; (j) Centerbridge Credit Advisors LLC; (k) Aurelius Capital Management LP; (l) EGI-TRB LLC; and (m) Wilmington Trust Company, as successor indenture trustee under the PHONES notes indenture. "Credit Agreement Lenders" are certain holders of senior loan claims and senior loan guaranty claims represented by Hennigan Bennett & Dorman LLP and Young Conaway Stargatt & Taylor LLP. "Step One Credit Agreement Lenders" are certain holders of step one senior loan claims and senior loan guaranty claims represented by Olshan Grundman Frome Rosenzweig & Wolosky LLP and Arkin Kaplan Rice LLP. "We're pleased that the court has appointed a mediator-this is a clear sign that reaching consensus is a valuable part of this process," Randy Michaels, Tribune's chief executive officer, said in a press release. "We welcome Judge Gross' participation in the process and we look forward to his wisdom and guidance as we move forward," said Mr. Michaels. Tribune's Board of Directors has also named a special committee to oversee the company's Chapter 11 process. The committee is composed of four independent directors: Mark Shapiro (Chairman), Jeffrey Berg, Maggie Wilderotter and Frank Wood. Plan Voting Deadline The Debtors notify parties-in-interest on September 2, 2010, that all deadlines related to the Amended Joint Plan of Reorganization have been adjourned. The Debtors remind creditors that they are not required to vote to accept or reject the Plan or file objections to the Plan at this time. Objections to Plan Additional parties have filed objections to Tribune Co.'s proposed reorganization plan. The Illinois Department of Revenue and Illinois Department of Employment Security object to the confirmation of the Plan of Reorganization because: (a) the discharge provided by the Plan, and the injunction provisions designed to enforce that discharge, exceed the proper scope of a corporate Chapter 11 discharge; and (b) the Plan proposes to enjoin creditors from exercising any rights of setoff or recoupment of any kind against any liability or obligation due the Debtors. The IDR filed a prepetition priority tax claims for $70,000,000 while the IDES filed a prepetition priority tax claim for $50,000. Jesse White, Illinois Secretary of State, objects to the confirmation of the Debtors' Amended Joint Plan of Reorganization because: (a) the proposed reduction in paid-in capital of the Plan is unclear and is not properly limited in scope; (b) the Plan seeks to reduce the paid-in capital of the Debtors for purposes of Business Corporation Act of 1983, as amended; (c) the Plan improperly limits the capital stock to be included in the calculation of the Debtors' reduced paid- in capital to be issued and outstanding shares of capital stock; and (d) the Plan ambiguously states, "[a]ny capital of each corporate Reorganized Debtor remaining in excess of its Article XIII Paid-in Capital Amount shall not be treated as Paid-in Capital for purposes of the BCA." The County of San Bernardino, California, asserts that administrative claims section of the Plan of Reorganization fails to state that administrative claims also includes tax claims. According to the County, the Plan also fails to address additional costs, fees, charges and interest that the claim may be entitled to as required by Sections 506(b) and 511 of the Bankruptcy Code. The County complains that the Plan has limited penalties on claim. The County relates that the administrative claim may be subject to penalty depending on when it is paid by debtors or its subsidiaries. The Debtors also has failed to provide for the payment of the business taxes with additional costs, fees charges and interests, the County complains. About Tribune Co Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Law Debenture Reinstates Plea to Stop LBO Payments -------------------------------------------------------------- Law Debenture Trust Company of New York reinstates its motion seeking to prohibit any debtor affiliates to make undisclosed payment of fees and expenses to Tribune Co.'s leveraged buy-out lenders and asking the LBO Lenders to provide an accounting of all unauthorized fee payments and disgorge those unauthorized fee payments. Law Debenture is the successor indenture trustee under an Indenture dated March 19, 1996, between Tribune Company and Citibank, N.A., for 6.61% Debentures due 2027 and the 7-1/4 Debentures due 2096. Law Debenture filed the original Fee Motion on October 23, 2009, but withdrew the same in April 2010, without prejudice, in accordance with a settlement support agreement filed by JPMorgan Chase Bank, N.A. Law Debenture alleges in the Motion that the Debtors, though insolvent, have entered into an undisclosed transaction to benefit their LBO Lenders at the expense of their estates and have kept the arrangement hidden from the Court and creditors. Law Debenture asserts that the Debtors must comply with transparency, disclosure and notice in exchange for the extraordinary protections that Chapter 11 provides. Objections and responses to the Fee Motion were filed by the Debtors, JPMorgan Chase and the Credit Agreement Lenders. Deutsche Bank Trust Company of Americas, indenture trustee under the 1992 Indenture, the 1996 Indenture and the 1997 Indenture, and Centerbridge Credit Advisors LLC filed joinders to the Fee Motion. Centerbridge then withdrew its joinder when Law Debenture withdrew the Motion in April. In April, Law Debenture, JPMorgan Chase, and Angelo Gordon & Co., L.P., executed the Settlement Support Agreement concerning a plan of reorganization. The Settlement Support Agreement provided for, among other things, the filing of a stipulation where Law Debenture agreed to withdraw its Fee Motion without prejudice, and Centerbridge agreed to withdraw its joinder to the Fee Motion without prejudice. The Court then approved the withdrawal. On August 9, 2010, JPMorgan sent an e-mail withdrawing from the Settlement Support Agreement citing circumstances referenced in Settlement Support Agreement. Angelo Gordon also withdrew from the Settlement Support Agreement. Law Debenture then reinstates the Fee Motion and asserts that the Settlement Support Agreement is now null and void. About Tribune Co Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Says Operating Cash Flow Up 44% Through July -------------------------------------------------------- Tribune Company announced financial highlights for the first seven months of 2010. "We are making solid financial progress," said Randy Michaels, Tribune's chief executive officer. "Despite the noise surrounding our Chapter 11 process and a tough economic environment, we have not only stabilized our business, but in 2010 we have grown operating cash flow -- and we're really just getting started." Other financial highlights for the seven-month period ending August 1, 2010: * Operating cash flow increased substantially in both publishing and broadcasting compared to the same period in 2009. * The company generated approximately $100 million more in consolidated operating cash flow compared to the same period last year, and in the month of July alone, generated $18 million more in consolidated operating cash flow compared to July 2009. * Consolidated operating cash flow increased 44% and consolidated operating cash flow margin increased to 18% from 12% for the first seven months of 2009. "We continue transforming Tribune from a collection of media businesses to a single media company," said Michaels. "Working together enables us to continue leveraging the development of scalable, common systems throughout the company, which is the primary factor behind our ability to reduce expenses. Consolidated cash operating expenses were down 7 percent through July 2010." The company's cable network, WGN America, is more profitable than it has ever been, thanks to new programming, a 25% increase in ratings among all adults, and strong upfront advertising sales. Next month the network will add "Entourage," "Curb Your Enthusiasm," "The New Adventures of Old Christine," and 'How I Met Your Mother" to its programming line-up. The company's television group has added more than 130 hours per week of local news programming since 2008, and later this fall will broadcast a total of eight NFL football games in select markets. On the publishing side, the company has launched "breaking news" centers in each of its markets, introduced new niche print products and expects to have slowed the trend of circulation declines at its newspapers when it reports results to the Audit Bureau of Circulations in September. "Our employees have done an incredible job," said Michaels. "They are talented, innovative, and dedicated to serving our readers, viewers, advertisers and communities. We have built some momentum and accomplished a lot, but there is much more to do." Tribune will file its monthly operating report for July 2010 with the U.S. Bankruptcy Court for the District of Delaware. The report will reflect that the company has approximately $1.6 billion in cash on hand. Tribune Company and its subsidiaries maintain their financial records in accordance with generally accepted accounting principles ("GAAP"); however, the information included herein is preliminary and includes some non-GAAP financial measures. The Company uses cash operating expenses and operating cash flow to evaluate internal performance. "Cash operating expenses" are defined as operating expenses before depreciation and amortization, write-downs of intangible assets, stock-based compensation, certain special items including severance, non- operating items, and reorganization costs. "Operating cash flow" is defined as earnings before interest and dividend income, interest expense, equity income and losses, depreciation and amortization, write-downs of intangible assets, stock-based compensation, certain special items including severance, non- operating items, and reorganization costs. Cash operating expenses and operating cash flow are not measures of financial performance under GAAP and should not be considered as a substitute for measures of financial performance prepared in accordance with GAAP. About Tribune Co Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Debtor Amends Plan; Equity Holders Propose Own Plan --------------------------------------------------------------- Tronox Incorporated and its debtor affiliates amended their Joint Chapter 11 Plan of Reorganization and the Disclosure Statement explaining the Plan to, among other things, incorporate a global settlement with various key constituents, including government environmental claimants, resolving the Debtors' liability from environmental and tort claims and the "legacy liabilities" they incurred in their spinoff from Kerr-McGee Corporation. Under the Debtors' First Amended Plan, filed September 1, a Torts Claims Trust will be created and will be the sole source of distribution to holders of tort claims. To fund cash payments required by the Plan and meet go-forward operating and working capital needs, the Debtors will rely on a combination of debt financing and new money equity investments from certain of its existing creditors. A day after the Debtors' amendment of their Plan, the Official Committee of Equity Security Holders of Tronox Inc. delivered to the U.S. Bankruptcy Court for the Southern District of New York an alternative Chapter 11 Plan of Reorganization for the Debtors. The Equity Committee said its Plan provides greater recoveries for Tronox stakeholders. Among the differences between the Equity Committee Plan and the most recent version of the Debtors' Plan are: * The Equity Committee Plan is based on a valuation range of $1.2 to 1.3 billion, with a midpoint of $1.25 billion. The Debtors' First Amended Plan estimates the total enterprise value of Reorganized Tronox at 975 million to $1.150 billion, with a midpoint of $1.063 billion. * Both the Equity Committee Plan and the Debtors' Plan are employing a rights offering process. In both the Equity Committee Plan and the Debtors' Plan, all holders of General Unsecured Claims and all Holders of Indirect Environmental Claims will be given the opportunity to participate a rights offering to purchase new equity in the reorganized company. Unlike the Debtors' Plan, however, certain Holders of Equity Stock Interests who are Eligible Holders will also be able to participate in the rights offering pursuant to the Equity Committee Plan. In the Debtors' Plan, Holders of Equity Stock Interests will be given no similar opportunity. Under terms to be arranged with the Debtors, the Equity Committee intends to conduct its Rights Offering to Holders of General Unsecured Claims and Indirect Environmental Claims in conjunction with the rights offering to be conducted under the Debtors' Plan. The Rights Offering to Holders of Equity Stock Interests, however, will be conducted post confirmation of the Equity Committee Plan. * The Equity Committee and its financial advisors believe that the Debtors' Plan significantly undervalues the value of Reorganized Tronox. * Under the Equity Committee Plan, 62.5% of the New Common Stock will go to Holders of Allowed General Unsecured Claims as compared to 16.9% under the Debtors' Plan. * The Equity Committee Plan seeks to preserve the settlements reached with the Governmental Environmental Entities and the Holders of Tort Claims and will provide those entities with an equal or greater recovery than that which they would otherwise receive in the Debtors' Plan. However, the Equity Committee reserves the right to challenge the allowance and amount of claims of the Governmental Environmental Entities and Holders of Tort Claims and to modify the treatment of those claims if any classes of the claim vote to reject the proposed treatment in the Equity Committee Plan. * The Equity Committee Plan also provides value to the public shareholders of Tronox in the form of New Warrants and the ability to participate in a portion of the Rights Offering. Under the Debtors' Plan, the public shareholders will receive warrants that the Equity Committee believes are essentially valueless and then, only if the class of shareholders votes in favor of the Debtors' Plan. * The Equity Committee Plan also provides the necessary financing for Reorganized Tronox's operations post-emergence, including a greater amount of borrowing capacity under the Exit Credit Facility. While there is less debt and reduced borrowing capacity under the Debtors' Plan, the difference is made up by increasing the rights offering being provided to the Ad Hoc Bondholders and leaving less stock to be distributed to the Holders of Allowed General Unsecured Claims. Specifically, the Ad Hoc Bondholders have set aside for themselves the exclusive opportunity to purchase $15 million of New 8% Convertible Preferred Stock, which, aside from being senior to the New Common Stock, is valued at approximately $17 million. This, combined with backstop fees valued at approximately $36 million, means the Ad Hoc Bondholders are paying themselves approximately $53 million on the Effective Date of the Debtors' Plan. The Debtors have agreed, in a stipulation, that their exclusive periods are terminated for the sole purpose of permitting the Equity Committee to file an alternative reorganization plan. The Debtors also agreed, to ensure a smooth flow of their reorganization proceedings, not to object to the Equity Committee's filing of the alternative plan. The Debtors and the Equity Committee further agreed to coordinate the hearings relating to the approval of the disclosure statements with respect to the Amended Plan and the Proposed Equity Committee Plan and Proposed Equity Committee Disclosure Statement and confirmation of the Amended Plan or, to the extent applicable, the Equity Committee Plan. Terms Under Debtors' First Amended Plan Additional provisions under the Debtors' First Amended Plan are: A. Exit Financing The Debtors will emerge from bankruptcy with no more than approximately $470 million of funded debt borrowed under (a) a $425 million senior secured term loan facility; and (b) an asset- based revolving credit facility with commitments of $125 million. B. New Money Investments (a) $170,000,000 Rights Offering: The Plan provides for a $170 million new money investment in Reorganized Tronox in the form of a Rights Offering open to all of Tronox's unsecured creditors who are eligible holders. Under the Plan, Eligible Holders will be given "Rights" to purchase, on a Pro Rata basis, up to 78.4% of the New Common Stock issued on the Effective Date, based on a 34.1% discount to the Plan total enterprise value of Reorganized Tronox of $1.063 billion. The Backstop Parties, a group of Holders of Tronox's Unsecured Notes, have committed to purchase any of the New Common Stock that is not subscribed to in the Rights Offering, thereby assuring that Tronox will receive the full $170 million. In return for this commitment, the Backstop Parties will receive consideration equal to six-percent of the $170 million equity commitment. (b) $15,000,000 in New Convertible Preferred Stock: The Backstop Parties have also committed to fund $15 million in Cash on the Effective Date in exchange for the New Convertible Preferred Stock. The New Convertible Preferred Stock (i) has an initial aggregate liquidation preference of $15 million, (ii) will accrue dividends at a rate of eight-percent per annum payable quarterly in Cash, (iii) will mature on the sixth anniversary of the Effective Date, (iv) is subject to redemption under certain circumstances and (v) may be converted into shares of New Common Stock at the election of the Holders thereof based on an $850 million total enterprise valuation. C. Creation and Funding of Environmental Settlement and Tort Claim Trusts (a) Environmental Claims will be settled in accordance with the terms of an Environmental Claims Settlement Agreement, which will provide that certain Environmental Response Trusts to be created on the Effective Date or certain Government Environmental Entities will assume all of Tronox's liabilities or responsibility for go-forward cleanup costs associated with certain sites and the Other Sites in exchange for these consideration packages: * the right to 88% of proceeds of the Anadarko Litigation; * $270 million in cash in the form of the Funded Environmental Amount; * Environmental Trust Assets; * the Nevada Assets; and * the Environmental Insurance Assets, which include financial assurance assets worth at least $50 million. (b) Tort Claims will be satisfied exclusively from: * Tort Claims Trust to be established on the Effective Date, which will be funded with these considerations: -- the right to 12% of proceeds of the Anadarko Litigation; -- $12.5 million cash in the form of funded tort claims trust amount; and -- the Tort Claims Insurance Assets, which include proceeds from certain insurance settlements. D. Allocation of Equity in Reorganized Tronox Among Unsecured Creditors (a) Holders of Allowed General Unsecured Claims will receive: * their Pro Rata share of the GUC Pool, which consists of 16.9% of the New Common Stock to be issued on the Effective Date, Preferred Stock and exercise of the New Warrants; and * their Pro Rata share of Rights to purchase up to 78.4% of the New Common Stock pursuant to the terms of the Rights Offering. (b) Holders of Allowed Indirect Environmental Claims will be separately classified so as to share recoveries with Holders of General Unsecured Claims and Tort Claims as follows: * 50% of the amount of each Allowed Indirect Environmental Claim will be treated in accordance with the treatment provided to Class 3 General Unsecured Claims, and will receive its Pro Rata share of (i) New Common Stock allocated to the GUC Pool and (ii) Rights to participate in the Rights Offering; and * 50% of the amount of each Allowed Indirect Environmental Claims will receive its Pro Rata share of the Tort Claims Trust Distributable Amount designated for the Claims. (c) The Plan also establishes a convenience class for (a) Allowed General Unsecured Claims in amounts equal to or below $250 and (b) 50% of Allowed Indirect Environmental Claims in amounts equal to or less than $500. Holders of these Claims will receive payment in cash equal to 89% of the amount of the Claims, which payments will be funded by the Backstop Parties through the purchase of the shares of New Common Stock to which the Holders of Convenience Claims would have otherwise been entitled. If a Holder of an Allowed General Unsecured Claim or Indirect Environmental Claim holds two or more Claims, one or more of which is in an amount less than $250 or $500 but an aggregated total of its Claims would be greater than $250 or $500 the Holder may elect to aggregate the claims for the purpose of participating in the Rights Offering. E. Cancellation of Old Equity Interests & Settlement Offer of New Warrants -- Equity Interests in Tronox Incorporated will be cancelled. For settlement purposes, Holders of Equity Interests in Tronox Incorporated will be entitled to vote on the Plan. If the class of Equity Interests votes in favor of the Plan, Holders of Equity Interests in Tronox Incorporated will receive their Pro Rata share of the New Warrants to be issued on the Effective Date pursuant to the terms of the New Warrant Agreement, the form of which will be included in the Plan Supplement. The New Warrants will be convertible into 5% of the New Common Stock to be issued on the Effective Date based on a total enterprise value for Reorganized Tronox of $1.5 billion. If the class of Equity Interests votes to reject the Plan, no distributions will be made on account of Equity Interests in Tronox Incorporated. F. Certain Conditions Precedent The Commitment of the Backstop Parties to fund the payments required by the Plan is subject to the terms and conditions set forth in the Equity Commitment Agreement. Among other things, the commitment will terminate if: (a) Tronox has not obtained committed exit financing or amended the Replacement DIP Agreement to provide for additional debt financing prior to entry of the Confirmation Order; (b) Any of the conditions set forth in Section 8 of the Equity Commitment Agreement are breached or otherwise become incapable of satisfaction, as the case may be, including with respect to (i) certain minimum liquidity requirements, (ii) the occurrence of a material adverse effect, (iii) approval of the Environmental Claims Settlement Agreement and (iv) caps on the amount of financing fees, Administrative Claims, Cure Claims, General Unsecured Claims and Indirect Environmental Claims; (c) The financial projections of Tronox are materially and adversely different from those set in the disclosure statement filed on July 7, 2010; (d) Tronox supports an alternative plan of reorganization, or if the Creditors' Committee or the Government Environmental Entities no longer support the Plan; or (e) The Effective Date of the Plan has not occurred on or prior to December 31, 2010. Recovery Analysis under Debtors' First Amended Plan The Debtors relate that in developing the Plan, they gave due consideration to various restructuring alternatives and engaged in extensive discussions and hard-fought and protracted multi- party negotiations regarding the terms of the Plan and the allocation of recoveries thereunder. With the assistance of professional advisors, the Debtors conducted careful reviews of their current operations, prospects as an ongoing business, financial projections and the Business Plan developed by management, and estimated recoveries in a liquidation scenario, the Debtors relate. Accordingly, the Debtors believe that their businesses and assets have significant value that would not be realized in liquidation or through a forced sale, either in whole or in substantial part. Given the sheer magnitude of Claims against Tronox, after payment of the Replacement DIP Facility and other Secured Claims, the Debtors' unencumbered assets are insufficient to satisfy non- priority Claims of its unsecured creditors who would receive minimal distributions in the absence of the settlement and consummation of the proposed Plan, the Debtors note. Pursuant to the Liquidation Analysis, outside of the proposed Plan, Holders of non-priority unsecured Claims would receive no distribution except from potential litigation recoveries. The recovery analysis is further impacted by the Environmental Claims asserted against Tronox as a result of historical activities at chemical, wood treatment, refining, coal, nuclear, offshore contract drilling, mining, waste disposal and other sites throughout the country. Federal, state, local, tribal and quasi-governmental agencies have filed more than 120 proofs of claim against Tronox asserting up to $10.5 billion in liabilities plus additional undetermined amounts. Although Tronox believes that the Claims are overstated, the Environmental Claims unquestionably comprise the largest class of Claims in the Chapter 11 cases -- and are too large for Tronox to achieve confirmation of a plan of reorganization without settlement or an extensive, complex and costly estimation process. Specifically, the Environmental Claims relate to several different categories of sites throughout the country for which Tronox is asserted to have some form of liability, including (a) "owned" sites; (b) "non-owned" sites and (c) contaminated off- site locations. The range of potential liability varies based on facts specific to each site or type of site and whether and to what extent a liability may be discharged in bankruptcy. Tronox's present estimate of minimum future costs at the sites subject to the government proofs of claims range, in the aggregate, from $1.4 to $5.1 billion -- placing their claims in excess of Tronox's total enterprise value. In addition to massive general unsecured claims, the Government Environmental Entities have asserted various priority or administrative expense claims against Tronox, which the Bankruptcy Code requires to be paid in full in cash upon emergence. The Debtors estimate that, within the set claim range, the potential administrative expense exposure for clean-up and penalty costs at owned sites is in the range of $300 to $500 million. The government believes the amounts subject to priority or administrative expense status are higher. In any case, absent a settlement, Tronox could not secure financing to pay the administrative claims in full to emerge from bankruptcy. Moreover, the Government Environmental Entities have rights to enforce clean-up and other remediation obligations against Tronox that may not be dischargeable in bankruptcy at all. As a result, if Tronox were unable to secure discharges of or releases from those obligations, Reorganized Tronox would continue to be burdened by those liabilities post-bankruptcy, which would create an insurmountable obstacle to obtaining financing for the reorganized business. The settlement embodied in the Plan is the result of exhaustive efforts by the Government Environmental Parties and the parties to the Plan Support Agreement undertaken throughout the 19 months since the Debtors filed for bankruptcy to work cooperatively and constructively towards a fair, equitable and feasible plan of reorganization, taking into account the massive claims against their estates, the limited sources of value available for distribution, the need for the Debtors to emerge from Chapter 11 free of their legacy environmental, tort and other liabilities, and the need to raise the right levels of debt and equity financing to effectuate a fresh start for their businesses. Treatment of Claims under Debtors' First Amended Plan Under the First Amended Plan, claims under these classes will be treated differently compared to the Plan's previous version: (a) Class 3: General Unsecured Claims, Including Unsecured Notes Claims -- Holders will receive their pro rata share of the general unsecured claims pool, which consists of 16.9% of the New Common Stock in Reorganized Tronox and the rights to purchase New Common Stock pursuant to the terms of the Rights Offering. Claims under the class is estimated to aggregate $445.6 million and will have a recovery of 75 to 100 percent under the First Amended Plan. (b) Class 4: Tort Claims -- Holders will receive distribution from the applicable Tort Claims Trust. Claims under the class is estimated to aggregate $500 million to $1 billion and will have a recovery of at least $16.5 million. (c) Class 5: Environmental Claims -- The Environmental Response Trusts will be funded with these considerations: (i) the right to 88% of the proceeds of the Anadarko Litigation; (ii) $270 million in cash; (iii) the Environmental Trust Assets; (iv) the Nevada Assets; and (v) the Environmental Insurance Assets. The Claims are expected to have at least a $320 million recovery. (d) Class 6: Indirect Environmental Claims -- Holders of Allowed Indirect Environmental Claims will have their Allowed Claims split for purposes of sharing in the distributions to Holders of General Unsecured Claims and Holders of Tort Claims as follows: 50% of the amount of each Allowed Indirect Environmental Claim will be treated in accordance with the treatment provided to Class 3 General Unsecured Claims, and will receive its Pro Rata share of (i) New Common Stock allocated to the GUC Pool and (ii) Rights to participate in the Rights Offering; and 50% of the amount of each Allowed Indirect Environmental Claim will receive its Pro Rata share of up to 12.5% of the Tort Claims Trust Distributable Amount. The claims under the class is estimated to aggregate $50 million and expected to have a recovery of 75 to 100 percent on half of the claim. (e) Class 7: Convenience Claims -- The First Amended Plan establishes a convenience class for (i) each Allowed General Unsecured Claim in an amount less than $250 and (ii) 50% of each Allowed Indirect Environmental Claim in an amount less than $500. If a Holder of an Allowed General Unsecured Claim or Indirect Environmental Claim holds two or more Claims, one or more of which is in an amount less than $250 or $500 but an aggregated total of its Claims would be greater than $250 or $500, the Holder may elect to aggregate the Claims for the purpose of participating in the Rights Offering. On the later of the Effective Date and as soon as practicable after the Convenience Claim becomes Allowed, each Holder of an Allowed Convenience Claim will receive payment in Cash of 89% of the amount of the Allowed Convenience Claim. The payments will be funded by the Backstop Parties through the purchase of the shares of New Common Stock to which the Holders of Convenience Claims would otherwise have been entitled, in lieu of receiving their Pro Rata share of New Common Stock. Convenience Claims aggregate $25,000 and will have an 89% recovery value. (f) Class 8: Equity Interests in Tronox, Inc. -- Holders will receive its pro rata share of New Warrants if the class votes in favor of the Plan. However, claims in the class will not receive any distribution if it votes to reject the Plan. Class 8 is expected to have a $1 to $4 million recovery. Blacklined version of the Debtors' First Amended Plan is available for free at http://bankrupt.com/misc/Trnx1stAmPlan.pdf Blacklined version of the Disclosure Statement is available for free at http://bankrupt.com/misc/Trnx1stAmDS.pdf Debtors' Proposed Plan Confirmation Dates In accordance with their filing of the First Amended Plan and Disclosure Statement, the Debtors submitted a revised proposed order approving the Disclosure Statement, which proposes to establish these dates and deadlines with respect to voting on and confirmation of the Plan: September 22, 2010 Record Date October 15, 2010 Deadline to File Rule 3018(a) motion November 5, 2010 Voting Deadline November 5, 2010 Plan Objection Deadline Terms Under Equity Committee's Plan Under the Equity Committee Plan, Class 1 Priority Non-Tax Claims and Class 2 Secured Claims are unimpaired and not entitled to vote. Class 3 General Unsecured Claims, Class 4 Tort Claims, Class 5 Environmental Claims, Class 6 Indirect Environmental Claims, Class 7 Equity Stock Interests and Class 8 Other Equity Interests are impaired and entitled to vote under the Plan. The Rights Offering under the Equity Committee Plan will be consummated in accordance with the Rights Offering Procedures to be distributed as Part of the Plan Supplement. The Rights Offering consists of an offering of New Common Stock for $135 million in Cash, which will be open to all Eligible Holders. The par value of the New Common Stock will be $0.01 with a per share Equity Plan Value of $19.73. The issuance of the New Common Stock by Reorganized Tronox Incorporated, including pursuant to the Rights Offering and options, restricted stock or other equity awards reserved for the Management Equity Incentive Plan, is authorized without the need for any further corporate action or without any further action by the Holders of Claims. No less than 38,520,000 common shares will be authorized under the New Certificate of Incorporation. On the Effective Date, 13,500,000 shares of New Common Stock will be issued pursuant to the Rights Offering and 24,075,000 shares of New Common Stock shall be issued to the GUC Pool for Distribution. 945,000 shares will be issued pursuant to the Plan Equity Sponsor Commitment Premium. Additional New Common Stock may be issued pursuant to the Management Equity Incentive Plan. A full-text copy of the Equity Committee Plan is available for free at http://bankrupt.com/misc/tronoxecplan.pdf A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/tronoxecds.pdf The Official Committee of Equity Security Holders asks the Court to approve the disclosure statement explaining the Plan of Reorganization the panel filed for the Debtors as containing "adequate information" within the meaning of Section 1125(a) of the Bankruptcy Code. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Seeks Approval of Plan Deal With Creditors Committee ---------------------------------------------------------------- Tronox Inc. and its units ask authority from U.S. Bankruptcy Judge Allan Gropper to enter into: (a) a plan support agreement with the Official Committee of Unsecured Creditors and certain of its members and certain holders representing more than 58% in amount of Tronox Inc.'s prepetition unsecured notes; and (b) an equity commitment agreement among Tronox and the Backstop Parties and pay certain fees and expenses in connection with the backstop agreement. The Debtors also seek the Court's approval of procedures and related rights exercise forms for a rights offering to be conducted in connection with Tronox's First Amended Plan of Reorganization. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, relates that the Debtors reached an agreement in principle on the terms of a global settlement with their key creditor constituencies. He says that based in large part on the plan framework from December 2009, the settlement is predicated upon a resolution of Tronox's legacy environmental and tort liabilities -- and ensuring that Reorganized Tronox emerges from Chapter 11 well-capitalized, free of its legacy liabilities and poised to compete effectively and explore opportunities for growth. Among other consideration, the Amended Plan will provide $270 million in cash to governmental environmental claimants and environmental response trusts and $12.5 million in cash to tort claimants, Mr. Cieri tells the Court. He reveals that to fund the cash payments, Tronox will rely on a combination of debt and equity financing: -- Tronox will increase its exit financing by $90 million so that total funded debt at exit will not exceed approximately $468 million; -- Tronox will raise equity financing of $170 million through a rights offering for approximately 78% of the new common stock to be issued by reorganized Tronox, which will be open to all unsecured creditors, subject to certain eligibility requirements. Because the Backstop Parties have agreed to purchase any unsubscribed shares, Tronox is assured of raising the full $170 million; and -- The Backstop Parties have also agreed to provide Tronox with $15 million in cash in exchange for convertible preferred stock to be issued on the plan effective date. To memorialize the key terms of the revised plan and the Backstop Parties' equity commitment, Tronox has entered into the new Plan Support Agreement and Equity Commitment Agreement. Mr. Cieri asserts that entry into the Plan Support and the Equity Commitment Agreement, and the adoption of the procedures and exercise forms for the Rights Offering, collectively represent a sound exercise of Tronox's business judgment that will pave the way for Tronox to confirm a plan of reorganization that -- after months of hard-fought negotiations -- embodies a comprehensive settlement of complex issues among Tronox's creditors that maximizes the value of these estates and fairly allocate that value among creditors. "No alternative plan exists that can provide this level of certainty regarding a global settlement, as well as an appropriate capital structure for reorganized Tronox," Mr. Cieri contends. Plan Support and Commitment Agreements The Plan Support Agreement sets forth the parties' commitment to and obligations with respect to the amended Plan, which will conform to a term sheet. The Plan Support Agreement includes customary conditions, like an agreement to support the Plan, negotiate in good faith to reach definitive documentation and not take any actions that will delay or impede consummation of the revised Plan. It also contains a customary fiduciary out provision for Tronox and others. The Equity Commitment Agreement sets forth the terms and conditions upon which the Backstop Parties will commit the financing to backstop the Rights Offering and purchase the New Convertible Preferred Stock. The material terms of the Equity Commitment Agreement are: * Equity Investment: The Backstop Parties have committed to provide (a) up to $170 million in cash on the Effective Date pursuant to the Rights Offering and (b) $15 million in cash on the Effective Date to purchase the New Convertible Preferred Stock, for a total equity commitment of $185 million. These funds will be utilized, in conjunction with the proceeds of the Exit Credit Facility, to satisfy Tronox's obligations under the Plan and to meet the working capital and general corporate needs of Reorganized Tronox. * Backstop Commitment: The Backstop Parties have agreed to purchase any of the unsubscribed shares offered in the Rights Offering, for a stake of up to 78.4% of the New Common Stock to be issued on the Effective Date, and their ultimate ownership percentage will depend on the participation levels of Eligible Holders in the Rights Offering. In addition, the Backstop Parties have committed to purchase $15 million of New Convertible Preferred Stock, which will accrue dividends at a rate of 8% per annum, payable quarterly in cash, and may be converted into shares of New Common Stock equal to 3.9% of the New Common Stock to be issued on the Effective Date. * Backstop Consideration: On account of their equity financing commitment, the Backstop Parties will receive Equity Backstop Consideration equal to 6% of their $170 million Rights Offering equity commitment, paid in shares Of New Common Stock equal to 4.7% of the New Common Stock to be issued on the Effective Date. If the Plan is not consummated, then, subject to certain exceptions, the Backstop Parties will be entitled to Cash Backstop Consideration equal to 6% of their total equity commitment on account of the Rights Offering and the New Convertible Preferred Stock, or $11.1 million. * Transaction Expenses: Tronox will pay the reasonable and documented fees and out-of-pocket expenses of the legal and financial advisors to the Backstop Parties accrued during Tronox's Chapter 11 cases. The Equity Commitment Agreement contains a fiduciary out provision for Tronox. It also contains milestones that parallel those in the Plan Support Agreement, as well as certain termination events, including, among others: * If the terms and conditions of any final documentation do not reflect the economic terms set in the Term Sheet, including with respect to the treatment of Claims and Equity Interests under the Plan; * If Tronox has not obtained committed exit financing or amended the Replacement DIP Agreement to provide for additional debt financing prior to entry of the Confirmation Order; * If any of the conditions set forth in Section 8 of the Equity Commitment Agreement become incapable of satisfaction, including with respect to (a) certain minimum liquidity requirements, (b) the absence of a material adverse effect, (c) approval of the Environmental Claims Settlement Agreement and (d) caps on the amount of financing fees, administrative claims, cure claims, General Unsecured Claims and Indirect Environmental Claims; * If the financial projections of Tronox are materially and adversely different from those set forth in the disclosure statement filed on July 7, 2010; * If Tronox supports a Competing Transaction, or if the Creditors' Committee or the Government Environmental Entities no longer support the Plan; and * If the Effective Date of the Plan has not occurred on or prior to December 31, 2010. Rights Offering Procedures Tronox will conduct a rights offering open to all Eligible Holders of General Unsecured Claims and Indirect Environmental Claims as of the voting record date to be established by the order approving the Disclosure Statement and the procedures for soliciting and tabulating votes on the Plan. Eligible Holders will receive rights, but not the obligation, to purchase their pro rata share of 11,756,570 shares of New Common Stock in the Rights Offering. To implement the Rights Offering, Tronox will mail Eligible Holders a form, contemporaneously with the mailing of each Eligible Holder's ballot to vote on the Plan. The Rights Exercise Form is the means by which Eligible Holders will exercise their Rights and will indicate, among other things, the price per share of New Common Stock payable in connection with the Rights Offering. If any Eligible Holder fails to deliver a duly completed Rights Exercise Form so that the form is actually received by Kurtzman Carson Consultants LLC on or before the voting deadline for the Plan, the Rights will expire and be cancelled, and the Eligible Holder will not be able to exercise the Rights. For those Eligible Holders holding shares through a nominee, to exercise its rights, the Eligible Holder must provide instructions to its bank, broker or other nominee or agent, who then, in turn, must convey the instructions to the Subscription Agent on or before the Rights Expiration Date. Additionally, the Rights Offering Procedures provide that to exercise Rights, each Eligible Holder or nominee must pay or arrange for payment of the total subscription price, by wire transfer of immediately available funds or bank cashier's check based upon the price determined pursuant to the Rights Offering Procedures, to the Subscription Agent on or before the Rights Expiration Date, so that both the Rights Exercise Form and payment of the Subscription Purchase Price are actually received by the Subscription Agent prior to the Rights Expiration Date. If the Subscription Agent for any reason does not timely receive from or on behalf of the participating Eligible Holder a duly completed Rights Exercise Form and immediately available funds by wire or other transfer in an amount equal to the Subscription Purchase Price for the Eligible Holder, the Eligible Holder's Rights will expire and be cancelled. "The execution of the Plan Support Agreement and the Equity Commitment Agreement, as well as the support of the United States and the Nevada Parties, represents further progress in our restructuring and a significant step towards emerging from chapter 11 in the coming months, free of our legacy environmental and tort liabilities," Dennis L. Wanlass, Chairman and Chief Executive Officer of Tronox Incorporated said in a press release. "We appreciate the continued patience and support of our customers, suppliers and employees as we work to exit Chapter 11 as quickly as possible, and we are confident that we are taking the appropriate steps to position Tronox as a financially strong competitor in the titanium dioxide and specialty chemical industries for years to come," Mr. Wanlass added. A full-text copy of the Plan Support Agreement is available for free at http://bankrupt.com/misc/TrnxPlnSuppAgrmt.pdf A full-text copy of the Term Sheet is available for free at http://bankrupt.com/misc/TrnxTermSheet.pdf A full-text copy of the Equity Commitment Agreement is available for free at http://bankrupt.com/misc/TrnxEqtyCommAgrmt.pdf A full-text copy of the Rights Offering Procedures is available for free at http://bankrupt.com/misc/TrnxRightsOfferingProc.pdf About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: To Assume Retirement & Pension Plans ------------------------------------------------ Tronox Inc. and the Pension Benefit Guaranty Corporation entered into a Court-approved stipulation agreeing that PBGC's three claims will be withdrawn on the effective date of the Debtors' Plan of Reorganization. PBGC's Claims are: * Claim No. 1014 as a contingent and unliquidated general unsecured and administrative priority claim on account of potential statutory liability of the Debtors under Section 1307 of Title 29 of the U.S. Code related to the Tronox Incorporated Retirement Plan for pre- and post-Petition Date events; * Claim No. 1132 as a contingent and estimated general unsecured, priority tax and administrative priority claim in the amount of $214,300,000 on account of potential statutory liability of the Debtors for unfunded benefit liabilities of the Tronox Incorporated Retirement Plan pertaining to pre- and post-Petition Date events; and * Claim No. 1133 as a contingent and unliquidated general unsecured, priority and administrative priority claim on account of potential statutory liability under for unpaid minimum funding contributions to the Tronox Incorporated Retirement Plan for pre- and post-petition Date events. Pursuant to the Debtors' Plan, Reorganized Tronox will assume the Tronox Incorporated Retirement Plan and the Pension Plan will be continued in accordance with its terms. Reorganized Tronox will satisfy the minimum funding standards, be liable for the payment of PBGC premiums in accordance with Title IV of the Employee Retirement Income Security Act, subject to any and all applicable rights and defenses of the Tronox Debtors, and administer the Pension Plan in accordance with the provisions of ERISA and the Internal Revenue Code. Notwithstanding any provision of the Plan or the Confirmation Order to the contrary, the Pension Plan will be continued and administered in accordance with ERISA and the Internal Revenue Code, the stipulation provided. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMAN FAMILY: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Truman Family Limited Partnership 4682 N. Cimarron Road Las Vegas, NV 89129 Bankruptcy Case No.: 10-26871 Chapter 11 Petition Date: September 3, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: David J. Winterton, Esq. 211 N. Buffalo Drive, #A Las Vegas, NV 89145 Tel: (702) 363-0317 E-mail: david@davidwinterton.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Mitchell Truman, president of Oshkosh Corp, general partner. Debtor's List of five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ LNR Capital, Inc -- $12,903,411 1601 Washington Avenue, Suite 700 Miami Beach, FL 33139-3165 Mountain States Contracting -- $3,875 6813 W. Frier Drive Glendale, AZ 85303-1312 Pete King Nevada Corp -- $2,500 2575 E. Lone Mountain Road North Las Vegas, NV 89081-2651 Seller/Miles CPAs -- $2,250 Legacy Park -- $544 TYRONE HUBBARD: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Tyrone V. Hubbard 1118 Tram Road Townsend, GA 31331 Bankruptcy Case No.: 10-21167 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Brunswick) Debtor's Counsel: Robert H. Baer, Esq. LAW OFFICE OF ROBERT H. BAER P.O. Box 1792 Brunswick, GA 31521 Tel: (912) 264-3120 Fax: (912) 265-8337 E-mail: robertbaer@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb10-21167.pdf UDIPI SRI: Case Summary & Largest Unsecured Creditor ---------------------------------------------------- Debtor: Udipi Sri Krishna Inc. dba Ramada Ltd. P.O. Box 127 Van Horn, TX 79855 Bankruptcy Case No.: 10-31889 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: Leif M. Clark Debtor's Counsel: Sidney J. Diamond, Esq. DIAMOND LAW 3800 N Mesa C-4 El Paso, TX 79902 Tel: (915) 532-3327 Fax: (915) 532-3355 E-mail: usbc@sidneydiamond.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wyndham Worldwide, Inc. Franchise Fees and $60,000 22 Sylvan Way Royalties Parsippany, NJ 07054 The petition was signed by Kushal R. Shetty, president. UNIFI INC: Directors Sileck & Loo Won't Stand for Re-Election ------------------------------------------------------------- Unifi Inc. received on Aug. 19, 2010, notice from Michael Sileck, one of the Company's directors, that he will not stand for re- election for his director position at the Registrant's next annual meeting of shareholders. In addition, on August 22, 2010, the Company received notice from Mr. Chiu Cheng Anthony Loo, one of the Company's directors, that he will not stand for re-election for his director position at the Annual Meeting. About Unifi Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and http://www.repreve.com/-- is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company adds value to the supply chain and enhances consumer demand for its products through the development and introduction of branded yarns that provide unique performance, comfort and aesthetic advantages. Key Unifi brands include, but are not limited to: AIO(R) - all-in-one performance yarns, SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R), MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily found in home furnishings, apparel, legwear, and sewing thread, as well as industrial, automotive, military, and medical applications. As reported by the Troubled Company Reporter on November 20, 2009, Moody's Investors Service revised Unifi, Inc.'s ratings outlook to stable from negative. Moody's affirmed the company's Caa1 Corporate Family and Probability of Default Ratings, and the Caa2 rating on its senior secured notes due 2014. Standard & Poor's Ratings Services said that it placed its ratings, including the 'B-' corporate credit rating, on Greensboro, N.C.-based Unifi Inc. on CreditWatch with positive implications. UNITED REPROGRAPHICS: Case Summary & 20 Largest Unsec Creditors --------------------------------------------------------------- Debtor: United Reprographics LLC 1750 4th Ave S Seattle, WA 98134-1502 Bankruptcy Case No.: 10-20563 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Samuel J. Steiner Debtor's Counsel: Charles A. Johnson, Jr., Esq. LAW OFFICES OF CHARLIE JOHNSON 5413 Meridian Ave N Ste A Seattle, WA 98103-6138 Tel: (206) 632-8980 E-mail: charlie@johnsonlaw.com Scheduled Assets: $734,225 Scheduled Debts: $1,473,903 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-20563.pdf The petition was signed by Brian K. Sims. UNIVAR INC: S&P Affirms Corporate Credit Rating at 'B' ------------------------------------------------------ Standard & Poor's Ratings Services affirmed the 'B' corporate credit rating on Univar Inc. and removed all ratings from CreditWatch. The ratings had been placed on CreditWatch with positive implications on June 30, 2010, following the company's announcement of a proposed IPO. The outlook is positive. Based on preliminary terms and conditions, S&P assigned 'B' preliminary issue-level ratings (the same as the 'B' corporate credit rating) and '3' preliminary recovery ratings to the company's proposed amended $135.9 million loan term A due 2016, amended $872.4 million term loan B due 2016, and a new $300 million term loan C facility due June 2017. This indicates S&P's expectation for meaningful (50%-70%) recovery in the event of a payment default. At the same time, S&P lowered the issue- level ratings on the existing term loan A and existing term loan B to 'B' from 'B+' and revised the recovery ratings to '3' from '2'. Univar is also proposing an amendment and maturity extension (five years from close) to its unrated existing $1.1 billion asset-based revolving credit facility and amendment and extension of its existing unrated $600 million senior subordinated note issue with a proposed seven-year term. The proposed dividend recapitalization will be funded by approximately $763 million in proceeds from the sale of a 42.5% equity stake to Clayton, Dubilier & Rice LLC, $300 million from a new senior secured term loan C facility, $160 million drawn on a new ABL revolving credit facility, and about $61 million from cash from the balance sheet. As part of this transaction, CVC Partners and other existing shareholders of Univar Inc. will sell approximately 42.5% of their ownership in the company on a pro rata basis. PPBs will be paid in full and the obligations will be extinguished through the $1.2 billion in expected proceeds. Pro forma for the transaction, S&P expects leverage, including the PPBs issued by Univar's parent, to decrease to about 5.8x from 7.5x currently and FFO to adjusted debt to increase to 8.5% from 6.6%. "Although S&P would continue to view the financial profile as highly leveraged pro forma for the proposed transaction, S&P view the debt reduction meaningful enough to support a positive outlook," said Standard & Poor's credit analyst Henry Fukuchi. "This outlook also indicates S&P's view that Univar will be able to achieve a leverage ratio approaching 5x in the next year or so, which could potentially warrant a slightly higher corporate credit rating." The positive outlook reflects an improved financial profile based on a material debt reduction and S&P's expectation for improving credit metrics. S&P expects favorable trends should continue supported by increased volumes and economic conditions recovering in the next few years. The positive outlook also reflects S&P's view that decent cash flow generation should continue to support future cash outlays, small bolt-on acquisitions, and gradual debt reduction. Based on its scenario forecast, S&P could raise the ratings modestly if FFO to total adjusted debt of 10% is achieved through a business cycle and total adjusted debt to earnings before depreciation and amortization decreases below 5x and remains stable over time. Although S&P does not expect to lower the ratings, S&P could do so if liquidity declines meaningfully or if free cash flow generation is lower than projected because of unexpected business challenges. Based on the scenario S&P is forecasting, S&P could lower the rating if operating margins weaken by 150 basis points or more, or if volumes decline 20% or more from current expectations. At this point, S&P expects that the company's credit metrics would weaken, including leverage deteriorating to 7x and FFO to total adjusted debt decreasing to the mid-single-digit area. S&P could also lower the ratings if unexpected cash outlays or financial policy decisions reduce the company's liquidity position or stretches the financial profile beyond a level expected for the current ratings. URBAN GREEN: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Urban Green Cherokee Developers, LLC 400 Peachtree Indurstrial Blvd. #504, Suite 5 Suwanee, GA 30024 Bankruptcy Case No.: 10-86073 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Jimmy C. Luke, Esq. FOLTZ MARTIN, LLC Suite 750, 5 Piedmont Center Atlanta, GA 30305 Tel: (404) 231-9397 Fax: (404) 237-1659 E-mail: jluke@foltzmartin.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-86073.pdf The petition was signed by Michael Lant, manager of Debtor's sole member. US AEROSPACE: David Duquette Steps Down as Chief Executive Officer ------------------------------------------------------------------ U.S. Aerospace Inc. David Duquette resigned on Aug. 16, 2010, as Chief Executive Officer and as a member of Board of Directors, and Josef Czikmantori resigned as our Secretary. They did not resign because of any disagreement on any matter relating to the Company's operations, policies or practices. About U.S. Aerospace, Inc. U.S. Aerospace, Inc. -- http://www.USAerospace.com-- is a publicly traded aerospace and defense contractor based in Southern California. The Company supplies aircraft assemblies, structural components and highly-engineered, precision-machined details for commercial and military aircraft. * * * The Company's balance sheet at June 30, 2010, showed $5.67 million in total assets, $12.38 million in total liabilities, and a $6.71 million stockholders' deficit. US CONCRETE: $75MM Revolving Facility to Mature August 31, 2014 --------------------------------------------------------------- On August 31, 2010, the effective date of U.S. Concrete, Inc. and its subsidiaries' Joint Plan of Reorganization, the Company entered into a new credit agreement with a group of banks led by JPMorgan Chase Bank, N.A., which provides for a $75.0 million asset-based revolving credit facility. The Company also issued $55.0 million aggregate principal amount of 9.5% Convertible Secured Notes due 2015 pursuant to a subscription offering contemplated by the Plan. In a regulatory filing Thursday, the Company provided a description of certain material terms of the Revolving Facility and the Indenture governing the issuance of the Convertible Notes. Up to $30 million of the Revolving Facility is available for the issuance of letters of credit, and any such issuance of letters of credit will reduce the amount available for loans under the Revolving Facility. Advances under the Revolving Facility are subject to a Borrowing Base (as defined in the Credit Agreement). At the Company's option, loans may be maintained from time to time at an interest rate equal to the Eurodollar-based rate ("LIBOR") or the applicable domestic rate ("CB Floating Rate"). The Revolving Facility will mature four years after the Effective Date, on which date the loans are due and payable in full. The Convertible Notes are governed by an indenture, dated as of August 31, 2010, among the Company, certain subsidiaries of the Company, as guarantors, and U.S. Bank National Association, as trustee and noteholder collateral agent. Under the terms of the Indenture, the Convertible Notes bear interest at a rate of 9.5% per annum and will mature on August 31, 2015. Interest payments will be payable quarterly in cash in arrears. A full-text copy of the Credit Agreement, dated as of August 31, 2010, is available for free at: http://researcharchives.com/t/s?6ab0 A full-text copy of the Indenture, dated as of August 31, 2010, is available for free at http://researcharchives.com/t/s?6aaf About U.S. Concrete Houston, Texas-based U.S. Concrete, Inc. -- http://www.us- concrete.com/ -- is a major producer of ready-mixed concrete, precast concrete products and concrete-related products in select markets in the United States. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. The Company filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. D. Del. Case No. 10-11407). Patrick J. Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Company in its restructuring effort as bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. The Company scheduled assets of $389,160,000 and debts of $399,351,000 as of the Petition Date. The Debtor's affiliates, Alberta Investments, Inc., et al., filed separate Chapter 11 petitions on April 29, 2010. The Company's balance sheet as of June 30, 2010, showed $403.2 million in total assets, $451.7 million in total liabilities, and a stockholders' deficit of $48.5 million. As reported in the Troubled Company Reporter on August 2, 2010, the Bankruptcy Court has confirmed the Company's Plan of Reorganization. As previously announced, the Company's Plan provides for the conversion of approximately $285 million of principal amount of 8.375% Senior Subordinated Notes due 2014 into equity of the reorganized company. Trade creditors are currently being paid in full in the ordinary course and are unaffected by the restructuring. On August 31, 2010, the Debtors consummated their reorganization under the Bankruptcy Code and the Plan became effective. VALENCE TECHNOLOGY: Stockholders Elect Five Directors ----------------------------------------------------- Valence Technology Inc. held its 2010 Annual Meeting of Stockholders on Sept. 2, 2010. At the 2010 Annual Meeting, the company's stockholders voted on the election of directors and ratification of the independent auditor. At the 2010 Annual Meeting, the stockholders elected each of the following nominees as directors, to serve on the Company's Board of Directors until the 2011 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Each nominee received affirmative votes from more than a majority of the votes cast: * Carl E. Berg, * Robert L. Kanode, * Vassilis G. Keramidas, * Bert C. Roberts, Jr., and * Donn V. Tognazzini In addition, the stockholders also voted to ratify the appointment of PMB Helin Donovan LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2011. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company's balance sheet at June 30, 2010, showed $22.75 million in total assets, $94.51 million in total liabilities, and a stockholders' deficit of $80.37 million. PMB Helin Donovan LLP expressed substantial doubt about Valence Technology Inc.'s ability as a going concern following the Company's fiscal 2010 results. The Company has incurred operating losses each year since its inception in 1989 and had an accumulated deficit of $581 million as of March 31, 2010. For the fiscal years ended March 31, 2010, 2009, and 2008 the Company sustained net losses available to common stockholders of $23.2 million, $21.4 million, and $19.6 million, respectively. VAN HAM: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------- Debtor: Van Ham Dairy Leasing, LLC 1290 N. Shoop Avenue, Suite 140 Wauseon, OH 43567 Bankruptcy Case No.: 10-36120 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Richard L. Speer Debtor's Counsel: David J. Coyle, Esq. SHUMAKER, LOOP & KENDRICK, LLP 1000 Jackson St N Courthouse Sq Toledo, OH 43604-5573 Tel: (419) 241-9000 E-mail: dcoyle@slk-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohnb10-36120.pdf The petition was signed by Aldert H. Nieuwenhuis, manager. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Van Ham Dairy, LLC 10-33231 05/10/10 VERTIS INC: Moody's Reviews 'Caa1' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service placed its ratings for Vertis Inc. under Review (Direction Uncertain). The review follows the company's recent announcement that the term structure of its initially proposed out-of-court debt restructuring, for which Moody's had originally assigned ratings based on the assumed successful completion of that transaction back in August, is likely to materially change, and depending on the nature of such prospective change(s) ratings could be lowered and/or raised. This is a summary of Moody's ratings for Vertis and the rating actions: On review, direction uncertain: Issuer: Vertis, Inc. -- Corporate Family Rating, Caa1 -- Probability of Default Rating, Caa1 -- Senior Secured 1st Lien Term Loan - B2, LGD3-30% On September 1, 2010, the company announced its intention to increase the amount of the first lien term loan financing to $500 million from $365 million. At this time, it is not clear whether other changes may be forthcoming. The review will include an assessment of Vertis' revised proposal for the company's debt and equity capital structure. All ratings had previously been assigned as part of the proposed refinancing. The restructuring/refinancing transactions are subject to a number of conditions, including minimum participation requirements on the company's exchange offerings. Moody's assumes these conditions will be met but ratings are subject to a review of the final results of the company's restructuring and the terms and conditions of the debt instruments. The proposed transactions would be a second restructuring on the heels of Vertis' 2008 bankruptcy reorganization. Moody's last rating action was on August 13, 2010, when Moody's assigned a B2 rating on the notably reduced (from $425 million previously) proposed $365 million senior secured first lien term loan. Vertis' ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Vertis' core industry and Vertis' ratings are believed to be comparable to those of other issuers of similar credit risk. Vertis, headquartered in Baltimore, MD, provides advertising, direct marketing and interactive products and services to clients across North America. Vertis merged with ACG in October 2008 upon the emergence of both companies from July 2008 pre-packaged bankruptcy filings. Avenue Capital will control a majority of the equity and the board of directors upon completion of the proposed refinancing/restructuring. Revenue was approximately $1.3 billion in FY 2009. VETTE FAMILY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Vette Family, LP 1595 Mt. Lebanon Rd. Cedar Hill, TX 75104 Bankruptcy Case No.: 10-36160 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: courts@joycelindauer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Teresa L. O'Steen, limited partner. VISTEON CORP: Hearing on Equity Committee Plea on Sept. 27 ---------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on the request for the appointment of an official equity committee in Visteon Corp.'s cases on September 27, 2010. Objections are due no later than September 20. In separate letters filed with the Court from August 26 to 30, 2010, Ron Reina, Luqman Yacub and Diana Diebler, shareholders of Visteon Corp., also ask the Court to direct appointment of an official equity committee. Mr. Reina said it is vital that the non-hedge fund shareholders be identified as a distinct and separate entity from the hedge funds and all dual treatment cease. Mr. Yacub informed the Court that retail shareholders no longer trust the Debtors' management to be fair in the processes, who are trying to appease their future employers than the current shareholders. The existing shareholders are still the lawful owners of the company at this time, Mr. Yacub insisted. Therefore, Mr. Yacub asks the Court to (i) make the present, expired, valuation analysis null and void and order an independent evaluation to find the true enterprise value of the company, and (ii) appoint an official shareholders committee, so that small shareholders can have a seat at the table. In a subsequent letter dated August 31, Mr. Yacub refuted the Debtors' claim that there is no disparate treatment of Ad Hoc Equity Committee shareholders and questions the validity of the liquidity valuation analysis. Ms. Diana Diebler asks the Court to provide an equity committee to make the Debtors' bankruptcy a fair one for all the J-class common shareholders. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. 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 disclosed assets of US$4,561,000,000 and debts of US$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 effort. 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). WADE LIND: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Joint Debtors: Wade W. Lind aka Ten Redwoods, LLC aka Sunset Hills Memorial Gardens aka Sunset Hills Cemetery aka Sunset Hills Funeral Home aka Sunset Hills Crematorium aka Sunset Hills Crematory Melissa L. Lind 2605 Lawrence St. Eugene, OR 97405 Tel: (541) 338-8182 Bankruptcy Case No.: 10-65411 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court District of Oregon Judge: Albert E. Radcliffe Debtor's Counsel: Wilson C. Muhlheim, Esq. MUHLHEIM BOYD 88 E Broadway Eugene, OR 97401-2933 Tel: (541) 868-8005 E-mail: ecf@mb-lawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/orb10-65411.pdf WECK CORP: Asks for Court's Nod to Auction Assets ------------------------------------------------- The Weck Corp, et al., ask for authorization from the U.S. Bankruptcy Court for the Southern District of New York to sell substantially all of the Debtors' assets through an auction. The Debtors have filed with the Court their proposed bidding procedures, a copy of which is available for free at: http://bankrupt.com/misc/WECK_sale_biddingprocedures.pdf According to the bidding procedures, GH Acquisition, LLC, will be paid (a) a breakup fee of 3% of the Investment or $402,750 and (b) reimbursement of expenses not to exceed $150,000. For many months, the Debtors have been in discussions with various parties-in-interest regarding the terms of a proposed plan of reorganization. During the past two months, the Debtors have focused their efforts on negotiations with Meridian Acquisition Ventures, LLC, a potential investor. Thereafter, the Debtors and Triton Equity Partners LLC entered into negotiations with the Meridian Investor with respect to an infusion of capital by the Meridian Investor on specific terms and conditions, which would allow the Debtors to achieve their goals of a restructuring and reorganization. The Debtors then reached an agreement with GH Acquisition, an entity formed by the Meridian Investor and certain other pre-petition equity holders and members of management to restructure the Debtors' financial position in the context of a Chapter 11 bankruptcy proceeding. The Debtors propose that the deadline for the submission of bids be no later than noon (prevailing Eastern Time) on October 5, 2010. Each potential investor must submit a $500,000 deposit with its proposal. On or before October 7, 2010, the Debtors intend to select, in their business judgment, proposals that qualify for participation in the auction. The Debtors will notify each interested party that is a qualified bidder and qualifies to participate in the auction, in writing, on or before 5:00 p.m. on October 8, 2010. On or before 9:30 a.m. on October 12, 2010, the Debtors will select, in their business judgment, the transaction they intend to use to commence the auction. If the Debtors receive a timely qualified bid, the auction will be held on October 12, 2010 at 10:00 a.m. At the close of the auction, the Debtors will identify the qualified bidder with the highest or otherwise best bid. If no qualifying bid is received, there will be no auction, and a disclosure statement hearing will be scheduled for October 2010. Headquartered in New York, The Weck Corporation operates a housewares and home furnishings business at six retail store locations, utilizing seven store leases, a warehouse lease and an office lease, and an internet-based business, all under the name Gracious Home. Gracious Home offers a wide range of customized products and services, including personal shopping, corporate and bridal gifts, decorative hardware, lighting and plumbing, key making, knife sharpening, lamp re-wiring, vacuum repairs, custom window treatments and stationary. The Weck filed for Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. S.D.N.Y. Case No. 10-14349). Mark T. Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353), Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate Chapter 11 petitions on August 13, 2010. WECK CORP: Gets Court's Interim Nod to Obtain DIP Financing ----------------------------------------------------------- The Weck Corporation, et al., sought and obtained interim authorization from Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York to obtain postpetition secured financing from with NewAlliance Bank, acting through its NewAlliance Commercial Finance Operating Division. The Debtors are authorized to borrow up to up to $500,000 during the interim period. The DIP lender has committed to provide up to up to $3,425,000. The DIP facility will mature November 30, 2010. Rosanne T. Matzat, Esq., of the Hahn & Hessen LLP, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The advances made to the Debtors at the Base Rate will bear interest at the per annum rate equal to the Base Rate plus 4.0%, and advances made to the Debtors at the LIBOR Rate will bear interest at the per annum rate equal to the LIBOR Rate plus 5.0% per annum. Upon entry of the final order, (a) additional advances and financial accommodations by the DIP Lender will be made such that the aggregate outstanding amount of advances and letters of credit issued under the DIP financing arrangement will not exceed $3,425,000, but exclusive of replacement letters of credit, and (b) replacement letters of credit may be issued in aggregate amount not to exceed $2,358,441.71 inclusive of those issued under the interim court order. The Debtors will pay to the DIP Lender a commitment fee of $300,000 and an annual administrative fee in the amount of $36,000 per year, payable monthly in advance with the first payment of $3,000 due and payable on the effective date. The Debtors will pay an unused line of credit fee, which will accrue at a rate equal to 0.50% per annum times the average daily unused portion of the line of credit, payable monthly in arrears on the first day of each month. The Debtors will pay a letter of credit fee, which will accrue at a rate equal to 1.5% per annum times the daily balance of the undrawn amount of all outstanding standby letters of credit (including replacement letters of credit), payable monthly in arrears on the first day of each month. The DIP Lender is granted an allowed super-priority administrative expense claim with priority over any and all administrative expenses, claims for adequate protection, and all other claims against the Debtors. As security for the DIP obligations, the DIP Lender will be granted a valid, perfected, priming, first-priority senior security interest in and liens on all of the Debtors' now owned and hereafter acquired collateral, and permitted liens. The Lender will have the right to credit bid with respect to any sale of assets or equity. Ms. Matzat said that the Debtors will also use the cash collateral to provide additional liquidity. The agreement by the Lender to make any post-petition financing available to the Debtors under the DIP loan documents and to allow the use of cash collateral will continue until the earlier of (i) the conclusion of the final hearing, (ii) September 13, 2010, if the final court order has not been entered by that date, (iii) the date 180 days after the Petition Date, which may be extended solely at the option of the Lender and the Debtors in writing, without the need for any further Court approval or as otherwise set forth in the DIP loan documents, (vi) the date of the acceleration of any outstanding extensions of credit under the DIP loan documents, or (vii) the occurrence of an event of default under the DIP loan documents. The Court has set a final hearing for September 8, 2010, at 9:30 a.m. Eastern Time, on the Debtors' request to obtain DIP financing and use cash collateral. About Weck Corp Headquartered in New York, The Weck Corporation operates a housewares and home furnishings business at six retail store locations, utilizing seven store leases, a warehouse lease and an office lease, and an internet-based business, all under the name Gracious Home. Gracious Home offers a wide range of customized products and services, including personal shopping, corporate and bridal gifts, decorative hardware, lighting and plumbing, key making, knife sharpening, lamp re-wiring, vacuum repairs, custom window treatments and stationary. The Weck filed for Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. S.D.N.Y. Case No. 10-14349). Mark T. Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353), Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate Chapter 11 petitions on August 13, 2010. WILLIAM JONES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: William Jarell Jones aka William J Jones Wm Jarell Jones 123 Marina Drive Saint Simons Island, GA 31522 Bankruptcy Case No.: 10-21154 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Brunswick) Debtor's Counsel: Christopher W. Terry, Esq. STONE & BAXTER, LLP Fickling & Company Building Suite 800, 577 Mulberry Street Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: cterry@stoneandbaxter.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb10-21154.pdf WILLIAM MICCO, SR.: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Joint Debtors: William G. Micco, Sr. Rhonda Y. Micco 9608 Enclave Place Port Saint Lucie, FL 34986 Bankruptcy Case No.: 10-36731 Chapter 11 Petition Date: September 4, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman, Jr. Debtors' Counsel: Brad Culverhouse, Esq. 320 S. Indian River Drive, # 100 Ft Pierce, FL 34950 Tel: (772) 465-7572 E-mail: bradculverhouselaw@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-36731.pdf WILLIAM OATES: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: William W. Oates dba Waterloo Enterprises, Inc. Capex Commercial Properties 11011 Pencewood Ct Austin, TX 78750 Bankruptcy Case No.: 10-12537 Chapter 11 Petition Date: September 3, 2010 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 E-mail: ssather@bnpclaw.com Scheduled Assets: $1,517,776 Scheduled Debts: $2,004,049 A list of the Debtor's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txwb10-12537.pdf WORLDGATE COMMS: Gets Technical of Acceptance Ojo from ACN ---------------------------------------------------------- WorldGate Communications has received official notice of certification and technical acceptance of the Ojo Vision digital video phone, from ACN; the world's largest direct seller of telecommunication services with operations in 20 countries spanning North America, Europe, Australia and New Zealand. The notice of acceptance clears the last remaining condition for ACN's commitment to purchase 300,000 Ojo Vision video phones from WorldGate on an OEM basis. "Overcoming all the technical obstacles to delivering reliable, high quality, real-time video communications for the consumer market has been difficult for many vendors over the last decade, but I believe WorldGate's new Ojo Vision video phone with Ojo Quality has achieved this goal and is undeniably the best video phone on the market today," said Greg Provenzano, ACN president & co-founder. "We are pleased to provide formal notice of acceptance following our certification testing of the exceptional Ojo Vision video phone." In April, 2009, ACN signed an agreement to purchase a minimum of 300,000 Ojo Vision video phones to be marketed and sold by ACN's global network of independent sales agents. The agreement was contingent upon WorldGate achieving several critical milestones, including passing formal technical acceptance by ACN. [Tues]day's announcement removes the last remaining condition to full execution of this OEM purchasing commitment. Last quarter WorldGate shipped over $7.8 million of Ojo Vision phones to ACN under this contract with thousands more units being ordered and shipped to ACN each month. "Our vision is, and will continue to be, to enrich the lives of people around the world through our commitment to delivering state-of-the-art video phone communications services," said Allan Van Buhler, senior vice president of sales and marketing for WorldGate. "ACN has been a true partner and collaborator in the development and testing of our new Ojo Vision video phone, and today's announcement brings WorldGate one step closer to the realization of our vision." About Worldgate Communications Trevose, Pa.-based Worldgate Communications, Inc., is a provider of digital voice and video phone services and next generation video phones. The Company designs and develops digital video phones featuring real-time, two-way video. It also provides a turn-key digital voice and video communication services platform supplying complete back-end support services. Worldgate Communications reported a net loss of $2.96 million on $124,000 of net revenues for the three months ended June 30, 2010, compared with $4.34 million on $143,000 of net revenues for the same period a year earlier. The Company's balance sheet at June 30, 2010, showed $14.31 million in total assets, $17.92 in million total liabilities, and a $3.61 million stockholders' deficit. WORKSTREAM INC: Crestview Capital Holds 5.1% Shares --------------------------------------------------- Crestview Capital Master, L.L.C., Crestview Capital Partners, L.L.C., and Daniel I. Warsh disclosed that they may be deemed to beneficially own 41,906,367 shares or roughly 5.1% of the common stock of WorkStream Inc. The amount beneficially owned includes 500,000 Shares issuable upon exercise of warrants held for the account of Crestview Master. The terms of the warrants contain a blocker provision under which the holder does not have the right to exercise the warrants to the extent that, if exercisable by the holder, the holder or any of its affiliates would beneficially own in excess of 9.9% of the Shares. As a result, the warrants are currently exercisable. The amount beneficially owned excludes 1,500,000 Shares issuable upon exercise of certain warrants held for the account of Crestview Master. The terms of the warrants contain a blocker provision under which the holder thereof does not have the right to exercise the warrants to the extent that, if exercisable by the holder, the holder thereof or any of its affiliates would beneficially own in excess of 4.9% of the Shares. As a result, these certain warrants are not currently exercisable. About Workstream Inc. Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) -- http://www.workstreaminc.com/-- provides enterprise workforce management solutions and services that help companies manage their human capital management function. According to the Troubled Company Reporter on April 21, 2010, Workstream Inc. filed on April 14, 2010, its quarterly report on Form 10-Q for the three months ended February 28, 2010. The Company's balance sheet at February 28, 2010, showed $14,564,794 in assets, $30,051,615 in debts, and a stockholders' deficit of $15,486,821. In its April 2010 10-Q report, the Company said its ability to continue as a going concern depends upon its ability to successfully refinance $21.6 million of its senior secured notes payable, including accrued interest thereon, generate positive cash flows from operations and obtain sufficient additional financing, if necessary. The Notes went into default on May 22, 2009 due to the Company's suspension of trading on the NASDAQ Stock Market as a result of its shareholders' deficit. The Notes were restructured on December 11, 2009. WORKSTREAM INC: Delays Filing for Form 10-K for Fiscal 2010 ----------------------------------------------------------- Workstream Inc. said it could not timely file its annual report on Form 10-K for the fiscal year ended May 31, 2010, with the Securities and Exchange Commission. The Company said that on Aug. 13, 2010, it completed: a) an exchange of approximately $22.3 million of its senior secured notes for common shares, b) a private placement of common shares for $1.25 million, and c) an issuance of a new senior secured note in the principal face amount of $750,000. These transactions resulted in a change of control and the hiring of a new management team, including a new Chief Executive Officer and a new Chief Financial Officer who will be required to certify the financial statements contained in the Company's Annual Report on Form 10-K. The Company and its new management team are in the process of working with the Company's independent outside auditors to complete the audit of the financial statements and to prepare relevant disclosure in the Form 10-K about the recent transactions. About Workstream Inc. Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) -- http://www.workstreaminc.com/-- provides enterprise workforce management solutions and services that help companies manage their human capital management function. According to the Troubled Company Reporter on April 21, 2010, Workstream Inc. filed on April 14, 2010, its quarterly report on Form 10-Q for the three months ended February 28, 2010. The Company's balance sheet at February 28, 2010, showed $14,564,794 in assets, $30,051,615 in debts, and a stockholders' deficit of $15,486,821. In its April 2010 10-Q report, the Company said its ability to continue as a going concern depends upon its ability to successfully refinance $21.6 million of its senior secured notes payable, including accrued interest thereon, generate positive cash flows from operations and obtain sufficient additional financing, if necessary. The Notes went into default on May 22, 2009 due to the Company's suspension of trading on the NASDAQ Stock Market as a result of its shareholders' deficit. The Notes were restructured on December 11, 2009. ZADEH ENTERPRISES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Zadeh Enterprises 2470 Windy Hill Road, Suite 257 Marietta, GA 30067 Bankruptcy Case No.: 10-85682 Chapter 11 Petition Date: September 2, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: William C. Burn, Esq. WILLIAM C. BURN AND ASSOCIATES Suite F, 25 Atlanta Street Marietta, GA 30060 Tel: (770) 427-3992 Fax: (770) 425-0601 E-mail: burnlaw@comcast.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Dennis Ahlzadeh, managing member. ZALE CORP: In Talks With Citibank Regarding New Agreement --------------------------------------------------------- Zale Corp said two of its subsidiaries are parties to a Merchant Services Agreement with Citibank (South Dakota), N.A., under which Citibank provides private label credit cards. If the volume of credit card sales pursuant to the Agreement does not meet agreed- upon levels, Citibank is entitled to terminate the Agreement on 180 days notice, although the Company may avoid that termination by compensating Citibank for the Minimum Volume Shortfall. Citibank has given the Company four termination notices under the Minimum Volume Shortfall provisions of the Agreement, the first of which covered the twelve month period ending February 2010 and the more recent of which covered subsequent months. Pursuant to the first notice, the Company paid Citibank approximately $5.4 million on June 15, 2010, of which approximately $1.3 million was subsequently refunded based upon a recalculation of the amount due. Pursuant to the second notice, the Company paid Citibank approximately $1.1 million on July 16, 2010. Pursuant to the third notice, the Company paid Citibank approximately $335,000 on August 18, 2010. On Aug. 23, 2010, the Company received the fourth notice, pursuant to which it is required to pay approximately $396,000 prior to Sept. 22, 2010, in order to avoid termination on Feb. 19, 2011. In the absence of an earlier termination, whether due to a termination notice in connection with a Minimum Volume Shortfall or otherwise, the Agreement is scheduled to expire in March 2011. All terminations are subject to the parties' obligation to continue to perform under the Agreement for up to an additional 365 days in order to facilitate the transition to a new provider of private label credit cards. The Company and Citibank are continuing negotiations on a non- exclusive basis with respect to a new agreement. About Zale Corp. Dallas, Texas-based Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating roughly 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com and www.gordonsjewelers.com As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. Zale reported a net loss of $12.09 million for the three months ended April 30, 2010, from a net loss of $19.5 million for the same period in 2009. Zale reported a net loss of $65.15 million for nine months ended April 30, 2010, from a net loss of $99.7 million in the same period in 2009. * Business, Individual Bankruptcy Filings Fall From July -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that commercial, Chapter 11 and individual bankruptcy filings fell in August from July. Mr. Rochelle, citing data compiled from court records by Automated Access to Court Electronic Records, relates that filings still rose from the 2009 period and are on pace to set a record for the most since bankruptcy law was changed in 2005. The 135,600 total bankruptcy filings in August were 3.6% more than the year before, though down 3.9% from July. While the August filings were the third-fewest this year on a daily basis, the year as a whole is on pace to have almost 1.6 million bankruptcies, the most since 2005. * Flaschen Among Law360's 10 Most Admired Bankruptcy Attys. ----------------------------------------------------------- Bracewell Giuliani LLP financial restructuring group chair Evan Flaschen's unparalleled expertise in cross-border restructurings - - for which he developed protocols that have become today's industry standards -- and his sterling international reputation combine to land him a spot as one of Law360's 10 Most Admired Bankruptcy Attorneys. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- AUTOZONE INC AZO US 5,452.8 (293.1) (462.0) LORILLARD INC LO US 3,140.0 1,654.0 (54.0) DUN & BRADSTREET DNB US 1,632.5 (475.7) (783.9) MEAD JOHNSON MJN US 2,032.0 357.5 (509.3) NAVISTAR INTL NAV US 8,940.0 1,251.0 (1,198.0) TAUBMAN CENTERS TCO US 2,560.9 - (510.5) BOARDWALK REAL E BEI-U CN 2,364.5 - (64.6) BOARDWALK REAL E BOWFF US 2,364.5 - (64.6) CHOICE HOTELS CHH US 390.2 (291.4) (97.0) SUN COMMUNITIES SUI US 1,167.4 - (123.0) WEIGHT WATCHERS WTW US 1,090.1 (344.4) (693.5) WR GRACE & CO GRA US 4,053.3 1,257.7 (229.5) TENNECO INC TEN US 2,980.0 286.0 (47.0) CABLEVISION SYS CVC US 7,631.6 3.8 (6,183.6) UNISYS CORP UIS US 2,714.4 366.1 (1,080.1) IPCS INC IPCS US 559.2 72.1 (33.0) MOODY'S CORP MCO US 1,957.7 (134.2) (491.9) UAL CORP UAUA US 20,134.0 (1,590.0) (2,756.0) CABLEVISION SYS CVY GR 7,631.6 3.8 (6,183.6) VECTOR GROUP LTD VGR US 850.0 288.8 (19.6) VENOCO INC VQ US 709.1 14.1 (118.6) DISH NETWORK-A DISH US 9,031.0 608.6 (1,580.3) HEALTHSOUTH CORP HLS US 1,756.1 112.5 (429.9) NATIONAL CINEMED NCMI US 725.5 90.2 (381.7) CHENIERE ENERGY CQP US 1,769.5 37.3 (503.5) OTELCO INC-IDS OTT US 333.3 25.6 (1.2) PROTECTION ONE PONE US 562.9 (7.6) (61.8) OTELCO INC-IDS OTT-U CN 333.3 25.6 (1.2) ARVINMERITOR INC ARM US 2,817.0 313.0 (909.0) CARDTRONICS INC CATM US 472.6 (25.3) (2.1) JUST ENERGY INCO JE-U CN 1,780.6 (470.0) (279.3) DISH NETWORK-A EOT GR 9,031.0 608.6 (1,580.3) DOMINO'S PIZZA DPZ US 418.6 88.0 (1,263.1) THERAVANCE THRX US 232.4 180.2 (126.0) INCYTE CORP INCY US 493.7 340.3 (104.8) REGAL ENTERTAI-A RGC US 2,575.0 (219.7) (283.5) UNITED RENTALS URI US 3,574.0 24.0 (50.0) TEAM HEALTH HOLD TMH US 828.2 80.0 (37.8) KNOLOGY INC KNOL US 648.0 48.7 (13.5) BOSTON PIZZA R-U BPF-U CN 110.2 2.3 (117.7) FORD MOTOR CO F US 183,156.0 (23,512.0) (3,541.0) LIBBEY INC LBY US 794.2 144.4 (11.7) AFC ENTERPRISES AFCE US 114.5 (0.2) (4.0) GRAHAM PACKAGING GRM US 2,096.9 228.4 (612.2) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) INTERMUNE INC ITMN US 161.4 84.7 (46.5) REVLON INC-A REV US 776.3 76.9 (1,011.8) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) COMMERCIAL VEHIC CVGI US 276.9 111.2 (10.4) SUPERMEDIA INC SPMD US 3,261.0 522.0 (22.0) PETROALGAE INC PALG US 6.1 (8.9) (47.4) US AIRWAYS GROUP LCC US 8,131.0 (220.0) (168.0) SALLY BEAUTY HOL SBH US 1,517.1 345.6 (523.9) JAZZ PHARMACEUTI JAZZ US 97.3 (24.2) (16.3) ALASKA COMM SYS ALSK US 627.4 15.0 (11.3) AMER AXLE & MFG AXL US 2,027.7 31.7 (520.4) BLUEKNIGHT ENERG BKEP US 297.3 (431.2) (149.9) FORD MOTOR CO F BB 183,156.0 (23,512.0) (3,541.0) RURAL/METRO CORP RURL US 286.2 38.7 (100.9) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) HALOZYME THERAPE HALO US 51.5 38.3 (14.1) LIONS GATE LGF US 1,592.9 (783.4) (1.6) RSC HOLDINGS INC RRR US 2,690.2 (120.0) (33.8) MORGANS HOTEL GR MHGC US 774.4 50.5 (4.3) SINCLAIR BROAD-A SBGI US 1,539.8 52.1 (170.4) NPS PHARM INC NPSP US 193.8 129.0 (179.5) MITEL NETWORKS C MITL US 624.5 162.6 (48.1) AMR CORP AMR US 25,885.0 (2,015.0) (3,930.0) ACCO BRANDS CORP ABD US 1,064.0 242.5 (125.6) CENVEO INC CVO US 1,553.4 199.9 (183.8) IDENIX PHARM IDIX US 77.2 38.1 (7.3) QWEST COMMUNICAT Q US 18,959.0 (424.0) (1,241.0) MANNKIND CORP MNKD US 239.6 11.0 (137.7) PDL BIOPHARMA IN PDLI US 271.5 (66.5) (434.9) PALM INC PALM US 1,007.2 141.7 (6.2) ARQULE INC ARQL US 118.5 53.9 (4.1) PLAYBOY ENTERP-A PLA/A US 189.0 (12.4) (27.6) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) PLAYBOY ENTERP-B PLA US 189.0 (12.4) (27.6) CC MEDIA-A CCMO US 17,286.8 1,240.8 (7,209.3) GENCORP INC GY US 963.4 140.3 (241.2) WARNER MUSIC GRO WMG US 3,655.0 (546.0) (174.0) CONSUMERS' WATER CWI-U CN 887.2 3.2 (258.0) LIN TV CORP-CL A TVL US 783.5 28.7 (156.5) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) SANDRIDGE ENERGY SD US 3,128.7 (109.4) (118.5) EPICEPT CORP EPCT SS 11.4 3.3 (10.2) HOVNANIAN ENT-A HOV US 1,909.8 1,264.2 (207.4) ABSOLUTE SOFTWRE ABT CN 124.3 (5.1) (2.6) EASTMAN KODAK EK US 6,791.0 1,423.0 (208.0) EXELIXIS INC EXEL US 419.7 12.8 (214.7) STEREOTAXIS INC STXS US 50.9 (0.2) (0.8) GREAT ATLA & PAC GAP US 2,677.1 (51.0) (524.0) MAGMA DESIGN AUT LAVA US 74.6 9.6 (6.1) ALEXZA PHARMACEU ALXA US 71.3 21.0 (28.7) ********* 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 ***