text: TCR_Public/050707.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 7, 2005, Vol. 9, No. 159 HeadlinesAIR ENTERPRISES: Court Okays Brouse McDowell as Committee CounselALLMERICA CBO: Fitch Lifts $111 MM Sr. Notes Two Notches to BBARMSTRONG WORLD: Allows Interface to Consummate Merger AgreementAVADO BRANDS: Wants to Sell Charlotte Property to Kotis for $1.25MBLUE WIRELESS: Recurring Losses Trigger Going Concern DoubtBOUNDLESS CORP: Judge Eisenberg Approves Disclosure StatementBREED TECHNOLOGIES: Asks Court to Formally Close Chapter 11 CaseBURLINGTON IND: Trust Wants Court OK on DENR & Highland SettlementCATHOLIC CHURCH: Spokane's Move to Set Claims Bar Date Draws FireCATHOLIC CHURCH: Immaculate Heart Taps Southwell as CounselCALL-NET ENTERPRISES: Rogers Purchase Cues Fitch to Lift RatingsCAMINOSOFT CORP: Restated Financials Include Going Concern DoubtCELESTICA INC: Accepting Liquid Yield Option Notes for RepurchaseCELTRON INTERNATIONAL: Significant Losses Spur Going Concern DoubtCHEMTURA CORP: Great Lakes Acquisition Prompts S&P to Lift RatingsCLARK MATERIAL: Asks Court to Formally Close Two Affiliates' CaseCONNEXION INC: Voluntary Chapter 11 Case SummaryDLJ MORTGAGE: Stable Pool Performance Cues S&P to Lift RatingsDONALD MARTIN: Case Summary & 20 Largest Unsecured CreditorsDT IND'S: Files Joint Liquidation Plan & Disclosure StatementEDGE BUILDING: Case Summary & 20 Largest Unsecured CreditorsFINOVA GROUP: Plans Partial Prepayment of 7.5% Notes on Aug. 15FOOTSTAR INC: Gets 2nd Amended Final Order Continuing DIP FinancingFOOTSTAR INC: Exclusive Solicitation Period Extended Until Aug. 12FRANK HALFACRE: Case Summary & 20 Largest Unsecured CreditorsFRIENDSHIP VILLAGE: S&P Withdraws BB+ Rating on $28 Million BondsFRONTIER INSURANCE: Files Chapter 11 Petition in S.D. New YorkFRONTIER INSURANCE: Case Summary & 17 Largest Unsecured CreditorsGAME SYSTEMS: Voluntary Chapter 11 Case SummaryGENERAL ROOFING: Republic Financial Turns Around & Sells BusinessGOLDSPRING INC: Former CEO Says SEC Filings Are MisleadingGREY WOLF: Improved Finances Prompt S&P's Stable OutlookHANDY & HARMAN: $45 Million PwC Trial Scheduled to Start Nov. 11HIRSH INDUSTRIES: Files for Chapter 11 Protection in S.D. IndianaHIRSH INDUSTRIES: Case Summary & 30 Largest Unsecured CreditorsIFT CORP: AMEX Accepts Plan of Compliance for Continued ListingINVERNESS MEDICAL: Moody's Junks $150 Million Senior Sub. NotesKAISER ALUMINUM: Wants to Hire Ernst & Young as Tax ServicerKAISER ALUMINUM: Court Approves Avista, et al., Consent DecreeKAISER CONSTRUCTION: Case Summary & 20 Largest Unsecured CreditorsKOCH CELLULOSE: Moody's Upgrades $424 Million Debt Rating to Ba3KRISPY KREME: Court OKs KremeKo's New Chief Restructuring OfficerLANTIS EYEWEAR: Panel Appoints Joseph Myers as Creditor TrusteeLEE'S TRUCKING: Wants to Use Financial Federal's Cash CollateralLIBERTY COUNTY: S&P Lifts Rating on Senior Secured Bonds to BB+LOCATEPLUS HOLDINGS: Accumulated Deficit Spurs Going Concern DoubtMAGRUDER COLOR: Wants Cananwill to Finance Insurance PremiumsMAYTAG: May Close $1.65B Triton Merger Deal as Solicitation EndsMAYTAG: Investors Allege Share Price Inflation for Merger DealMBNA Capital: S&P Puts BB+ Rated Notes on Positive WatchMERIDIAN AUTOMOTIVE: Purchases Insurance From Liberty MutualMERIDIAN AUTOMOTIVE: New Center Wants Stay Lifted for Set-OffMERIDIAN AUTOMOTIVE: Wants to Extend Removal Period to Nov. 1MIRANT CORP: Judge Lynn Wants Enterprise Value RecalculatedMIRANT CORP: Request for Third-Party Tolling Agreements Draws FireMIRANT CORP: Gets Court OK to Allow Dick's $11.5M Unsecured ClaimNEIGHBORCARE INC: Returns to Negotiating Table with OmnicareOMEGA HEALTHCARE: Sells Four Facilities for $17.4 MillionOMEGA HEALTHCARE: Closes on $59.2 Million in New InvestmentsOMNICARE INC: Increases Offer to Buy NeighborCare for $1.57 Bil.OMNICARE INC: Moody's Reviews $750 Million Facilities' Ba1 RatingONE EQUITY: Case Summary & 20 Largest Unsecured CreditorsPEGASUS SATELLITE: Trust Wants Cash Investment Requirements WaivedPEGASUS SATELLITE: Ct. Denies KB Prime's Motion to Compel DecisionPILLOWTEX CORP: Wants Court Nod on Wellman Settlement DocumentsPLYMOUTH RUBBER: Files for Chapter 11 Protection in MassachusettsPLYMOUTH RUBBER: Case Summary & 40 Largest Unsecured CreditorsRAVEN MOON: Reshuffles Shares to Facilitate Additional FinancingSAKS INC: Completes $622 Mil. Sale of Proffitt's/McRae's to BelkSAKS INC: Majority of Noteholders Agree to Amend IndenturesSAKS INC: Fitch's Low-B Ratings Unchanged After Successful ConsentSIMTEK CORP: RENN Capital Stretches Debentures' Payment TermsS.K. NEW YORK: Mun & Lee Asks Court to Stall Sale ClosingSTAR TELECOM: Liquidating Trustee Wants Case to Remain OpenTELESYSTEM INT'L: Stock Can Trade on Nasdaq Until Sept. 19THERMA-WAVE: Negative Liquidity Prompts PwC's Going Concern DoubtTHICKSTUN BROS: Case Summary & 17 Largest Unsecured CreditorsTORCH OFFSHORE: Hires Lugenbuhl Wheaton as New Bankruptcy CounselTRIM TRENDS: Gets Court OK To Hire Carson Fisher as Bankr. CounselTUBETEC: Can Access National's Cash Collateral Through August 31TUBETEC INC: Court Okays Additional $110,000 DIP LoanUS AIRWAYS: Disclosure Statement Hearing Begins on Aug. 9, 2005USG CORP: Wants Exclusive Plan Filing Period Stretched to Dec. 31VENTAS INC: Inks $85 Million Leases with Capital Senior LivingWEBSTER SHEET: Voluntary Chapter 11 Case SummaryWESTPOINT STEVENS: Gets Court Nod to Sell Longview PropertyWINN-DIXIE: Hires Hilco & Gordon Brothers as Liquidating AgentsWINN-DIXIE: Revises Employee Retention Programs as a CompromiseWINN-DIXIE: July 14 Deadline to Bid on 323 Store LocationsWORLDCOM INC: Court Approves Touch America Settlement AgreementW.R. GRACE: Gets Court OK to Contribute $1.3MM to Chattanooga Plan* Alvarez & Marsal Expands Asian Operations* Alvarez & Marsal Hires Three Professionals for Asia Office *********AIR ENTERPRISES: Court Okays Brouse McDowell as Committee Counsel-----------------------------------------------------------------The Official Committee of Unsecured Creditors of Air Enterprises,Inc., sought and obtained permission from the U.S. BankruptcyCourt for the Northern District of Ohio to employ Brouse McDowellas its counsel, nunc pro tunc to May 13, 2005.The Committee selected Brouse McDowell because of its experiencein complex bankruptcy law issues for the purpose of assisting theCommittee in the performance of its duties and rights undersection 1103(c) of the bankruptcy code.Kate M. Bradley, Esq., and Marc Merklin, Esq., lead theengagement.Brouse McDowell will provide legal services as requested by theCommittee at the Firm's regular hourly rates, which vary basedupon the experience, specialty and expertise of various legalpersonnel involved. The papers filed with the bankruptcy courtdon't disclose how much Brouse McDowell professionals will be paidfor their work.Brouse McDowell assures the Court that it does not represent anyinterest materially adverse to the Committee, the Debtors or theirestates.Headquartered in Akron, Ohio, Air Enterprises, Inc. -- http://www.airenterprises.com/-- designs, engineers, manufactures and supports custom air handling systems. The Company filed forchapter 11 protection on Apr. 27, 2005 (Bankr. N.D. Ohio Case No.05-52467). John J. Guy, Esq., at Guy, Lammert & Towne, representsthe Debtor in its restructuring efforts. When the Debtor filedfor protection from its creditors, it estimated liabilitiesbetween $1 million to $10 million. An estimate of its assets wasnot provided. Air Enterprises has signed a deal to sell itsassets to Air Enterprises Acquisition, LLC, an assignee ofResilience Capital Partners, LLC, for $2.75 million, subject tohigher and better offers at an auction on July 13, 2005.ALLMERICA CBO: Fitch Lifts $111 MM Sr. Notes Two Notches to BB--------------------------------------------------------------Fitch Ratings upgrades one class of notes issued by Allmerica CBOI, Ltd. These rating actions are effective immediately: -- $111,325,388 senior notes upgraded to 'BB' from 'B+'; -- $78,353,293 second priority senior notes remains at 'C'.Allmerica is a collateralized bond obligation managed by AllmericaAsset Management, Inc., which closed June 11, 2005. Allmerica iscomposed of 77.1% high yield corporate bonds, 13.6% structuredfinance and 9.4% sovereign. Included in this review, Fitchdiscussed the current state of the portfolio with the assetmanager and their portfolio management strategy going forward. Inaddition, Fitch conducted cash flow modeling utilizing variousdefault timing and interest rate scenarios to measure thebreakeven default rates going forward relative to the minimumcumulative default rates required for the rated liabilities.Since last review, the credit quality of the portfolio hasstabilized, and the credit enhancement to the senior note hasimproved. Allmerica continues to fail its overcollateralizationtest and therefore continues to divert excess interest proceedstowards the redemption of the senior notes. Since close, thesenior notes have redeemed approximately 57.1% of the originalbalance and since last review, the notes have redeemedapproximately 28.2% of the original balance. As a result of theredemption of the notes, the senior OC test increased to 107.8%from 103.5% with a trigger of 126.5%.The second priority note has capitalized $21 million in interestand is cut off from the receipt of both interest and principalmonies for the foreseeable future. In Fitch's modelingsimulations, this note may receive a small recovery at or nearmaturity.The rating of the senior notes addresses the likelihood thatinvestors will receive full and timely payments of interest, asper the governing documents, as well as the stated balance ofprincipal by the legal final maturity date. The ratings of thesecond priority senior notes addresses the likelihood thatinvestors will receive ultimate and compensating interestpayments, as per the governing documents, as well as the statedbalance of principal by the legal final maturity date.As a result of this analysis, Fitch has determined that thecurrent ratings assigned to the senior notes no longer reflect thecurrent risk to noteholders.Fitch will continue to monitor and review this transaction forfuture rating adjustments. Additional deal information andhistorical data are available on the Fitch Ratings web site athttp://www.fitchratings.com/ For more information on the Fitch VECTOR Model, see 'Global Rating Criteria for Collateralized DebtObligations,' dated Sept. 13, 2004, also available athttp://'www.fitchratings.com/ARMSTRONG WORLD: Allows Interface to Consummate Merger Agreement----------------------------------------------------------------Interface Solutions Holdings, Inc., was formed in July 1999, whenArmstrong World Industries, Inc., sold a 65% interest in ArmstrongIndustrial Specialties, Inc. -- presently Interface Solutions,Inc. -- to senior management and a private equity fund in atransaction referred to as the "1999 Transaction." The Fund isnot affiliated with AWI or any of its affiliated debtors.In the 1999 Transaction, AWI retained an approximately 35%minority equity interest in Interface, consisting of 34.7% ofISH's common stock -- both Series A and Series B common stock -- and 38.9% of ISI's non-voting preferred shares. ISH's remainingcommon stock and ISI's non-voting preferred shares are held byentities and persons that are not affiliated with AWI. ISI'svoting common stock is wholly owned by ISH.To protect ISI's value, and to avoid the uncertainties, risks,costs and expenses that might be associated with possibleasbestos-related personal injury claims being asserted against ISIor any of its affiliates, AWI proposed to treat ISI as a "PIProtected Party" under the terms of a plan of reorganization forAWI. Accordingly, ISI, ISH, and one of the entities associatedwith the 1999 Transaction -- AISI Acquisition Corporation -- agreed to, among other things, withdrew claims filed against AWI,including, but not limited to, Claim No. 3421, on the effectivedate of AWI's Plan. The Merger AgreementISI and ISH as well as a strategic financial party identified byInterface as a "preferred merger candidate" and two mergersubsidiaries of the Buyer are entering into an Agreement and Planof Merger. The Buyer is a private equity fund that is notaffiliated with AWI, the Fund or Interface.Under the Agreement, the Buyer's subsidiary will merge with ISH.ISI's common stockholders, including AWI, will have their stockcancelled, in which non-management stockholders will have theright to receive cash and notes. Management stockholders willhave the right to receive the Buyer's cash and stock, as well asone of the notes.Pursuant to the terms of the Agreement, a second subsidiary of theBuyer will merge with ISI, and the holders of non-voting preferredshares in ISI, including AWI, will have that stock cancelled,wherein stockholders will have the right to receive cash. Themergers must close on or before September 30, 2005.If the mergers close, the Buyer will pay an aggregate purchaseprice equal to $82.5 million, which will consist of about$72.5 million in cash and $10 million in the form of two notes.Interface estimates that based on the $82.5 million purchaseprice, AWI will receive around $23.2 million, consisting of$16.6 million for its common stock in ISH and $6.6 million for itsnon-voting preferred shares in ISI. The $16.6 million portion ofthe AWI Payment will be paid through a combination of cash and aproportional share of the Seller Notes.Under Delaware law, after ISI and ISH execute the Agreement, theywill solicit stockholder approval of it. While the Fund and itspresent or former employee investors hold a sufficient number ofshares to vote to approve the Agreement irrespective of how AWIvotes, Interface intends to send proxy materials to AWI related tothe Agreement.AWI believes the transaction reflected in the Agreement is fair,but AWI does not intend to vote its shares. ISH and ISI Stocks Get Cancelled Upon MergerOn the approval of the Agreement by stockholders holding amajority of Interface's common stock, every Interface stockholder,including AWI, will have its stock in ISH and ISI cancelled on thefiling of a merger certificate with the Delaware Secretary ofState. Each of the non-management stockholder will then beentitled to receive its portion of cash and its share of theSeller Notes provided under the Agreement on submission of itscancelled stock certificates to Interface, accompanied by atransmittal letter. AWI intends to transmit its cancelled stockcertificates to Interface so that it can receive the AWI Paymentunder the Agreement.To transmit its cancelled stock certificates, AWI must executetransmittal letters, which will include ordinary and customaryprovisions typical to those transmittal letters. Under thetransmittal letters, AWI will represent and warrant thatimmediately prior to the cancellation of its stock, it had titleto that stock and that it has the authority to surrender thecancelled stock certificates of Interface and that stock is freeof any liens or claims. AWI will also irrevocably waive anydissenters' rights, appraisal rights or similar rights that it mayhave arising out the Agreement. Interface Wants Automatic Stay ModifiedTo the extent necessary to effectuate the proposed mergertransaction under the Agreement, Interface -- with AWI's consent-- asks Judge Fitzgerald to modify the automatic stay imposed bySection 362(a) of the Bankruptcy Code. Although the parties donot concede that relief from the automatic stay is required, AWIhas agreed, out of an abundance of caution, that the automaticstay will be deemed modified to permit these conduct or actions: (1) ISH and ISI may each submit appropriate proxy materials to AWI related to the Agreement. (2) ISH and ISI may each file a certificate of merger and all other necessary documents with the Delaware Secretary of State, which will result in the cancellation of AWI's equity interests in ISH and ISI and the creation of AWI's corresponding right to receive the AWI Payment on tendering cancelled stock certificates accompanied by the appropriate transmittal letter. (3) ISH and ISI will have the right to submit a transmittal letter to AWI which, as a condition to payment, will require AWI to transmit its cancelled stock certificates and that will require AWI to represent and warrant title of that cancelled stock and release dissenters' and appraisal rights. (4) ISH, ISI and AWI ratify and reaffirm the PI Protected Party Stipulation. AWI will continue to use its reasonable "best efforts" to continue to provide Interface, its successors and assigns, with the same treatment AWI provides Interface in the Fourth Amended Plan and any subsequently filed plan, and as contemplated by the PI Protected Party Stipulation if AWI proposes a plan of reorganization that provides for an injunction under Section 524(g) of the Bankruptcy Code.Headquartered in Lancaster, Pennsylvania, Armstrong WorldIndustries, Inc. -- http://www.armstrong.com/-- the major operating subsidiary of Armstrong Holdings, Inc., designs,manufactures and sells interior finishings, most notably floorcoverings and ceiling systems, around the world. The Company andits debtor-affiliates filed for chapter 11 protection onDecember 6, 2000 (Bankr. Del. Case No. 00-04469). StephenKarotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied, Esq., at Richards, Layton & Finger, P.A., representthe Debtors in their restructuring efforts. When the Debtorsfiled for protection from their creditors, they listed$4,032,200,000 in total assets and $3,296,900,000 in liabilities.As of March 31, 2005, the Debtors' balance sheet reflected a$1.42 billion stockholders' deficit. (Armstrong BankruptcyNews, Issue No. 78; Bankruptcy Creditors' Service, Inc.,215/945-7000)AVADO BRANDS: Wants to Sell Charlotte Property to Kotis for $1.25M------------------------------------------------------------------Avado Brands, Inc. and its debtor-affiliates asks the Hon. StevenA. Felsenthal of the U.S. Bankruptcy Court for the NorthernDistrict of Texas for permission to sell its Real and PersonalProperty located in Charlotte, North Carolina, to Kotis Holdings,LLC.The Debtors asks the Court to authorize the sale free and clear ofall liens, claims, encumbrances, and interests and to waive theautomatic stay imposed under Federal Rule of Bankruptcy Procedure6004(g). Terms of the Sale AgreementPatrick L. Huffstickler, Esq., at Cox Smith Matthews Inc., in SanAntonio, Texas, and counsel for the Debtors, tells the Court thatthe Debtors propose to sell to Kotis the Property, inclusive ofall furniture, fixtures, and equipment, for $1,250,000 in cash.The Agreement is subject to higher and better offers in acompetitive bidding process. Competing bids must top Kotis' offerby $25,000. In the event a competitor tops Kotis' bid, theDebtors will pay Kotis a $25,000 Break-Up Fee.If Kotis defaults on the purchase transaction, the Debtors willkeep Kotis' $50,000 earnest money deposit, together with anyinterest.The Debtors have determined, in the sound exercise of theirbusiness judgment that selling the Property to Kotis, subject tohigher and better offers, is in the best interest of theirestates.Mr. Huffstickler explains that the Agreement was negotiated atarm's length and in good faith after exposure of the Property tothe market.The Debtor assures the Court that Kotis is a good faith purchaserwithin the meaning of Section 363(m) of the Bankruptcy Code and isfully entitled to the protection of that provision.Headquartered in Madison, Georgia, Avado Brands, Inc. -- http://www.avado.com/-- owns and operates two proprietary brands comprised of 102 Don Pablo's Mexican Kitchens and 37 HopsGrillhouse & Breweries. The Company and its debtor-affiliatesfiled a voluntary chapter 11 petition on February 4, 2004 (Bankr.N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., andThomas Rice, Esq., at Cox & Smith Incorporated, represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed $228,032,000 intotal assets and $263,497,000 in total debts. Judge StevenFelsenthal confirmed Avado's Modified Plan of Reorganization onApril 26, 2005, and that Plan became effective on May 19, 2005.BLUE WIRELESS: Recurring Losses Trigger Going Concern Doubt-----------------------------------------------------------Davis, Kinard & Co., P.C., expressed substantial doubt aboutBlue Wireless & Data, Inc.'s ability to continue as a goingconcern after it audited the Company's financial statements forthe year ended Sept. 30, 2004. The auditing firm points to theCompany's recurring losses.During the two-year period ending Sept. 30, 2004, Blue Wireless &Data, Inc., recorded net losses aggregating $2.4 million. In thesix months ended March 31, 2005, the Company recorded a net lossof $2.1 million. The Company's continued existence is dependentupon its ability to take advantage of acquisition opportunities,raise capital through private securities offerings and debtfinancing and use these sources of capital to pay down its currentdebt and provide working capital. AcquisitionsDuring the first quarter ended Dec. 31, 2004 the Company completedthe acquisition of Palancar Broadband LLC, a Texas limitedliability company.During the second quarter ended March 31, 2005 the Companycompleted two acquisitions. Effective January 26, 2005 theCompany acquired Gerdes Web Services, LLC, a Texas limitedliability company and on March 15, 2005 the Company acquired DSGTechnology,Inc. d/b/a Panaband. Both of these entities engage inproviding wireless internet services and have increased thecustomer base and wireless network area coverage for the Company.Management is focusing the Company on expanding and improving itswireless internet service. Through acquisition and normal growth,the Company will continue to increase its customer base to derivethe necessary revenue generation to support operations. Liquidity PlanRecent operating results give rise to concerns about the Company'sability to generate cash flow from operations sufficient to makescheduled debt payments as they become due. During the three andsix months ended March 31, 2005, the Company continued to seekfinancing from private placements and seek acquisitions to expandits wireless broadband network and revenue customer base. TheCompany has implemented cost saving measures including staffreductions. The Company will take additional cost savingsmeasures, if necessary, to enhance its liquidity position.The Company's need to raise additional equity or debt financingand the Company's ability to generate cash flow from operationssufficient to make scheduled payments on its debts as they becomedue will depend on its future performance and its ability tosuccessfully raise capital and implement business and growthstrategies. The Company's performance will also be affected byprevailing economic conditions. Many of these factors are beyondCompany's control.If future cash flows and capital resources are insufficient tomeet the Company's debt obligations and commitments, the Companymay be forced to reduce or delay activities and capitalexpenditures, obtain additional equity capital or restructure orrefinance its debt. In the event that the Company is unable to doso, the Company may be left without sufficient liquidity and itmay not be able to meet its debt service requirements. In such acase, an event of default would occur and could result in asubstantial portion of the Company's indebtedness becomingimmediately due and payable. As a result, the Company's seniorlender would be able to foreclose on the Company's secured assets. Senior Secured DebtAt March 31, 2005, the Company maintained notes payable due toLegend Bank currently carrying a principal balance of $292,984 andaccrued interest of $23,391. Of this principal amount, $225,000is due within twelve months. Related Party DebtAt March 31, 2005, the Company had notes payable with a principalbalance totaling $136,844 due to its chief operating officer forcapital infusions made directly by its officer. These notes bearinterest ranging from 7% to 18% per annum. Accrued interest onthese notes totaled $7,574 at March 31, 2005.At March 31, 2005 the Company had notes payable with a principalbalance totaling $324,184 due to MAC Partners, LP for capitalinfusions made directly by MAC. On March 15, 2005 the Companyissued 495,000 shares of its convertible preferred Series C stockto MAC to retire this debt. Non-Related Party DebtAt March 31, 2005 the Company maintained a note payable in theprincipal amount of $284,000 related to the purchase of certainassets from RWN. Penalties for late payment accrue at the rate of1% and totaled $2,840 at March 31, 2005.The Company maintains a note payable totaling $15,000 bearinginterest at 7% from capital contributions from a financialinvestment company. This note matures January 31, 2007. Other Notes PayableThe Company maintains a note payable in the amount of $6,800payable related to its acquisition of Blue Ocean Wireless, Inc. inJune of 2004. This note bears interest at 18% and accruedinterest totaled $709 at March 31, 2005.The Company maintains a note for computer equipment in the amountof $5,299 at March 31, 2005.Blue Wireless & Data, Inc. is a service company providing awireless broadband network to its customers primarily located inareas of rural north Texas. Blue Wireless' network provides highspeed wireless broadband internet services that is low cost, pricecompetitive and easily scalable.BOUNDLESS CORP: Judge Eisenberg Approves Disclosure Statement-------------------------------------------------------------The Honorable Dorothy Eisenberg of the U.S. Bankruptcy Court forthe Eastern District of New York approved the Third AmendedDisclosure Statement explaining the Third Amended Joint Plan ofReorganization filed by Boundless Technologies, Inc., and itsdebtor-affiliates.Judge Eisenberg determined that the Disclosure Statement containsadequate information -- the right amount of the right kind ofinformation necessary for creditors to make informed decisionswhen the Debtors ask them to vote to accept the Plan.Under the Joint Plan, all distributions to be made to holders ofAllowed Claims, whether through the issuance of its capital stockor payment of monies, will be made by the Debtors, VisionTechnologies, Inc., or by Oscar Smith, the President of VisionTechnologies.Payments and Distributions to be made by the Debtors to Claimantsunder the Plan will consist of cash or new issue of BoundlessCommon Stock of the Reorganized Debtors. Any cash to be disbursedwill be distributed only by the Debtors, while Boundless CommonStock will be distributed directly by the Debtors or theirtransfer agent.The Plan groups claims and interests into nine classes, withunimpaired claims consisting of: a) Allowed Administrative Claims to be paid 100% of their claims on the Effective Date; b) the Secured Valtee Claims will be paid in full over a period of 30 to 34 months subsequent to the Effective Date; c) the Secured Vision Claims will be paid 100% with shares of Boundless Common Stock; d) the partially Secured Norstan Claim will be in 72 monthly $5,000 installments beginning on the Effective Date; and e) Allowed Priority Claims and Allowed Priority Tax Claims will be paid 100% of their claims in Cash on the Effective Date.Impaired claims consisting of: a) Allowed Unsecured Claims will receive their Pro Rata share of cash payments equal to 2% of the first $7 million of annual revenues derived from the sale of text terminals, plus 4% of annual revenues derived from text terminal sales exceeding $7 million; and b) Holders of Mandatorily Redeemable Preferred Stock and Holders of Existing Stock will not receive any cash or property under the Plan and their stock will be cancelled on the Record Date.Full-text copies of the Amended Disclosure Statement and AmendedJoint Plan are available for a fee at: http://www.researcharchives.com/download?id=040812020022The Court will convene a hearing on September 6, 2005, to discussthe merits of the Plan.Headquartered in Hauppauge, New York, Boundless Corp., is a globaltechnology company and is composed of two subsidiaries: BoundlessTechnologies, Inc., a desktop display products company, andBoundless Manufacturing Services, Inc., an emerging EMScompany providing build-to-order(BTO) systems manufacturing,printed circuit board assembly. The Company and its debtor-affiliates filed for chapter 11 protection on March 12, 2003(Bankr. E.D.N.Y. Case No. 03-81558). Jeffrey A Wurst, Esq., atRuskin Moscou Faltischek PC, represents the Debtors in theirrestructuring efforts. When the Debtor filed for protection fromits creditors, it listed total assets of $19,442,850 and totaldebts of $19,417,517.BREED TECHNOLOGIES: Asks Court to Formally Close Chapter 11 Case----------------------------------------------------------------Reorganized BREED Technologies, Inc., asks the U.S. BankruptcyCourt for the District of Delaware, to enter a final decreeclosing, or alternatively, suspending its chapter 11 case.The Court confirmed the Debtor's Third Amended Joint Plan ofReorganization on November 22, 2002 and the Plan became effectiveon December 26, 2000. Creation of Two Creditor TrustsPursuant to the Plan, two separate trusts, The Breed CreditorTrust and AlliedSignal Recovery Trust, were created to administerand distribute certain assets to creditors.The BREED Creditor Trust administers all avoidance actions. TheTrustee of the Breed Creditor Trust discloses that no furtheravoidance action lawsuits are required in the Debtor's chapter 11case since the only remaining avoidance action claims is a$475,000 claim in the bankruptcy proceeding of MCI WorldCom.The AlliedSignal Recovery Trust administers the AlliedSignal,Inc., nka Honeywell International Inc., Litigation. The lawsuitseeks compensatory damages of not less than $325 million for fraudand misrepresentation and an award of not less than $710 millionfor fraudulent transfer claims. Distributions under this Trustcannot be made unless the AlliedSignal Litigation, set for trialin late 2005, is resolved in favor of the Trust. IRS ClaimsMary F. Caloway, Esq., at Klett Rooney Lieber & Schorling, tellsthe Court that the only unresolved claim in this chapter 11 caseis the multimillion dollar claim filed by the Internal RevenueService. The Debtor and the IRS are addressing the issue throughan external IRS Audit Procedure.Ms. Caloway explains that the court should enter a final decreeclosing the Debtor's bankruptcy case pursuant to Section 350(a)of the Bankruptcy Code and Rule 3022 of the Federal Rules ofBankruptcy Procedure because: a) the order confirming the Plan became final since 2002; b) all property to be transferred under the plan has been transferred; c) the Trustee has assumed management of the assets under the Breed Creditor Trust and the AlliedSignal Recovery Trust; d) payments under the Plan have commenced; and e) all motions contested matters and adversary proceedings have been resolved.In the event that the Court disallows the closure of itsbankruptcy case, the Debtor alternatively asks for an ordersuspending the bankruptcy proceedings, pursuant to Section 305 ofthe Bankruptcy Code, until the AlliedSignal Litigation iscompleted.Ms. Caloway says that the delay of entry of a final decree andclosure of the bankruptcy case, or a suspension of the bankruptcyproceedings, will result in increased costs with no benefit to theDebtor or its estate.BREED, a global producer of automotive safety systems, filed forchapter 11 protection on Sept. 20, 1999 (Bankr. D. Del. Case No.99-3399). The Bankruptcy Court confirmed BREED's Third AmendedJoint Plan of Reorganization on Nov. 22, 2000. The plan tookeffect on Dec. 26, 2000. The Reorganized Debtor is represented byMary F. Caloway, Esq., and Mark R. Owens, Esq., at Klett RooneyLieber & Schorling, and Steven J. Kahn, Esq., at Pachulski, Stang,Ziehl, Young, Jones & Weintraub P.C.BURLINGTON IND: Trust Wants Court OK on DENR & Highland Settlement------------------------------------------------------------------The BII Distribution Trust asks the U.S. Bankruptcy Court for theDistrict of Delaware to approve a settlement agreement among theTrust, Highland Industries, Inc., and the North CarolinaDepartment of Environment and Natural Resources. The DENR ClaimsOn July 18, 2002, the State of North Carolina, on behalf of theSuperfund Section and the Underground Storage Tank Section of theDivision of Waste Management of the North Carolina DENR, filedClaim No. 1075, pursuant to the Comprehensive EnvironmentalResponse, Compensation and Liability Act, as amended by theSuperfund Amendments and Reauthorization Act of 1986. The FirstDENR Claim sought $5,627,319, for response costs including theassessment and clean up of eight sites.On September 38, 2002, pursuant to CERCLA/SARA, the DENR filedClaim No. 1443 for $7,565,619, for response costs includingassessment and clean up of nine sites. The Second DENR Claimamended and superseded the DENR First Claim.On April 4, 2003, the DENR filed a third proof of claim, ClaimNo. 1499, pursuant to CERCLA/SARA. Claim No. 1499 amended andsuperseded the Second DENR Claim. The Third DENR Claim sought$8,092,315, for the projected response costs of assessment andclean up of nine sites: (1) Site at 6008 High Point Road, Greensboro, Guilford County, North Carolina, (2) Site at 300 East Meadowview Road, Greensboro, Guilford County, North Carolina, (3) Unit 3 at Phoenix Street, Statesville, Iredell County, North Carolina, (4) Kernersville Finishing Plant site at 215 Drumand Street, Kernersville, Forsyth County, North Carolina, (5) Wake Finishing Plan site at US Highway 1, Raleigh, Wake County, North Carolina, (6) Site at 116 Atoah Street, Robbinsville, Graham County, North Carolina, (7) Site in Rhonda, Wilkes County, North Carolina, (8) Site on US 64, east of Lexington, Davidson County, North Carolina; and (9) J-Street Site in Erwin, Hartnett County, North Carolina.The three DENR Claims assert general unsecured claims against theDebtors.At the Debtors' request, the Court expunged the First DENR Claimon October 23, 2003.Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., inWilmington, Delaware, relates the Trust objected to the Secondand Third DENR Claims. The Court expunged the Second DENR Claimon November 23, 2004. The Highland ClaimsOn July 19, 2002, Highland Industries, Inc., filed Claim No.1140, asserting an unliquidated general unsecured claim.On September 22, 2003, Highland filed Claim No. 1541 for$1,367,000, plus other amounts. The Second Highland Claimamended and superseded the First Highland Claim. The SecondHighland Claim seeks indemnification from liability for thecontamination of the Kernersville Site pursuant an Asset PurchaseAgreement between Highland and the Debtors. The Second HighlandClaim also asserts claims for: -- the diminution in value of the Kernersville Site due to environmental contamination, amounting to $1,352,000; -- the assessment cost relating to the Kernersville Site totaling $15,000; and -- unknown amounts related to a release of a hazardous waste.At the Debtors' request, the Court expunged the First HighlandClaim in July 2004. In September 2004, the Trust objected to theSecond Highland Claim. The EPA ClaimOn July 18, 2002, the United States, on behalf of theEnvironmental Protection Agency, filed a proof of claim againstthe Debtors. The EPA Claim asserted a claim pursuant toCERCLA/SARA for unreimbursed response costs incurred and anypotential future response costs to be incurred at three sites,including two sites in North Carolina -- the J Street Site andFCX-Statesville Site.The Debtors, the EPA and the United States of America enteredinto a settlement agreement to resolve the EPA Claim. The Courtapproved the Settlement on October 18, 2004. The Settlement AgreementTo resolve the DENR Claims and the Highland Claims, without anyadmission of liability, the Trust entered into a settlementagreement with Highland Industries and North Carolina DENR.The salient terms of the Settlement Agreement are: (a) With regard to the J-Street Site, the DENR Claims will be deemed to have been withdrawn with prejudice based on the previously approved settlement between the Debtors and the EPA; (b) With regard to the Kernersville Site, the DENR Claims will be allowed as a Class 4 General Unsecured Claim for $250,000. All funds received by DENR pursuant to the terms of the Debtors' Plan of Reorganization on the claim for the Kernersville Site will be used for payment of the future response costs for further assessment and clean up of the Kernersville Site, including purchase of equipment; (c) With regard to the Meadowview Site, the DENR Claims will be allowed as a Class 4 General Unsecured Claim for $507,181; (d) With regard to all other sites set forth in the DENR Claims, the DENR Claims will be allowed as a Class 4 General Unsecured Claim for $848,819. In the event the DENR determines that insufficient funds remain to practically conduct further investigation or remediation of the contamination arising from the Debtors' activities at sites other than the Meadowview and Kernersville Sites or that funds from the General Unsecured Claim for the Other Sites remain after investigation and remediation are complete at the Other Sites, the DENR may use any funds remaining from the General Unsecured Claim for the Other Sites for the Meadowview Site as the DENR deems appropriate; (e) The total Allowed General Unsecured Claim of the DENR will be $1,606,000 divided among the Sites; (f) With regard to the Kernersville Site, the Second Highland Claim will be allowed as a Class 4 General Unsecured Class Claim for $550,000, for further assessment and clean up due to the environmental contamination of the Kernersville Site; (g) Upon Court approval, the Debtors and the Trust will have no further responsibility, except as those set forth, concerning the assessment and remediation of the Sites for past releases; (h) With regard to the Meadowview Site, the Debtors' Registered Environmental Consultant submitted a Remediation Plan to the DENR. However, the Remedial Plan is several years old and will need to be updated to determine the appropriate remedial action for the Meadowview Site. The DENR agrees that the funds received from its Allowed General Unsecured Claim for the Meadowview Site will be used to investigate and remediate the contamination arising from the Debtors' activities at the Meadowview Site, in accordance with the State's applicable requirements. In the event the DENR determines that insufficient funds remain to practically conduct further investigation or remediation of the contamination arising from the Debtors' activities at the Meadowview Site, the DENR may use any funds remaining from the Allowed General Unsecured Claim for the Meadowview Site as the DENR deems appropriate; (i) With regard to the Kernersville Site, the DENR and Highland agree that the continued remediation of the Kernersville Site and the payment for the remediation will be provided as: (1) To the extent allowed by law, the Division of Waste Management and the Underground Storage Tank Section will oversee Highland's remediation at the Kernersville Site until at least the BII Payment on the DENR's claims for the Kernersville Site have been expended on the remediation; (2) The BII payment on the DENR's claims for the Kernersville Site will be deposited into a segregated escrow account that is restricted so that DENR will only use the funds for the Kernersville Site remediation. Brenda Rivers, financial officer of the UST Section, will be responsible for setting up the DENR Kernersville Account. Highland may request an accounting of the funds from the Financial Officer who will be authorized to provide that information. The DENR agrees that the DENR BII Kernersville Payment will be held in trust by DENR for the benefit of Highland and its successors-in-interest, for remediation of the Kernersville Site. To ensure the segregated account, the Trust will notify Highland before it pays the DENR on the DENR Claim for the Kernersville Site. The transfer of the DENR BII Kernersville Payment will not be made until the DENR Kernersville Account has been established. The Trust will transfer the DENR BII Kernersville Payment directly into the DENR Kernersville Account; (3) The amount of the recovery paid by the Trust on the Highland Claim will be used exclusively for the remediation of the Kernersville Site; (4) The DENR and Highland will each designate a project contact or contacts to oversee the remediation and the disbursement of funds for the Kernersville Site remediation. (5) The DENR acknowledges that Highland is a third party beneficiary of the agreement between the Trust and the DENR allowing the DENR'S Claim for the Kernersville Site for $250,000, and Highland will be entitled to require the DENR to use the DENR BII Kernersville Payment solely for remediation at the Kernersville Site. Similarly, Highland acknowledges that the DENR is a third party beneficiary of the agreement between BII and Highland allowing Highland's claim for the Kernersville Site for $550,000, and the DENR will be entitled to require the use of the Highland BII Payment solely for remediation at the Kernersville Site; (6) The DENR will use the funds in the DENR Kernersville Account for the purchase of necessary equipment for the remediation of the Kernersville Site, and secondarily for other remediation if funds are available after the purchase of equipment. The parties acknowledge that new remediation equipment may be required at the Kernersville Site before active remediation can be recommenced. The remediation equipment will have little or no value at the completion of remediation; (7) Highland's agreement to continue the remediation started by the Debtors and to expend the Highland BII Payment for remediation will not be construed to indicate that Highland is a responsible party for the remediation of the Kernersville Site, which liability Highland denies; and (8) In the event that the remediation of the Kernersville Site is completed prior to the use of the DENR BII Kernersville Payment and the Highland BII Payment, then on the execution of an acknowledgment by the DENR and Highland that the remediation of the Kernersville Site is complete, each party will be able to use the remaining finds received from the Trust related to the Kernersville Site, free of any restrictions in the Settlement Agreement; and (j) In consideration of the allowance of the General Unsecured Claims and the payment of distributions on those claims, the DENR and Highland release their Claims against the Debtors, the Trust and any successor company emerging under the Chapter 11 Plan.Headquartered in Greensboro, North Carolina, BurlingtonIndustries, Inc. -- http://www.burlington-ind.com/-- was one of the world's largest and most diversified manufacturers of softgoods for apparel and interior furnishings. The Company filedfor chapter 11 protection in November 15, 2001 (Bankr. Del. CaseNo. 01-11282). Daniel J. DeFranceschi, Esq., at Richards, Layton& Finger, and David G. Heiman, Esq., at Jones Day, represent theDebtors. WL Ross & Co. LLC purchased Burlington Industries andthen sold the Lees Carpets business to Mohawk Industries, Inc.Combining Burlington with Cone Mills, WL Ross createdInternational Textile Group. Burlington's chapter 11 Planconfirmed on October 30, 2003, was declared effective on Nov. 10,2003. (Burlington Bankruptcy News, Issue No. 62; BankruptcyCreditors' Service, Inc., 215/945-7000)CATHOLIC CHURCH: Spokane's Move to Set Claims Bar Date Draws Fire-----------------------------------------------------------------As previously reported in the Troubled Company Reporter on June 3,2005, the Spokane Diocese asked Judge Williams to set the bar datefor filing non-governmental proofs of claim at 90 days after theCourt approves the request or at another date that the Courtdetermines to be appropriate under the circumstances. Futures Representative ObjectsGayle E. Bush, the Future Claims Representative in the Diocese ofSpokane's Chapter 11 case, contends that Spokane's proposedClaims Bar Date and registration requirement violate the policy ofprotecting victims of childhood sexual abuse. Spokane and itsinsurers are seeking to require the Categories V and III claimantsto file proofs of claim before the statute of limitations evenbegins to run, and before a claimant knows of his injury."This is manifestly unfair and harsh to the claimants," Mr. Bushtells the U.S. Bankruptcy Court for the Eastern District ofWashington.Since it may take years for victims of childhood sexual abuse toconnect their abuse to their injuries, Mr. Bush maintains thatthese victims require special consideration and protection. Infact, Mr. Bush notes that in the Archdiocese of Portland inOregon's Chapter 11 case pending in the U.S. Bankruptcy Court forthe District of Oregon, Judge Perris recognized the need forspecial protection of victims of childhood sexual abuse.Specifically, the Portland Archdiocese and its insurers sought torestrict claims of the Causal Link claimants limiting the role ofthe Future Representative to representation of only minors andthose victims who have repressed their memory. However, JudgePerris rejected that limitation. Judge Perris acknowledged thatthe sexual abuse victims had claims, even if they had not made aconnection. To protect their rights, Judge Perris allowed thefuture claims representative in Portland's case to file proofs ofclaim on behalf of those who had not made the connection betweenthe abuse and their injuries.Mr. Bush agrees with the approach taken by Judge Perris, andasserts that as Futures Representative, he should also be allowedto file proofs of claim on behalf of Causal Link claimants inSpokane's case.Mr. Bush further believes that a trust must be created. TheBankruptcy Code allows debtors to deal with future claims bycreating a trust through the plan of reorganization. Section524(g) of the Bankruptcy Code prevents future claimants frompursuing the debtor except for claims against the trust fund.This is the proper mechanism for limiting and controlling futureclaims, Mr. Bush asserts. Creating a trust fund and allowing theFutures Representative to file proofs of claim on behalf ofvictims protects the victims' due process rights.The Futures Representative also objects to the insurance carrier'sstatement in support of Spokane's request. Mr. Bush believes thatthe Insurers have no standing and they are attempting to use theprocess of determining a claims bar date as a way to restricttheir liability. Mr. Bush points out that registering is no lesspainful than filing a proof of claim, because the form ofregistration proposed by the Insurers requires the same level ofdetailed information as the Proof of Claim form.The Roman Catholic Church of the Diocese of Spokane filed forchapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) onDec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen,Coffin, Brooke & Miller, LLP, represents the Spokane Diocese inits restructuring efforts. When the Debtor filed for protectionfrom its creditors, it listed $11,162,938 in total assets and$81,364,055 in total debts. (Catholic Church Bankruptcy News,Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)CATHOLIC CHURCH: Immaculate Heart Taps Southwell as Counsel-----------------------------------------------------------Immaculate Heart Retreat Center needs representation in theDiocese of Spokane's Chapter 11 case and in the adversaryproceeding captioned Committee Tort Litigants v. Catholic Bishopof Spokane, et al. (Adv. Pro. No. 05-80038).For this reason, Immaculate Heart seeks authority from the U.S.Bankruptcy Court for the Eastern District of Washington to retainSouthwell & O'Rourke, P.S., as its attorneys, nun pro tunc, toMay 2, 2005.Deacon John Ruscheinsky, Executive Administrator on behalf ofImmaculate Heart, informs Judge Williams that Immaculate Heartwill pay the firm's professionals based on their hourly rates: Dan O'Rourke $275 Kevin O'Rourke $215Immaculate Heart will also pay actual expenses incurred by thefirm.Immaculate Heart believes that it is a separate and distinct legalentity from the Diocese and that its assets are not property ofthe estate.Mr. Ruscheinsky assures Judge Marlar that that Southwell &O'Rourke does not hold or represent any interest adverse to theDiocese, and is "disinterested" within the meaning of Section101(14) of the Bankruptcy Code.The Roman Catholic Church of the Diocese of Spokane filed forchapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) onDec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen,Coffin, Brooke & Miller, LLP, represents the Spokane Diocese inits restructuring efforts. When the Debtor filed for protectionfrom its creditors, it listed $11,162,938 in total assets and$81,364,055 in total debts. (Catholic Church Bankruptcy News,Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000)CALL-NET ENTERPRISES: Rogers Purchase Cues Fitch to Lift Ratings----------------------------------------------------------------Fitch Ratings has upgraded the rating assigned to the seniorsecured notes of Call-Net Enterprises Inc. to 'BB' from 'B-' andremoved the company from Rating Watch Positive. The RatingOutlook for Call-Net is Stable.The rating action reflects Rogers Communications Inc.'s receipt ofthe necessary approvals to close the Call-Net acquisition. OnJune 30, 2005, the Ontario Superior Court of Justice gave a finalapproval to the transaction. Consequently, since shareholders atboth Call-Net and RCI have also approved the transaction,effective July 1, Call-Net became an operating subsidiary of RCI.Fitch takes a consolidated view when rating RCI and its othersubsidiaries, Rogers Cable and Rogers Wireless. Accordingly,while RCI did not guarantee the Call-Net debt, the ratingincorporates the strength of the Rogers group of companies and thestrategic importance of Call-Net's assets to RCI that Fitchexpects to become highly integrated over time. The notchingdifference between the secured debt at Call-Net and the secureddebt at Rogers Wireless and Rogers Cable, which are rated 'BB+',reflects Fitch's belief that the wireless and cable operationswould support a higher level of anticipated recovery in a stressedscenario.On May 11, 2005, RCI announced the company had entered adefinitive agreement to acquire Call-Net Enterprises Inc. in astock-based transaction. At closing, RCI issued one class Bnonvoting share of RCI for each 4.25 shares of Call-Net,representing a value of $330 million. RCI also assumed US$223million in senior secured notes and a fully drawn accountsreceivable program of $55 million. While the secured notescontain a change of control provision, Fitch does not expectbondholders to tender the debt since the notes are trading at apremium to the redemption price. However, in January 2006, thedebt becomes redeemable at the company's option with a make wholepremium. For 2004, Call-Net generated $819 million of revenue and$105 million in EBITDA. Fitch believes the transaction is creditneutral for RCI with the company deriving benefits from Call-Net'slonghaul network, business exposure, and overlapping telephonycustomers.The ratings on the Rogers group of companies incorporates therelatively high debt levels, the negative free cash flow at aconsolidated RCI, and the lack of meaningful restrictions onadvancing funds between companies. Additionally, Fitch recognizesthe strong business position of cable and wireless as evidenced byRogers bundle of video, HSD, wireless, and cable telephony (launchin second half of 2005) services.Debt at the consolidated RCI should increase modestly in 2005,largely as a result of funding requirements at Rogers Cable,before stabilizing in 2006. Consolidated cash generation isexpected to materially improve over the rating horizon, driven bysizable cash flow improvements at Rogers Wireless, modest cashflow increases at Rogers Cable, and reduced capital spending atRogers Cable. Consolidated leverage for 2005 should remain atapproximately the same level as the end of 2004 (5.2 times [x])with leverage improving moderately in 2006.CAMINOSOFT CORP: Restated Financials Include Going Concern Doubt---------------------------------------------------------------- BDO Seidman, LLP, Caminosoft Corp.'s independent auditors,expressed substantial doubt about the Company's ability tocontinue as a going concern in the restated financial statementsincluded in the Company's Form 10-K for the fiscal year endedSept. 30, 2004, submitted to the Securities and ExchangeCommission. The auditors point to the Company's recurring lossesfrom operations and net capital deficiency.The Company incurred a net loss of $2,144,075 for the year endedSept. 30, 2004 and lost $2,164,199 in the year ended Sept. 30,2003. The Company will require additional financing in order toexpand its business and continue operations. The Company'sworking capital requirements in the foreseeable future will dependon a variety of factors including its ability to implement itssales and marketing plan.The Company plans to continue to focus on the integration of itsproducts and solutions with O.E.M. partner products for sales anddistribution. This includes selling products through thedistribution channels of the partners. The Company has newarrangements, which it believes will generate higher levels ofrevenue in fiscal 2005.Management has developed additional contingency plans to ensureexpenses can be reduced and brought in line with revenues achievedduring 2005, allowing the Company to extend the operating capital.The Company currently expects that the new financing will providesufficient cash to fund its projected operations for theimmediately foreseeable future and believes additional financingwill be available if and when needed. If the Company is unable toachieve projected operating results or obtain additional financingif and when needed, management will be required to curtail growthplans and scale back development activities. If adequate fundsare not available or are not available at acceptable terms, theCompany's ability to finance its expansion, develop or enhanceservices or products or respond to competitive pressures would besignificantly limited.Formerly known as Interscience Computer Services, CaminoSoftCorp., markets the Managed Server HSM line of computer datastorage management software. It also sells storage tools that workwith Novell's NetWare operating system and MEDISTAR, a softwaresuite for medical records. Affiliate funds of Dallas-basedRenaissance Capital Group own about 80% of CaminoSoft, includingconvertible debt. Officers and directors as a group hold about 19%of the company.At Dec. 31, 2005, Caminosoft Corporation's balance sheet showed a$1,663,430 stockholders' deficit, compared to a $1,404,620 deficitat Sep. 30, 2004.CELESTICA INC: Accepting Liquid Yield Option Notes for Repurchase-----------------------------------------------------------------Celestica Inc. (NYSE, TSX: CLS) reported that holders of itsLiquid Yield Option(TM) Notes due 2020 (Zero Coupon-Subordinated)have the right to surrender their LYONs for purchase as of July 5,2005.Each holder of the LYONs has the right to require Celestica topurchase on Aug. 2, 2005, all or any part of such holder's LYONsat a price equal to $572.82 per $1000 principal amount atmaturity. Under the terms of the LYONs, Celestica has the optionto settle its repurchase obligation in cash, subordinate votingshares, or a combination of cash and subordinate voting shares,and has elected to pay for the LYONs solely with cash. If alloutstanding LYONs are surrendered for purchase, the aggregate cashpurchase price will be approximately $352 million.In order to surrender LYONs for purchase, a purchase notice mustbe delivered to JPMorgan Chase Bank, the trustee for the LYONs, onor before 5:00 p.m. EDT, on or before Aug. 2, 2005. Questions andrequests for assistance in connection with the process for thesurrender of LYONs may be directed to JPMorgan Chase Bank, N.A.,at (800) 275-2048. Holders of LYONs complying with thetransmittal procedures of the Depository Trust Company need notsubmit a physical purchase notice to JPMorgan Chase Bank. Holdersmay withdraw any LYONs surrendered for purchase in response tothis offer at any time prior to 5:00 p.m., EDT, on August 2, 2005.Celestica will file a Tender Offer Statement on Schedule TO withthe Securities and Exchange Commission on July 5, 2005. Celesticawill make available to LYONs holders, through the Depository TrustCompany, documents specifying the terms, conditions and proceduresfor surrendering and withdrawing LYONs for purchase. LYONsholders are encouraged to read these documents carefully beforemaking any decision with respect to the surrender of LYONs,because these documents contain important information regardingthe details of Celestica's obligation to purchase the LYONs.The LYONs are convertible under certain circumstances into 5.6748shares of Celestica subordinate voting shares per $1,000 principalamount at maturity of LYONs, subject to adjustment under certaincircumstances.Celestica, Inc. -- http://www.celestica.com/-- is a world leader in the delivery of innovative electronics manufacturing services-- EMS. Celestica operates a highly sophisticated globalmanufacturing network with operations in Asia, Europe and theAmericas, providing a broad range of integrated services andsolutions to leading OEMs (original equipment manufacturers).Celestica's expertise in quality, technology and supply chainmanagement, enables the company to provide competitive advantageto its customers by improving time-to-market, scalability andmanufacturing efficiency. * * *As reported in the Troubled Company Reporter on Feb. 8, 2005,Moody's Investors Service has lowered the credit ratings ofCelestica Inc., concluding the review that was initiated onDecember 10, 2004. Specifically, the senior implied rating waslowered to Ba3 from Ba2, the senior unsecured issuer rating waslowered to B1 from Ba3 and the subordinated notes' seniorsubordinated and LYONS, rating was lowered to B2 from Ba3. TheSGL-1 liquidity rating was affirmed. Moody's says the ratingoutlook is stable.CELTRON INTERNATIONAL: Significant Losses Spur Going Concern Doubt------------------------------------------------------------------Cordovano and Honeck, LLP, expressed substantial doubt aboutCeltron International, Inc.'s ability to continue as a goingconcern after it audited the Company's financial statements forthe year ended Dec. 31, 2004. The auditing firm points to theCompany's significant operating losses.Since inception, the Company has experienced losses and financedits operations primarily through the sale of common stock or byloans from shareholders. The net loss for the year endedDecember 31, 2004 was $6,612,837, as compared to a net loss atDecember 31, 2003 of $3,153,204. Management attributes theincrease in net loss primarily to expenses charged for stock basedcompensation of $6,123,889, including a one-time charge forresearch and development costs for the Company's tracking system,in the amount of $4,071,922. Liquidity and Capital ResourcesAs of December 31, 2004, the Company has $115,578 cash on hand andcurrent liabilities of $853,658, as compared to $31,512 cash onhand and current liabilities of $858,700 for the same period of2003. The Company has material commitments to perform licenseagreements acquired as a result of the acquisition of the assetsof Celtron International, Ltd., and for payments on its contractsfor the acquisition of subsidiaries in the next twelve months.Management believes that the Company's current cash needs, for atleast the next twelve months, can be met by its revenues. Failingthat, management will rely on loans from the directors, officersand shareholders of the Company, and by private placements ofcommon stock. However, the Company's principals are not legallyobligated to loan it these operating funds, and there can be noassurance that any private placements will be successful. Accountant ChangesOn March 2, 2005, Celtron International dismissed its independentaccountant and appointed Stark Winter Schenkein & Co., LLP. OnApril 28, 2005, Stark Winter Schenkein resigned, without issuing areport on the Company's financial statements. The decision tochange accountants was approved by Celtron's Board of Directors.On May 9, 2005, the Company re-engaged Cordovano and Honeck as itsindependent accountant.Celtron International Inc. is in the business of marketingproducts and services in mobile commerce, vehicle locating andmanagement, and asset tracking and telemetry solutions. Celtron'sproducts and services incorporate the latest, state of the arttechnology, including cellular, global positioning, and satellitetechnology with our tracking and management systems, and thelatest mobile technology and its applications in providing mobiletechnology solutions.CHEMTURA CORP: Great Lakes Acquisition Prompts S&P to Lift Ratings------------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings, includingthe corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.(fka Crompton Corp.). The ratings are removed from CreditWatchwith positive implications, where they were placed on March 9,2005. The outlook is stable.The rating actions follow Middlebury, Connecticut-based Chemtura'srecently completed acquisition of Great Lakes Chemical Corp. forapproximately $1.6 billion in common stock, plus the assumption ofdebt. The upgrades reflect an immediate strengthening ofChemtura's business mix and cash flow protection and debt leveragemeasures as a result of the equity-financed acquisition of a muchhigher-rated company."The acquisition accelerates the strengthening of Chemtura'scredit quality statistics, which are expected to reach appropriatelevels for the revised ratings within the next two years," saidStandard & Poor's credit analyst Wesley E. Chinn.With the completion of the acquisition, the corporate credit andsenior unsecured debt ratings on Great Lakes Chemical were loweredto 'BB+' from 'BBB+', while the commercial paper rating waswithdrawn. The ratings on Chemtura's notes and debentures as wellas notes at Great Lakes Chemical are now on par with the 'BB+'corporate credit rating on Chemtura, reflecting Chemtura'sexisting bank credit facility being replaced with an unsecuredbank facility and the modification of public indentures (resultingin cross guarantees) providing holders of all debt of the combinedcompany with equal access to the assets of the consolidated entityin the event of a default.The ratings on Chemtura incorporate: - the vulnerability of its operating results to: * competitive pricing pressures, * raw-material costs, and * cyclical markets; and - weak cash flow protection measures.These aspects are tempered by: - a diversified portfolio of meaningful specialty and industrial chemical businesses (generating annual pro forma revenues of roughly $4 billion), - the prospect of significantly improving earnings and strengthening operating margins near term, and - management's focus on improving the product mix and reducing debt during the next few years.The stability of certain businesses, including crop protection andpetroleum additives, an improved focus on pricing strategy,further cost-cutting initiatives, and the shedding ofunderperforming activities bolster earnings prospects.Management's strong commitment to debt reduction should also aidin the strengthening of cash flow protection to appropriatelevels.The cyclicality of some markets, uncertainties regarding raw-material and energy costs, and general economic conditions, andearnings challenges at the recreational water chemicals businessserve to temper the potential magnitude of the expectedimprovement of credit quality measures during the next couple ofyears. Moreover, antitrust and restructuring payments and otherlegacy factors will continue to hamper the generation ofdiscretionary cash flows. Nevertheless, if Chemtura continues torealize significant earnings progress and debt reduction in comingquarters, a revision of the outlook to positive would bewarranted.CLARK MATERIAL: Asks Court to Formally Close Two Affiliates' Case-----------------------------------------------------------------The Forklift Liquidating Trust, successor to Clark MaterialHandling Company and its debtor-affiliates, asks the U.S.Bankruptcy Court for the District of Delaware, to enter a finaldecree and order formally closing the chapter 11 cases of CMH 2,Inc., fka Clark Alabama, Inc., and CMH3, Inc., fka HydroelectricLift Trucks, Inc.The Court confirmed the Debtors' Third Amended Plan of Liquidationon October 22, 2003, and the Plan became effective on August 18,2004.Pursuant to the confirmed liquidation plan, the estates of CMH 2,CMH 3 and Clark Material Handling Company were substantivelyconsolidated on the effective date. After the consolidation,Clark Material, nka Forklift LP Corporation, assumed all claimsagainst CMH 2 and CMH 3.The Trust explains that since the bankruptcy estates of thedebtor-affiliates have been fully administered, the Court shouldgrant its request to enter a final decree and order to formallyclose their bankruptcy case pursuant to Rule 3022 of the FederalRule of Bankruptcy Procedure and Section 350 of the BankruptcyCode.The Trust adds that it has reached settlements in certainadversary proceedings and is actively litigating avoidanceactions. The Trust anticipates making distributions to unsecuredcreditors at the conclusion of these lawsuits. About Clark MaterialClark Material Handling Company, CMH 2, Inc., and CMH3, Inc.,filed for Chapter 11 protection on April 17, 2000 (Bankr. D. Del.Case No. 00-01730). Headquartered in Lexington, Kentucky, TheDebtors were leading domestic and international designers,manufacturers and marketers of a complete line of forklift trucks,parts and other related products and services.On January 31, 2003, the Debtors sold substantially all theirassets to DABO Acquisition, Inc. for $7.5 million and DABO assumedcertain post-petition liabilities. The Debtors' Third AmendedPlan of Liquidation was confirmed on October 22, 2003, and theplan became effective on August 18, 2003. Teresa K.D. Currier,Esq., Adam G. Landis, Esq., and Eric Lopez Schnabel, Esq., atKlett Rooney Lieber & Schorling, P.C., represent the Debtors intheir bankruptcy cases.CONNEXION INC: Voluntary Chapter 11 Case Summary------------------------------------------------Lead Debtor: Connexion, Inc. 100 West Elm Street, Suite 300 Conshohocken, Pennsylvania 19428Bankruptcy Case No.: 05-20954Debtor-affiliate filing separate chapter 11 petition: Entity Case No. ------ -------- MetroTec Communications, Inc. 05-20953Type of Business:Chapter 11 Petition Date: July 6, 2005Court: Eastern District of New York (Brooklyn)Debtors' Counsel: Steven Wilamowsky, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099 Tel: (212) 728-8499 Fax: (212) 728-8111 Estimated Assets Estimated Debts ---------------- ---------------Connexion, Inc. $10 Million to $50 Million to $50 Million $100 MillionMetroTec Communications, Inc. $1 Million to $50 Million to $10 Million $100 MillionThe Debtors did not file a list of their 20 largest unsecuredcreditors.DLJ MORTGAGE: Stable Pool Performance Cues S&P to Lift Ratings--------------------------------------------------------------Standard & Poor's Ratings Services affirmed its ratings on fiveclasses of DLJ Mortgage Acceptance Corp.'s commercial mortgagepass-through certificates from series 1996-CF1.The affirmed ratings reflect the stable performance of theseasoned pool, as well as credit enhancement levels that provideadequate support through various stress scenarios.As of the June 13, 2005 remittance report, the collateral poolconsisted of 23 loans with an aggregate principal balance of $111million, down significantly from 93 loans totaling $470.1 millionat issuance. The master servicer, GMAC Commercial Mortgage Corp.,provided Dec. 31, 2004 or June 30, 2004 net cash flow debt servicecoverage figures for 79% of the pool. Based on this information,Standard & Poor's calculated a weighted average DSC of 1.23x, downfrom 1.36x at issuance. To date, the trust has experienced fivelosses totaling $6 million. The only delinquent loans in the poolare the three loans (14.9 million, 13%) with the special servicer,LNR Partners Inc. The collateral properties for the loans are REOand appraisal reduction amounts (ARAs) totaling $7.5 million areoutstanding.The top 10 loans have an aggregate outstanding balance of$87.7 million (79%). Excluding the second-, third-, and sixth-largest loans in the pool for nonreporting, the weighted averageDSC for the top 10 loans has decreased to 1.23x for the yearending Dec. 31, 2004 from 1.33x at issuance. The decreasedDSC reflects the decline in performance of the fourth-, fifth-,and eighth-largest loans, which are on GMACCM's watchlist and arediscussed below. Standard & Poor's reviewed property inspectionsprovided by GMACCM for all of the assets underlying the top 10loans and all were characterized as "good."There are three specially serviced loans ($14.9 million, 13%) thatare all secured by REO properties. The third-largest loan ($10.5million, 9%) in the pool is secured by a 409-room Clarion hotel,formerly a Holiday Inn, in Irving, Texas, which was built in 1973and renovated in 1980. The hotel has not recovered from the weakregional economy or the decline in business travel, and has beenhurt by increased competition in the Dallas-Fort Worth AirportSouth submarket. An ARA of $6.2 million is in effect based on a$6 million appraisal dated May 7, 2004. Total loan exposure,including advancing, is $12.6 million as of June 13, 2005.The two other REO loans remaining have principal balances of $2.3and $2.2 million, respectively. Each loan is secured by a retailproperty in rural Illinois, each of which is approximately 40,000sq. ft. Each of the collateral properties was formerly occupiedsolely by Eagle Food Centers Inc., which filed for bankruptcy May15, 2003. Subsequently, Eagle Food Centers Inc. rejected theleases and vacated the properties. ARAs of $872,468 and $463,587,respectively, are in effect on the $2.3 and $2.2 million loans,based on appraisals of $1.6 million and $2.1 million. As of June13, 2005, total loan exposures, including advancing, are $2.5million and $2.4 million, respectively.GMACCM's watchlist consists of seven loans with an aggregateoutstanding balance of $28.1 million (25%). The Madison Hotel inMorristown, New Jersey is the fourth-largest loan with a scheduledbalance of $9.1 million (8%). Due to the loss of seminar groupsto competitive properties, the borrower renovated the hotel toprovide updated technology. The borrower also added conferencespace by converting some of the hotel's guest rooms. Theimprovements met with some success as the DSC and occupancy were0.29x and 59%, respectively, for the 12 months ending Dec. 31,2004, compared to respective figures of 0.06x and 60% for theprevious year.The fifth-largest loan ($8.7 million, 8%) is secured by aleasehold interest in a 235,692-sq.-ft. retail asset located inGreenville, South Carolina. The loan was placed on the watchlistafter Service Merchandise (50,000 sq. ft.) vacated its space in2002. While the borrower has leased some additional space andperformance has improved over the past year, DSC was 0.95x andoccupancy was 75% for the year ending Dec. 31, 2004.The eighth-largest loan ($4.7 million, 4%) is secured by a 323-unit multifamily property in Houston, Texas that was built in1967. The loan was placed on the watchlist following a managementchange at the collateral property, which magnified the property'spoor performance in a difficult market. For the year ending Dec.31, 2004, DSC was 0.76x and occupancy was 63%.The trust collateral for this transaction is located across 12states with Michigan (21%), California (17%), Texas (16%), andMassachusetts (10%) each accounting for more than 10% of the poolbalance. The loans are secured by retail (32%), office (24%),lodging (20%), multifamily (13%), and mixed-use (11%) properties.Standard & Poor's stressed various loans with credit issues aspart of its pool analysis. The resultant credit enhancement levelssupport the affirmed ratings. Ratings Affirmed DLJ Mortgage Acceptance Corp. Commercial mortgage pass-thru certs series 1996-CF1 Class Rating Credit Enhancement ----- ------ ------------------ A-3 AAA 96.62% B-1 AAA 69.17% B-2 AAA 60.66% B-3 AA 33.09% B-4 B+ 12.99%DONALD MARTIN: Case Summary & 20 Largest Unsecured Creditors------------------------------------------------------------Debtor: Donald Eugenio Rivera & Maribel Colon Jumenez Martin dba EM Cleaning and General Contractor ZMS - Suite 406 Plaza Rio Hondo Bayamon, Puerto Rico 00961Bankruptcy Case No.: 05-06191Type of Business: The Debtor offers construction and industrial cleaning services.Chapter 11 Petition Date: July 5, 2005Court: District of Puerto Rico (Old San Juan)Debtor's Counsel: Jesus Santiago Malavet, Esq. Santiago Malavet & Santiago Law Office 470 Sagrado Corazon Street San Juan, Puerto Rico 00915 Tel: (787) 727-3058 Fax: (787) 726-5906Total Assets: $1,472,625Total Debts: $4,084,055Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Migdalia Donate Sanchez Bank loan $760,000c/o Lic. Rita Marchese TorresP.O. Box 50459Toa Baja, PR 00950-0459Rokie Gonzalez Trade debt $617,777c/o Lic. Maria S. KortrightSolerP.O. Box 360156San Juan, PR 00936-0156Luis Arroyo Trade debt $617,777c/o Lic. Ruben GonzalezPMB 43 Calle 43 UU-1Santa JuanitoBayamon, PR 00956Power Sign Inc. Trade debt $225,000c/o Lic. Jorge RolandoQuintanaP.O. Box 366029San Juan, PR 00936-6029Banco Bilbao Vizcaya Bank loan $212,000P.O. Box 364745San Juan, PR 00936-4745Angel Marrero Romany Trade debt $91,000P.O. Box 9020862San Juan, PR 00902Matilde Guzman Bank loan $60,500c/o Juan A. Hernandez &Assoc.P.O. Box 367059San Juan, PR 00936-7059Minerva Rodriguez Trade debt $50,000c/o Lic. Edna I. BeltranSilvagnoli78 Calle Esteban PAdillaBayamon, PR 00959Popular Auto Bank loan $35,000P.O. Box 366818San Juan, PR 00936-6818Western Bank Bank loan $383,543P.O. Box 1180 Value of collateral:Mayaguez, PR 00681-1180 $350,000Pitterson Martinez Trade debt $28,024c/o Lic. Mark AntonyCond. Darlington, Suite 4101007 Mu�oz Rivera AvenueRio Piedras, PR 00925Popular Auto Bank loan $20,000P.O. Box 366818San Juan, PR 00936-6818Internal Revenue Service Trade debt $20,000Mercantil Plaza Bldg.,Room 9142 Avenue Ponce De LeonStop 27 1/2San Juan, PR 00918-1693Academy Collection Services, Trade debt $18,220Inc.P.O. Box 16119Philadelphia, PA 19114-0119Ready Mix Company Trade debt $15,000Division LegalP.O. Box 364487San Juan, PR 00936-4487Citibank CCSI Bank loan $13,394P.O. Box 9023593San Juan, PR 00902-3593ICI Paints Puerto Rico, Inc. $12,990c/o Orlando MartinezSotomayor,623 Ponce De Leon Avenue,Suite 1201-BSan Juan, PR 00917Pedro Marrero Trade debt $10,384c/o Lic. Luz C. ValentinaGarciaP.O. Box 3361Bayamon, PR 00958Security Doors & Windows Trade debt $10,200P.O. Box 1333Toa Alta, PR 00954Popular Auto Bank loan $10,000P.O. Box 366818San Juan, PR 00936-6818DT IND'S: Files Joint Liquidation Plan & Disclosure Statement-------------------------------------------------------------DT Industries, Inc., and its debtor-affiliates delivered theirJoint Plan of Liquidation and an accompanying Disclosure Statementto the U.S. Bankruptcy Court for the Southern District of Ohio,Western Division at Dayton.The Plan does not contemplate the financial rehabilitation of theDebtors or the continuation of their businesses. Instead, theDebtors' assets will be sold and the sale proceeds will bedistributed to creditors. Treatment of ClaimsUnder the Plan, $80,000 of unclassified allowed priority taxclaims and allowed miscellaneous secured claims totaling $592,000will be paid in full.The company's Prepetition Lenders, owed $32,869,644, are projectedto recover 34% of their claims. These lenders will be paid afterthe Debtors set aside monies for the DT Creditor Trust Assets, theLiquidating Debtor Distribution Reserve, and the Wind-DownReserve.General unsecured creditors holding claims totaling $11 millionwill recover 5% on account of their claims.The $35 million TIDES Claim holders and the 300 common stockholders will get nothing under the Plan. Plan ImplementationThe Plan will be funded from the proceeds of the sale of theDebtors' assets, avoidance action recoveries, and othersettlements. A Creditor Trust will be established to prosecuteand recover preferences and fraudulent conveyances.John Casper will be appointed as the Responsible Party for theLiquidating Debtors.Headquartered in Dayton, Ohio, DT Industries, Inc.-- http://www.dtindustries.com/-- is an engineering-driven designer, manufacturer and integrator of automated systems andrelated equipment used to manufacture, assemble, test or packageindustrial and consumer products. The Company and itsdebtor-affiliates filed for chapter 11 protection on May 12, 2004(Bankr. S.D. Ohio Case No. 04-34091). Ronald S. Pretekin, Esq.,and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,represents the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they listed$150,593,000 in assets and $142,913,000 in liabilities.EDGE BUILDING: Case Summary & 20 Largest Unsecured Creditors------------------------------------------------------------Debtor: Edge Building Products, Inc. 224 Red Hill Road Newport, Pennsylvania 17074Bankruptcy Case No.: 05-04415Chapter 11 Petition Date: July 5, 2005Court: Middle District of Pennsylvania (Harrisburg)Debtor's Counsel: Lawrence G. Frank, Esq. The Law Offices of Lawrence G. Frank 2023 North Second Street Harrisburg, Pennsylvania 17102 Tel: (717) 234-7455 Fax: (717) 234-7470Estimated Assets: $500,000 to $1 MillionEstimated Debts: $1 Million to $10 MillionThe Debtor did not file a list of its 20 Largest UnsecuredCreditors.FINOVA GROUP: Plans Partial Prepayment of 7.5% Notes on Aug. 15---------------------------------------------------------------The FINOVA Group, Inc., will make a partial principal prepaymenton August 15, 2005, to holders of record as of 5:00 p.m., NewYork City time, on Aug. 8, 2005, on its 7.5% Senior SecuredNotes Due 2009 with Contingent Interest Due 2016.According to Richard Lieberman, the Company's Senior VicePresident, General Counsel and Secretary, FINOVA will make a$89,038,470 prepayment, together with accrued interest on theportion of the principal being repaid up to but excluding thePrepayment Date.On July 1, 2005, FINOVA advised The Bank of New York, the Trusteeof the Notes, that it would make the partial prepayment.Including the August 2005 prepayment, FINOVA will have prepaid42.0% of the $2,967,949,000 principal amount outstanding as ofDecember 31, 2003.That prepayment plus the other prepayments of principal thatFINOVA has made on the Notes are: Cumulative % Principal of PrincipalPrepayment Date Record Date Amount Prepaid--------------- ----------- --------- ------------May 15, 2004* May 10, 2004 $237,500,000 About 8%August 16, 2004 August 9, 2004 $326,410,310 19%October 15, 2004 October 7, 2004 $118,717,960 23%November 15, 2004 November 5, 2004 $118,717,960 27%January 18, 2005 January 10, 2005 $178,076,940 33%February 15, 2005 February 8, 2005 $58,358,980 35%March 15, 2005 March 8, 2005 $59,358,980 37%May 15, 2005** May 9, 2005 $59,358,980 39%August 15, 2005 August 8, 2005 $89,038,470 42% * Paid on May 17, 2004 ** Paid on May 16, 2005The Trustee has agreed to issue this Notice of Partial Prepaymentto holders of the Notes: NOTICE OF PARTIAL PREPAYMENT The FINOVA Group Inc. 7.5% Senior Secured Notes Maturing 2009 With Contingent Interest Due 2016 CUSIP No. 317928AA7* To: The Holders of the FINOVA Group Inc.'s 7.5% Senior Notes due (the Notes) NOTICE IS HEREBY GIVEN, pursuant to Sections 3.03 and 3.07 of the Indenture dated as of August 22, 2001 (the "Indenture") between The FINOVA Group Inc., as Issuer, and The Bank of New York, as Trustee, that $89,038,470 aggregate principal amount (the "Partial Prepayment") of the Issuer's 7.5% Senior Secured Notes Maturing 2009, with Contingent Interest Due 2016 (the "Notes") will be prepaid on August 15, 2005 (the "Prepayment Date"), together with accrued interest on the portion of principal being repaid up to but excluding the Prepayment Date. Prepayments will be made to holders of record as of 5:00 p.m., New York City time, on August 8, 2005 (the "Record Date"), which is the fifth business day preceding the Prepayment Date. Payments will be made pro-rata on the Notes. Payment of the Partial Prepayment on the Notes will be payable without physical presentation and surrender of the Notes to the Trustee, as Paying Agent. The Trustee can be reached at the following address: If by Mail: If by Delivery: The Bank of New York The Bank of New York P.O. Box 396 111 Sanders Creek Parkway East Syracuse, NY 13057 East Syracuse, NY 13057 Attn: Corporate Trust Attn: Corporate Trust Operations Operations Provided that the Issuer makes the Partial Prepayment, the portion of the Notes prepaid will no longer be outstanding after the Prepayment Date other than the right of holders thereof to receive their pro rata share of the Partial Prepayment, and all rights with respect to the Notes to the extent of the Partial Prepayment will cease to accrue on the Prepayment Date. Interest on the Notes to the extent of the Partial Prepayment will cease to accrue on and after the Prepayment Date. IMPORTANT NOTICE Federal tax law requires that the Trustee withhold 30% of your payment unless (a) you qualify for an exemption or (b) you provide the Trustee with your Social Security Number or Federal Employer Identification Number and certain other required certifications. You may provide the required information and certifications by submitting a Form W-9, which may be obtained at a bank or other financial institution. July __, 2005 By: The Bank of New York as Trustee * The Trustee is not responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. The CUSIP number is included solely for convenience of the Holders.Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,provides commercial financing to small and mid-sized businesses;other services include factoring, accounts receivable management,and equipment leasing. The firm has three segments: CommercialFinance, Specialty Finance, and Capital Markets. FINOVA targetssuch markets as transportation, wholesaling, communication, healthcare, and manufacturing. Loan write-offs had put the firm onshaky ground. The Company and its debtor-affiliates andsubsidiaries filed for Chapter 11 protection on March 7, 2001(U.S. Bankr. Del. 01-00697). Daniel J. DeFranceschi, Esq., atRichards, Layton & Finger, P.A., represents the Debtors. FINOVAhas since emerged from Chapter 11 bankruptcy. Financial giantsBerkshire Hathaway and Leucadia National Corporation (togetherdoing business as Berkadia) own FINOVA through the almost$6 billion lent to the commercial finance company. (FinovaBankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,Inc., 215/945-7000)At March 31, 2005, FINOVA Group's consolidated balance sheetshowed $519 million in stockholders' deficit.FOOTSTAR INC: Gets 2nd Amended Final Order Continuing DIP Financing------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New Yorkentered a second amended final order granting Footstar, Inc., andits debtor-affiliates' request for authority to amend their post-petition and exit financing.On July 22, 2004, the Court entered an amended final orderauthorizing the Debtors to enter into a three-year credit facilityand obtain up to $160 million of post-petition and exit financingfrom Fleet National Bank and the DIP Lenders under a New DIPCredit Facility.On May 31, 2005, the Debtors entered into an Amended DIP and ExitFacility with Fleet National, as Administrative Agent, and FleetRetail Group, as the Collateral Agent, for this five-lendersyndicate: Commitment Lender ---------- ------ $28,424,202 Fleet National Bank 28,424,202 General Electric Capital Corporation 18,949,468 The CIT Group/Business Credit, Inc. 13,264,628 AmSouth Bank 10,937,500 National City Business Credit, Inc. ------------ $100,000,000The Court authorizes the Debtors to obtain up to $100 million ofpost-petition and exit financing under the Amended DIP and ExitFacility. Summary of the Amended DIP and Exit Facility AgreementAs approved by the Court, the terms of the Amended DIP and ExitFacility are: 1) Maturity Dates - the DIP component of the Amended Facility will mature on the earlier of Oct. 31, 2006, or 11 days after the entry of an order approving the Debtors' assumption of the Master Agreement between the Debtors and Kmart Corp., provided all transactions contemplated by that assumption are completed and the Debtors have funded reserves to cover any necessary cure amounts. The Exit Facility will mature on the earlier of three years after the Exit Facility Date or March 4, 2009. 2) Total Exit Commitment & Letters of Credit Outstanding - the total Exit Commitment has been reduced from $160 million to $100 million. Letters of Credit may not be issued unless the aggregate amount of outstanding Letters of Credit is less than $40 million, from the previous cap of $75 million. 3) Fees - the Unused Line Fee will accrue monthly and be paid quarterly, and the Commitment Fee has been eliminated and replaced by an Amendment Fee of $400,000. 4) Financing Conditions - the amended conditions to the closing of the Exit Facility are a final order authorizing assumption of the Master Agreement is no longer required, and the closing date Excess Availability requirement has been reduced from $50 million to $40 million. 5) Borrowing Base Certificate - after the Exit Facility Date, the Debtors will only need to supply monthly, rather than weekly, Borrowing Base Certificates provided Excess Availability is greater than $40 million, as compared to $50 million under the previous DIP and Exit Facility. 6) Dividends - the Debtors may now pay dividends on or after the Exit Facility Date, provided that Excess Availability is at Least 40% of the Borrowing Base, compared to 50% under the previous DIP and Exit Facility, calculated on a pro forma basis for the following 12-month period. 7) Chapter 11 Plan Distributions - the Debtors may only make distributions under their proposed chapter 11 Plan if the Kmart Assumption has occurred, no loans are outstanding, and no defaults have occurred. 8) Excess Availability - The Debtors must now maintain Excess Availability of at least 10% of the Borrowing Base. Prior to the Exit Facility Date, if there are loans outstanding, the Debtors must maintain Excess Availability that is the greater of 10% of the Borrowing Base or $20 million.A full-text copy of the First Amendment to the Amended DIP andExit Facility is available at no charge at: http://ResearchArchives.com/t/s?55Headquartered in West Nyack, New York, Footstar Inc., retailsfamily and athletic footwear. As of August 28, 2004, the Companyoperated 2,373 Meldisco licensed footwear departments nationwidein Kmart, Rite Aid and Federated Department Stores. The Companyalso distributes its own Thom McAn brand of quality leatherfootwear through Kmart, Wal-Mart and Shoe Zone stores. TheCompany and its debtor-affiliates filed for chapter 11 protectionon March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350). Paul M.Basta, Esq., at Weil Gotshal & Manges represents the Debtors intheir restructuring efforts. When the Debtor filed for chapter 11protection, it listed $762,500,000 in total assets and$302,200,000 in total debts.FOOTSTAR INC: Exclusive Solicitation Period Extended Until Aug. 12------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New Yorkfurther extended the time period during which Footstar, Inc.,and its debtor-affiliates, have the exclusive right to solicitacceptances of their proposed Joint Plan of Reorganization. TheDebtors' exclusive solicitation period now runs through Aug. 12,2005.The Court approved the adequacy of the Debtors' DisclosureStatement on an interim basis on Dec. 13, 2004.The Debtors explain that confirmation of their proposed Plan,which provides for the payment in full of all creditors' claimsand leaves their equity interests unaltered, is premised upon,among other things, the assumption of the Master Agreement betweenthe Debtors and Kmart Corp.On Aug. 12, 2004, the Debtors filed a request seeking to assumethe Master Agreement, and on Sept. 30, 2004, Kmart filed anobjection to the Debtors' Assumption Motion. On Feb. 16, 2005,the Court overruled, in part, Kmart's Assumption Objection.On March 25, 2005, Kmart filed a supplemental memorandum oflaw in support of its cross-motion to terminate the MasterAgreement pursuant to Section 365(e)(2) of the Bankruptcy Code.On May 10, 2005, the Court denied Kmart's cross-motion toterminate the Agreement.The Court has not rendered a decision on the remaining issuesraised by the Assumption Motion and Objection. The Debtorsanticipate that a trial on substantially all of the remainingissues raised by the Assumption Motion and Objection will commenceon the week of July 18, 2005.The Debtors give the Court three reasons that their exclusivesolicitation period should remain intact: a) they are not using the extension to pressure creditors into acceding to their reorganization demands because the Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders both support the proposed Plan; b) the extension will give them more opportunity in diligently working to resolve the issues surrounding the assumption of the Master Agreement in order to assist in their efforts to confirm the proposed Plan; and c) the extension will not prejudice their creditors and other parties-in-interest.Headquartered in West Nyack, New York, Footstar Inc., retailsfamily and athletic footwear. As of August 28, 2004, the Companyoperated 2,373 Meldisco licensed footwear departments nationwidein Kmart, Rite Aid and Federated Department Stores. The Companyalso distributes its own Thom McAn brand of quality leatherfootwear through Kmart, Wal-Mart and Shoe Zone stores. TheCompany and its debtor-affiliates filed for chapter 11 protectionon March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350). Paul M.Basta, Esq., at Weil Gotshal & Manges represents the Debtors intheir restructuring efforts. When the Debtor filed for chapter 11protection, it listed $762,500,000 in total assets and$302,200,000 in total debts.FRANK HALFACRE: Case Summary & 20 Largest Unsecured Creditors-------------------------------------------------------------Debtor: Frank E. Halfacre 440 Tod Lane Youngstown, Ohio 44504Bankruptcy Case No.: 05-43920Chapter 11 Petition Date: July 5, 2005Court: Northern District of Ohio (Youngstown)Judge: Kay WoodsDebtor's Counsel: Joseph F. Rafidi, Esq. The Rafidi Law Firm 3627 South Avenue Youngstown, Ohio 44502 Tel: (330) 788-5555 Fax: (330) 782-2486Estimated Assets: $0 to $50,000Estimated Debts: $10 Million to $50 MillionThe Debtor did not file a list of its 20 Largest UnsecuredCreditors.FRIENDSHIP VILLAGE: S&P Withdraws BB+ Rating on $28 Million Bonds-----------------------------------------------------------------Standard & Poor's Ratings Services withdrew its 'BB+' standardlong-term rating on Illinois Health Facilities Authority'soutstanding $7.485 million series 1994 and $20.77 million series1997A fixed-rate revenue bonds issued on behalf of FriendshipVillage of Schaumburg, Illinois. The 'AA+/A-1' rating on IllinoisHealth Facilities Authority's $9.9 million series 1997B bonds wasalso withdrawn. The ratings were withdrawn at FriendshipVillage's request.The 'AA+/A-1' rating was based on a LOC and the underlying ratingon Friendship Village's debt. In October 2004, Standard & Poor'slowered its long-term rating on Friendship Village's debt to'BB+', with a stable outlook, from 'BBB', with a negative outlook.Friendship Village will be issuing additional debt of about $128million through an upcoming sale of series 2005 bonds and is notrequesting a rating from Standard & Poor's.FRONTIER INSURANCE: Files Chapter 11 Petition in S.D. New York-------------------------------------------------------------- Frontier Insurance Group, Inc., an insurance holding company,filed for chapter 11 protection in the U.S. Bankruptcy Court forthe Southern District of New York on July 5, 2005.As of July 5, 2005, the Debtor owed $63.4 million in principal toInsurance Management Group, LLC, plus accrued interest in excessof $18.6 million. The IMG loans are secured by valid, perfected,enforceable and unavoidable liens on the stock of the Debtor'ssubsidiaries, which constitutes substantially all of the Debtor'sassets.In addition to the IMG secured debt, the Debtor owes holdersof its 6-1/4% convertible subordinated debentures due 2026(which relate to certain Trust Originated Preferred Securities)$129.5 million plus interest totaling $47.2 million that's beendeferred since April 2000. The Debtor's prepetition unsecuredobligations with respect to the TOPrS are subordinated to IMG'sloan. LitigationThe Debtor has settled (or obtained dismissal of) all securitiesclass action laws commenced against it and certain of its officersand directors. One settlement agreement is pending in the U.S.District Court for the Eastern District of New York (Case No.94-CV-5213).Additionally, the Debtor is pursuing a lawsuit against Ernst &Young in the Supreme Court of New York (Case No. 601461/03). Inthat litigation, Frontier accuses E&Y of malpractice regarding thedetermination of the adequacy of Frontier Insurance Company's lossreserves and says that's what caused substantial net losses forboth the Debtor and FIC. The Debtor is looking for a $250 millioncheck from E&Y.The Debtor and certain of its subsidiaries filed a consolidatedfederal income tax return and have generated net operating losscarry-forwards ("NOLs") as a result of the Debtor Group's declinein business and other business issues. Although the value of theNOLs is undetermined due to inaccessible financial information ofsubsidiaries involved in state rehabilitation proceedings, theDebtor believes that the NOLs are valuable assets of its estate.The Debtor believes that a chapter 11 proceeding will allow forgreater creditor recovery than a chapter 7 liquidation proceeding. RehabilitationIn August 2001, Frontier Insurance Company, with the Debtor'sconsent, was placed in rehabilitation, a result of itsdeteriorating financial condition, and control of its operationsvested in New York State's Superintendent of Insurance, asReceiver.The Debtor has indicated in regulatory filings that it believesFrontier Insurance Company's loss reserves will ultimately proveto be adequate as a result of reinsurance treaties put in placeyears ago, and that the liquidation or rehabilitation of FrontierInsurance's two subsidiaries, Frontier Pacific Insurance Companyand United Capitol Insurance Company, should result in remaindervalue to Frontier Insurance, their parent, and that WesternIndemnity Insurance Company will be successfully rehabilitatedwith a remainder surplus.Medical Professional Liability Agency, Inc., Frontier's insuranceclaims management unit, continues to operate.Headquartered in Rock Hill, New York, Frontier Insurance Group,Inc., is an insurance holding company, which through itssubsidiaries, is a national underwriter and creator of specialtyinsurance products serving the needs of insureds in niche markets.The Company filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-36877). Matthew H. Charity, Esq., atBaker & Hostetler LLP, represents the Debtor in its restructuringefforts. When the Debtor filed for protection from its creditors,it listed $13,670,000 in total assets and $250,210,000 in totaldebts.FRONTIER INSURANCE: Case Summary & 17 Largest Unsecured Creditors-----------------------------------------------------------------Debtor: Frontier Insurance Group, Inc. 146 Rock Hill Drive Rock Hill, New York 12775-0859 Tel: (845) 794-3600Bankruptcy Case No.: 05-36877Type of Business: The Debtor is an insurance holding company, which through its subsidiaries, is a national underwriter and creator of specialty insurance products serving the needs of insureds in niche markets.Chapter 11 Petition Date: July 5, 2005Court: Southern District of New York (Poughkeepsie)Debtor's Counsel: Matthew H. Charity, Esq. Baker & Hostetler LLP 666 Fifth Avenue, 16th Floor New York, New York 10103 Tel: (212) 589-4200 Fax: (212) 589-4201Financial Condition as of December 31, 2003: Total Assets: $13,670,000 Total Debts: $250,210,000Debtor's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------HSBC Bank U.S.A. 6-1/4% Convertible $176,774,123c/o Robert Conrad Subordinated10 East 40th Street, 14th Floor DebenturesNew York, NY 10016-0200 due 2026Securities Class Claimants Settlement $1,100,000c/o Schoengold & Sporn, P.C.19 Fulton StreetNew York, NY 10038Schiff Hardin LLP Legal Fees $187,2056600 Sears TowerChicago, IL 60606Damon Key Leong Kupchak Hastert Legal Fees $70,3251001 Bishop Street1600 Pauahi TowerHonolulu, HI 96813-3480Corporation Service Company Filing Service $65,701P.O. Box 13397Philadelphia, PA 19101Sullivan County Treasurer Taxes $55,550100 North StreetMonticello, NY 12701Graves Dougherty Hearon & Moody Legal Fees $50,000P.O. Box 98Austin, TX 78767The Hartford General Liability $40,515P.O. Box 620 & Workmen'sNew Hartford, NY 13413 Compensation InsuranceState of Delaware Franchise Taxes $34,680The Prentice HallCorporation System2711 Centerville Road, Suite 400Wilmington, DE 19808Johnson Lambert & Company Accounting $9,172146 Rock Hill Drive Realty LLC Rent $7,690Empire Healthchoice Assurance Health Insurance $5,000American Stock Transfer & Transfer Fees $1,200Trust CompanyGuardian Life Dental Insurance $456NYSEG Utilities $214Viking Office Products Office Supplies $214Paychex Paycheck Provider $190GAME SYSTEMS: Voluntary Chapter 11 Case Summary-----------------------------------------------Debtor: Game Systems, Inc. aka Texas Game Systems 800 Blue Mound Road Fort Worth, Texas 76131Bankruptcy Case No.: 05-46823Type of Business: The Debtor designs game software and sells point-of-sale equipment. See http://www.texasgamesystems.net/Chapter 11 Petition Date: July 5, 2005Court: Northern District of Texas (Ft. Worth)Judge: D. Michael LynnDebtor's Counsel: Julie C. McGrath, Esq. Forshey & Prostok, LLP 777 Main Street, Suite 1290 Fort Worth, Texas 76102 Tel: (817) 877-8855Estimated Assets: $100,000 to $500,000Estimated Debts: $1 Million to $10 MillionThe Debtor did not file a list of its 20 largest unsecuredcreditors.GENERAL ROOFING: Republic Financial Turns Around & Sells Business-----------------------------------------------------------------Republic Financial Corporation, a privately held investmentcompany with ownership interests in assets of more than$1 billion, disclosed the sale of assets of one of its partiallyowned subsidiaries, General Roofing Services, Inc. A controllinginterest in the company, once the nation's largest commercialroofing contractor, was acquired on April 30, 2004.Following the acquisition, generalRoofing filed to reorganizeunder Chapter 11 of the Bankruptcy Code in order to obtain betteraccess to working capital and to restructure its balance sheet toreflect current market conditions and provide the appropriatefinancial foundation for sustainable growth in the future. WithRepublic's direction and leadership, generalRoofing successfullyemerged from the bankruptcy process just five months post-filing.The successful turnaround resulted in the opportunity to combinegeneralRoofing and certain subsidiaries within Tecta AmericaCorp., a national roofing contractor."The opportunity presented itself in a much shorter timeline thanRepublic usually considers," commented Randy Dietrich, presidentof Republic and chairman of generalRoofing's board. "Wetraditionally have held acquisitions longer. In this case theopportunity to combine generalRoofing's strengths with TectaAmerica's established and profitable business model created thebest outcome for both the employees and customers ofgeneralRoofing. In the end, the long term outcome was best servedby our ability to quickly respond to the opportunity."The sale follows a year of significant change and reorganizationwithin generalRoofing. In a very short time, generalRoofing wasable to clean up its balance sheet and increase the efficiency ofits operations while continuing to deliver the high qualityroofing systems for which it had become known and respected in theindustry."Few national construction contractors have successfully emergedfrom the Chapter 11 process," stated Bart Roggensack, presidentand CEO of generalRoofing. "Such an achievement would not havebeen possible without the involvement and partnership of Republic.As a result of the events of the past fourteen months,generalRoofing's employees and management are in a position tocontinue offering their talents and professionalism in the roofingindustry within the Tecta America organization."As part of the sale agreement, Republic has the opportunity tobecome an equity shareholder in Tecta America, thereby continuingits involvement in the roofing services industry."Our participation in the future success of the newly expandedTecta America organization is an excellent opportunity to realizethe full value of the generalRoofing reorganization," said JimPossehl, chairman and CEO of Republic. Following the saleagreement, Possehl will serve as a director on Tecta America'sboard. "We look forward to working with Tecta America to continueto grow the best and largest roofing services contractor in thecountry."Located in Aurora, Colorado, Republic Financial Corporation -- http://www.republic-financial.com/-- is a privately held investment company with ownership interests in portfolio companiesin commercial roofing, promotional products, corporate staffing,as well as the Internet and data services sector. The company alsoinvests in distressed commercial debt, aviation, equipment leaseportfolios, private equity and structured finance transactions andhas invested in assets worth $1 billion. Republic was founded in1971 and has achieved commercial success by structuring creativefinancial solutions and employing intensive due diligence andasset management to generate exceptional returns.Headquartered in Fort Lauderdale, Florida, General RoofingServices, Inc. -- http://www.generalroofing.com/-- offers complete commercial roofing services, including new roofinstallation, inspection, maintenance, repair, restoration andreplacement. The Companies filed for chapter 11 protection on May3, 2004 (Bankr. N.D. Tex. Case Nos. 04-35113 through 04-35170).Charles R. Gibbs, Esq., Keith Miles Aurzada, Esq., and Randell J.Gartin, Esq., at Akin Gump Strauss Hauer & Feld, LLP, representthe Debtors in their restructuring efforts. When the Debtor filedfor protection from its creditors, it listed more than $100million in estimated assets and more than $50 million in estimateddebts. The Court confirmed the Debtors' joint chapter 11 plan ofreorganization in October 2004.GOLDSPRING INC: Former CEO Says SEC Filings Are Misleading----------------------------------------------------------Stephen Parent, director and former chairman and CEO ofGoldSpring, Inc. (OTCBB:GSPG), delivered a letter to the Company'sBoard of Directors at the Board Meeting held on July 5, 2005, todetermine the date of the annual general meeting of shareholdersand the content of the Proxy statement which will accompany thatnotice.The Company filed a lawsuit in the State of Arizona on Nov. 9,2004, naming Mr. Parent as a defendant. The Form 10-Q filed withthe Securities and Exchange Commission that same day charged Mr.Parent with charges that it now appears have no foundation orbasis in fact. This lawsuit was used as the springboard for arecapitalization attempt, resolved by the Board which wascontrolled by a majority of directors either controlled by theMerriman Group or otherwise loyal to them at the exclusion ofother shareholders, with Mr. Parent's objection, on Nov. 29, 2004.Before the recapitalization effort could take effect, a majorityshareholder consent resolution, which included Mr. Parent's 45+million shares and Jubilee Investment Trust's 39.6 million shares,among others was presented to the Scottsdale headquarters onDecember 10, 2004, removing seven of the 10 board members andfiring CFO Robert Faber, President John Cook and Human ResourcesDirector Leslie Cahan.Mr. Faber and Ms. Cahan subsequently filed a suit against Mr.Parent and the remaining GoldSpring Board in State Court inPhoenix, which found that the shareholders' consent resolution wasin accordance with Florida law. Mr. Faber and Ms. Cahan thenfiled a suit in the Ninth Circuit of The Federal District Court inPhoenix. Without finding any violations of either state orfederal statutes by Mr. Parent, the Judge reinstated the fullboard and stayed the shareholder consent resolutions. This caseis now under appeal at the Ninth Circuit Federal District Court inSan Francisco.Formed in March 2003, GoldSpring, Inc., (OTCBB: GSPG) is a NorthAmerican mining company focused on the exploration for anddevelopment of gold, precious metals and other minerals.GoldSpring currently owns properties and have operations in Nevadaand own mineral rights in Alberta, Canada. GoldSpring currentlyseeks to acquire, develop and operate precious metals, copper andother mineral properties in the United States, Canada and Mexico. Going Concern DoubtJewett, Schwartz, & Associates audited GoldSpring, Inc.'sfinancial statements for the year ending December 31, 2004.Because the Company has incurred recurring operating losses andhas a working capital deficit at December 31, 2004, the auditorssay there is substantial doubt about the Company's ability tocontinue as a going concern. The Auditors note that the Companyis working on various alternatives to improve its financialresources. But absent the successful completion of one of thesealternatives, the Auditors say, the Company's operating resultswill increasingly become uncertain.Goldspring's Dec. 31, 2004, balance sheet shows $9.7 million inassets. The company generated less than $1 million in revenue in2004. Goldspring is involved in the production of gold and otherprecious metals.GREY WOLF: Improved Finances Prompt S&P's Stable Outlook--------------------------------------------------------Standard & Poor's Ratings Services affirmed its 'BB-' corporatecredit and senior unsecured ratings on Grey Wolf Inc., and revisedits outlook to stable from negative."The move to a stable outlook reflects the recent improvement inthe land-based rig market and Grey Wolf's financial performance,"said Standard & Poor's credit analyst Paul. B. Harvey. "GreyWolf's cash flow and credit measures have benefited from the latethird-quarter 2004 through first-quarter 2005 increases in rigdemand and day rates, which have risen to over $13,000 per day asof the end of April," he continued.As a result, Grey Wolf has begun to increase its level of termcontracts and reactivate cold-stacked rigs under longer-termcontracts. Grey Wolf is expected to enter into longer-termcontracts at attractive rates to protect earnings from theeventual cyclical trough. Nevertheless, current new constructionby both rig contractors and exploration and production companiescould limit the duration of the current cyclical rebound, andcould lengthen the next trough period by placing more rigs in themarket place.The stable outlook reflects expectations for continued near-termmarket improvement and the ability for Grey Wolf to enter intolong-term contracts to protect cash flow from an eventual trough.Longer-term ratings improvement could result from diversificationof Grey Wolf's fleet, as well as an improved capital structure.HANDY & HARMAN: $45 Million PwC Trial Scheduled to Start Nov. 11----------------------------------------------------------------The largest asset left in Handy & Harman Refining Group, Inc.'sestate is its $45 million breach of contract and accountingmalpractice action pending against PricewaterhouseCoopers in theU.S. District Court for the District of Connecticut. The PwCLawsuit is scheduled for trial commencing November 11, 2005,before the Honorable Mark Kravitz."The PwC Litigation is extremely significant and complex," JedHorwittt, Esq., at Zeisler & Zeisler, P.C., says.The PwC Litigation involves the Debtor and Golden West RefiningCorporation Limited, as co-plaintiffs, as well as certainunderwriters of the Debtor's Lloyd's of London all-risk insurancepolicy, as assignees and subrogees of Handy & Harman.The news about the PwC Trial being ready to begin in November wasdisclosed in a pleading delivered to the Bankruptcy Court inHartford in which Mr. Horwitt asks for permission to payaccounting malpractice, business valuation and damages expertsretained in the PwC Litigation. Mr. Horwitt tells the BankruptcyCourt that his experts, John I. Salomon and Craig T. Elson orLECG, LLC, is an extremely sophisticated multi-disciplinedconsulting firm. Messrs. Salomon and Elson have spent over 1,700hours analyzing the history of PwC's engagement with Handy &Harman, examining the documentary and electronic evidence producedby all the parties, assessing the Debtors' claims against PwC,reviewing the deposition testimony of all witnesses, evaluatingthe Debtors' business operations and financial history, andpreparing their expert reports (which have been served on PwC).Through April 30, 2005, Messrs. Salomon and Elson are owedapproximately $570,000.Handy & Harman Refining Group, Inc., and its Attleboro RefiningCompany affiliate filed for chapter 11 protection on March 28,2000 (Bankr. D. Conn. Case Nos. 00-20845 and 00-20846). JedHorwittt, Esq., at Zeisler & Zeisler, P.C., serves as counsel tothe Debtors. On August 2, 2001, the Bankruptcy Court confirmedthe Debtors' Modified Second Amended Plan of Reorganization. ThePlan provided for the appointment of a liquidating custodian todirect the liquidation and affairs of the Debtors post-confirmation. Mr. Horwitt, through Jed Horwitt LiquidatingCustodian, LLC, fills that role.HIRSH INDUSTRIES: Files for Chapter 11 Protection in S.D. Indiana-----------------------------------------------------------------Hirsh Industries, Inc., and its affiliates -- InstallPro, Inc.,and SteelWorks International, Inc. -- filed voluntary chapter 11petitions in the U.S. Bankruptcy Court for the Southern Districtof Indiana in order to restructure their balance sheet.As of July 6, 2005, Hirsh's assets are subject to three tranchesof secured claims: Classification Lender Amount of Claim -------------- ------ --------------- Senior Lenders Fleet Capital Corp. LaSalle Bank, N.A. $29,482,000 Sr. Sub. Lenders Prudential Capital Partners L.P. $35,520,200 Jr. Sub. Lenders Doug Smith $13,415,100 Wayne Stewart Michael Wayne Stewart 1984 Trust Amy Marie Stewart 1984 Trust DIP FinancingFleet Capital, LaSalle Bank and Doug Smith committed to provideHirsch up to $28.4 million in senior and subordinated debtor-in-possession financing enough to grant the Debtors with adequateliquidity during the chapter 11 proceedings. The Debtors willgive the senior subordinated lenders and the junior subordinatedlenders replacement liens on their post-petition assets, subjectand subordinate to the liens granted to the senior DIP lenders,the senior lenders, and the junior DIP lender.The Debtors tell the Court they will not have liquidity requiredto maintain their operations in the ordinary course of businessabsent the post-petition financing facilities.The Debtors and its secured lenders reached an agreement withrespect to a consensual reorganization of the Debtors' capitalstructure, to be accomplished pursuant to a chapter 11 plan, whichwill be filed as soon as possible. Terms of the Proposed PlanThe Plan will provide for the restructuring of the senior loanspursuant to an exit facility, which will also result in theimpairment of the senior lenders' claims. Mr. Smith'ssubordinated DIP financing claims will receive: -- either equity of the reorganized Debtors; -- a new note secured by second priority security interests in all of the Debtors' assets; or -- a combination of both.The secured portions of the subordinated loans will receive: -- either equity in the reorganized Debtors; -- a new note secured by third priority security interests in the Debtors' assets; or -- a combination of both.The Debtors also contemplate that Mr. Smith will infuse anadditional $1 million in cash on the effective date. Mr. Smithwill in turn receive: -- either equity of the reorganized Debtors; -- new second note; or -- a combination of both.General unsecured claims, including the subordinated lenders'substantial unsecured deficiency claims will receive nodistribution under the Plan. Existing equity interests will becancelled on the effective date.Upon filing of the Plan, the Debtors will waive the exclusiveperiods to permit other parties in interest to propose a competingplan. * * *Before filing for bankruptcy, Hirsch retained Michael Silverman ofSIlverman Consulting as its chief restructuring officer, alongwith other crisis management personnel from Silverman Consulting.The Firm will assist in developing and implementing cost savingmeasures that have largely succeeded in stemming the Debtors'losses and streamlining their operations.Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,manufactures storage and organizational products. HirshIndustries' products include metal filing cabinets, metalshelving, wooden ready-to-assemble organizers and workshopaccessories and retail store fixtures. The Company and twoaffiliates filed for chapter 11 protection on July 6, 2005 (Bankr.S.D. Ind. Case Nos. 05-12743 through 05-12745). Jay Jaffe, Esq.,at Baker & Daniels, represents the Debtors in their restructuringefforts. When the Debtors filed for bankruptcy, they estimatedbetween $1 million to $10 million in assets and between$50 million to $100 million in debts.HIRSH INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors---------------------------------------------------------------Lead Debtor: Hirsh Industries, Inc. fdba SteelWorks, Inc. 1500 Delaware Avenue Des Moines, Iowa 50317Bankruptcy Case No.: 05-12743Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- InstallPro, Inc. 05-12744 SteelWorks International, Inc. 05-12745Type of Business: The Debtor manufactures storage and organizational products. Hirsh Industries' products include metal filing cabinets, metal shelving, wooden ready-to-assemble organizers and workshop accessories and retail store fixtures.Chapter 11 Petition Date: July 6, 2005Court: Southern District of Indiana (Indianapolis)Debtors' Counsel: Jay Jaffe, Esq. Baker & Daniels 600 East 96th Street, Suite 600 Indianapolis, Indiana 46240 Tel: (317) 569-9600 Estimated Assets Estimated Debts ---------------- ---------------Hirsh Industries, Inc. $1 Million to $50 Million to $10 Million $100 MillionInstallPro, Inc. Less than $50,000 $50 Million to $100 MillionSteelWorks International, Less than $50,000 $50 Million toInc. $100 MillionConsolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Tai Cheer Trade creditor $1,239,375 No. 196 Hsin Chuan Li TuKu Chen Yun Lin Hsien Taiwan, R.O.C. Staub Metals Trade creditor $733,390 1400 San Bernardino Ave. Fontana, CA 90058 Maas-Hansen Steel Trade creditor $694,429 Corporation 2435 East 37th Street Vernon, CA 90058 Prior Coated Metals, Inc Trade creditor $630,107 2233 26th St., S.W. Allentown, PA 18103-6699 Ningo Furniture Trade creditor $475,220 Industries, Ltd. No. 88 Choubi Industrial Zone Jiangdong, Ningbo China International Steel Group Postage Liability $367,363 5111 North Point Blvd. Sparrows Point, MD 21219 Premier Resource Group, Trade creditor $359,589 LLC 930 West, 175th Street Homewood, IL 60430 West Coast Metals Trade creditor $328,675 30270 Rancho Viejo Road Suite E San Juan Capistrano, CA 92675 Coilplus-Pennsylvania, Trade creditor $319,330 Inc. 5135 Bleigh Avenue Philadelphia, PA 19136-4202 Centennial Steel Trade creditor $260,671 4848 S. Santa Fe Ave. Van Nuys, CA 90058 Dunhill Corporation Trade creditor $258,136 170005 S. Wallace South Holland, IL 60473 Crocket Container Corp. Trade creditor $253,272 9211 Norwalk Blvd. Santa Fe Springs, CA 90670 Lexington Steel Corp. Trade creditor $226,899 Foam Fabricators, Inc. Trade creditor $200,561 Temple-Inland Trade creditor $198,674 PPG Industries, Inc. Trade creditor $184,676 Master Tool & Dies, Inc. Trade creditor $178,334 UPS Supply Chain Trade creditor $160,286 Solutions MacSteel Service Centers Trade creditor $159,708 Olympic Steel Trade creditor $157,201 Harvard Steel Sales Trade creditor $132,092 The Worthington Steel Co. Trade creditor $125,731 Douglas A. Smith Trade creditor $118,067 Sun Steel Trade creditor $114,962 Sommer Trade creditor $106,944 Miami Valley Steel Trade creditor $106,421 Service, Inc. Century Steel, LLC Trade creditor $104,761 Wind Corporation Trade creditor $101,320 Deloitte & Touche LLP Professional services $98,245 Maderas y Sinteticos de Trade creditor 496,081 MexicoIFT CORP: AMEX Accepts Plan of Compliance for Continued Listing---------------------------------------------------------------IFT Corporation (Amex: IFT) reported that the American StockExchange accepted the Company's plan of compliance.On April 28, 2005, the Company received notice from the Amex Staffindicating that the Company is below certain of the Exchange'scontinued listing standards, specifically: (1) Section 1003(a)(i) of the Amex Company Guide because its shareholders' equity is less than $2 Million and it has losses from continuing operations and/or net losses in two out of its three most recent fiscal years; and (2) Section 1003(a)(ii) of the Company Guide because its shareholders' equity is less than $4 Million and it has losses from continuing operations and/or net losses in three out of its four most recent fiscal years.The Company was afforded the opportunity to submit a plan ofcompliance to the Exchange and on May 31, 2005, presented its planto the Exchange. On June 27, 2005, the Exchange notified theCompany that it accepted the Company's Compliance Plan and grantedthe Company an extension of time to regain compliance with thecontinued listing standards. The extension of time was determinedby the Exchange to be no later than Dec. 31, 2006. The Companywill be subject to periodic review by the Amex Staff during theextension period. Failure to make progress consistent with theCompliance Plan or to regain compliance with the continued listingstandards by the end of the extension period could result in theCompany being delisted from the Exchange."We submitted our Compliance Plan as required by the notificationof non-compliance for the Exchange's consideration," Michael T.Adams, CEO of IFT, said. "The Amex Staff completed its review ofour Compliance Plan and notified us that it makes a reasonabledemonstration of an ability to regain compliance with thecontinued listing standards by the end of the plan period orDecember 31, 2006," continued Mr. Adams. "We are pleased with theAmex Staff's decision and look forward to regaining compliance inaccordance with our submitted plan or sooner," concluded Mr.Adams.IFT Corporation is a publicly traded holding company focused onacquiring and developing companies that operate in the coatings,paints, foams, sealants, and adhesives markets.LaPolla Industries, Inc., acquired by IFT Corp. for approximately$2 million in Feb. 2005 using cash borrowed from its chairman,markets, sells, manufactures and distributes acrylic roofcoatings, roof paints, sealers, roofing adhesives, andpolyurethane foam and wall systems to the home improvement retailand commercial/industrial construction industries. LaPollagenerates approximately $8 million in annual revenues. * * * Going Concern DoubtAs reported in the Troubled Company Reporter on April 4, 2005,BAUM & COMPANY, P.A., in Coral Springs, Florida, expressedsubstantial doubt about the Company's ability to continue as agoing concern after they audited IFT Corporation's consolidatedfinancial statements as of and for the year ended December 31,2004. Factors contributing to this substantial doubt includerecurring losses from operations and net working capitaldeficiencies. The Company is dependent on the continued fundingcurrently being received from the Chairman of the Board for itscontinued operations. The discontinuance of such funding and theunavailability of financing to replace such funding would morelikely than not cause the Company to cease operations, IFT warns.INVERNESS MEDICAL: Moody's Junks $150 Million Senior Sub. Notes---------------------------------------------------------------Moody's Investors Service downgraded Inverness MedicalInnovations, Inc.'s Corporate Family Rating (previously called theSr. Implied rating) to B3 from B2. The rating agency also loweredthe rating of the $150 million senior subordinated notes to Caa3from Caa1. The outlook remains negative.These ratings were downgraded: * Corporate Family Rating -- to B3 from B2 * $150 million Senior Subordinated Notes -- to Caa3 from Caa1 * Senior Unsecured Issuer Rating -- to Caa1 from B3The outlook for the ratings is negative.The downgrade primarily reflects: * the continued deterioration of the company's financial performance; * its weak free cash flow prospects and liquidity; and * the expected increase in financial leverage and integration risks over the near term because of recent acquisitions.Moody's anticipates that the company's financial leverage willincrease materially as a consequence of the recently announcedpurchase of Abbott Laboratories' rapid diagnostics assets for$56.5 million. Moody's believes that most of the purchase pricewill be funded through incremental debt. Assuming the transactionwill be entirely funded with debt, pro forma total debt as ofMarch 31, 2005 (end of the first quarter) would have been about$260 million, a 22% increase over total reported debt. Excludinga pro forma adjustment for incremental earnings anticipated fromthe acquired business, this compares to only about $28 million inEBITDA for the twelve months ended March 31, 2005.In addition to the higher financial leverage, Moody's believesthat the Abbott acquisition and several others, mostly smallerbusinesses purchased earlier this year, will expose the company tointegration risk typically inherent in such transactions.Moody's is concerned that the increase in financial leverage andintegration risk comes at a time when the company's financialperformance has been deteriorating for several quarters andremains well below expectations set when the ratings were assignedin January 2004. For the twelve months ended March 31, 2005,gross margin before charges fell to approximately 39.0% from 43.3%in fiscal 2003, well below the mid-forties gross margin Moody'shad originally anticipated.Earnings pressure also impacted cash generation. For the twelvemonths ended March 31, 2005, free cash flow was approximatelynegative $3.1 million, when adjusted for $8.4 million inlitigation proceeds received in the first quarter 2005. Moody'snotes that the margin deterioration largely stemmed from pricingpressures in the company's vitamin and nutritional supplementsbusiness and the unfavorable impact of the weaker dollar onearnings in the consumer diagnostic products segment. Moody'sbelieves that neither of these factors may subside in the nearterm and could therefore continue to put pressure on earnings andcash generation. Other factors, such as restructuring activityrelated to rationalization of the company's manufacturingfootprint, could also put short term pressure on earnings.The negative ratings outlook reflects the company's limitedrecovery prospects for the near term and our concern thatliquidity will likely remain weak following the closing of theAbbott transaction on June 30, 2005. Moody's believes thatbecause of the high anticipated debt load and weak financialperformance, flexibility under financial covenants granted bycreditors will be very limited in the near to medium term.The negative outlook also incorporates Moody's discomfort with thecontinued occurrence of accounting errors in Inverness Medical'spublic financial reporting. Moody's notes that on June 28, 2005,the company announced its plans to restate previously issuedfinancial statements for fiscal 2004 and the first quarter 2005because they contain certain errors under US GAAP relating torevenue recognition. This restatement would follow severalprevious restatements the company made relating to variousquarterly and annual financial statements for fiscal years 2003and 2002.The outlook could be stabilized: * if the company's financial performance and credit metrics improve on a sustainable basis; * if liquidity arrangements will be sound and stronger than anticipated after the closing of the assets purchase from Abbott; and * if Moody's gains comfort in the fact that the expected restatements of fiscal 2004 and first quarter 2005 results will be immaterial relative to the originally reported performance.Moody's notes that somewhat offsetting the above concerns are: * the company's strong position as the largest participant in the $600 million, worldwide, over-the-counter pregnancy and fertility/ovulation test market; * the demonstrated strength of its intellectual property and its patent assets; and * management's success in new product introductions.The ratings also consider the company's presence in theprofessional diagnostics markets for which rapid test products aresold to physicians, hospitals and laboratories.The downgrade of the $150 million 8.75% senior subordinated notesto Caa3 from Caa1 reflects the aforementioned rating rationale aswell as our expectation that incremental debt to fund the Abbottassets purchase will rank before the senior subordinated notes,thereby reducing their recovery prospects in a distressedscenario. Moody's notes that it does not rate the company's$20 million 10% subordinated notes.Inverness Medical Innovations, Inc., headquartered in Waltham,Massachusetts, is a manufacturer and distributor of diagnosticproducts for the OTC women's health market and the professionaldiagnostic rapid test market. The company also manufacturesand distributes branded and private label products in the vitaminsand nutritional supplements market. For the twelve monthsended March 31, 2005, the company reported sales of approximately$378 million.KAISER ALUMINUM: Wants to Hire Ernst & Young as Tax Servicer------------------------------------------------------------As a part of their restructuring efforts, Kaiser AluminumCorporation and its debtor-affiliates have implemented certainoperating efficiencies and cost reduction initiatives, including arecent consolidation of their offices in Foothill Ranch,California, and efforts to outsource certain services, includingtax services previously performed in-house.Until recently, the Debtors maintained a tax department to ensurethat the Debtors located in the United States complied withapplicable federal, state and local income tax requirements,including the filing of federal tax returns and those forfranchise, sales and use, and excise and property taxes.The Debtors have decided to outsource their tax complianceservices and have asked Ernst & Young LLP to be their taxservicer. Specifically, Ernst & Young will: (a) prepare federal, state and local income tax returns and state and local franchise tax returns, including extensions; (b) prepare state and local sales and use and excise tax returns; (c) prepare federal, state and local estimated income and franchise tax calculations; (d) assist with accounting requirements for income taxes; (e) assist with tax audits, including coordination of audits with taxing jurisdictions and advice regarding actions to correct audit deficiencies; and (f) assist with preparation of tax information necessary for the Debtors' bankruptcy cases.Accordingly, the Debtors seek the U.S. Bankruptcy Court for theDistrict of Delaware's authority to employ Ernst & Young toprovide them with the Tax Services, nunc pro tunc to March 1,2005.Founded in 1989, Ernst & Young is a global services firm with over100,000 professionals in 140 countries who provide a range ofadvisory services in the areas of accounting, auditing, taxcompliance, business planning and security risk technology,transaction advisory and human capital services. The Debtorsbelieve that Ernst & Young has the requisite expertise and abilityto perform the Tax Services expeditiously.As the Debtors' tax servicer, Ernst & Young will render 24 hoursper week of tax professional time to perform the requiredactivities. If fewer than 24 hours are used during a specificweek, those hours will be carried forward to be used in a laterweek. However, if more than 24 hours are required in a specificweek, any hours that have been carried forward from previous weekscan be applied, or additional hours can be billed using anestablished "Rate Card."The monthly "Base Fee" for the tax services will be $75,000.Additional services will be billed using the Rate Card, whichcontains discounted hourly rates for Ernst & Young professionals,except that certain matters not expected to take more than$10,000 in aggregate fees to research and resolve are included inthe Base Fee.The current discounted hourly rates for Ernst & Youngprofessionals are: Partners, principals and directors $462 to $616 Senior managers $369 to $545 Managers $270 to $413 Seniors $187 to $330 Staff $154 to $209The Debtors assure the Court that Ernst & Young's Tax Serviceswill not duplicate other tax-related services performed by otherfirms retained in the Debtors' cases.Barry Gershenovitz, a partner at Ernst & Young, attests that thefirm does not hold any interest adverse to the Debtors, theircreditors or any other party. Moreover, Mr. Gershenovitz assuresthe Court that Ernst & Young is a "disinterested person" asdefined in Section 101(14) of the Bankruptcy Code.Headquartered in Foothill Ranch, California, Kaiser AluminumCorporation -- http://www.kaiseraluminum.com/-- is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrialapplications. The Company filed for chapter 11 protection onFebruary 12, 2002 (Bankr. Del. Case No. 02-10429), and has soldoff a number of its commodity businesses during course of itscases. Corinne Ball, Esq., at Jones Day, represents the Debtorsin their restructuring efforts. On June 30, 2004, the Debtorslisted $1.619 billion in assets and $3.396 billion in debts.(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'Service, Inc., 215/945-7000)KAISER ALUMINUM: Court Approves Avista, et al., Consent Decree--------------------------------------------------------------As previously reported in the Troubled company Reporter on May 5,2005, Kaiser Aluminum Corporation and its debtor-affiliates askedJudge Fitzgerald to approve a consent decree settlingenvironmental claims of the State of Washington and AvistaDevelopment, Inc., relating to the Spokane River, includingUpriver Dam, in Spokane, Washington.Kaiser Aluminum & Chemical Corporation owns and operates analuminum rolling mill near Spokane, known as the Kaiser TrentwoodWorks. The Trentwood Facility is permitted to dischargeindustrial wastewater into the Spokane River under the provisionsof Washington's Water Pollution Control Law and the Federal WaterPollution Control Act.Avista is a successor to Pentzer Development Corporation, the pastowner and operator of the Spokane Industrial Park, which islocated on the Spokane River. Prior to 1994, Pentzer dischargedindustrial wastewater into the Spokane River under the provisionsof Washington's Water Pollution Control Law and the Federal WaterPollution Control Act, or predecessor laws.Hazardous substances known as polychlorinated biphenyls have beenfound in fish, sediment, and water of the Spokane River. In June2001, the Washington State Department of Ecology notified KACC,Liberty Lake Sewer & Water District and Avista of its preliminaryfinding that they were each potentially liable for the release ofPCBs at the Site. Thereafter, the Department of Ecology notifiedInland Empire Paper Company of its preliminary finding thatInland Empire was also potentially liable for the release of PCBsat the Site. Liberty Lake and Inland Empire are not signatoriesto the Consent Decree.Avista and the State of Washington also negotiated a proposedconsent decree, pursuant to which Avista will implement the CAP.The CAP Consent Decree will not become effective until, amongother things, the Consent Decree is approved and the Debtors makethe payment to Avista required under the Consent Decree.The CAP Consent Decree and the CAP are subject to public commentand the approval of the Spokane County Superior Court.Both the State of Washington and Avista lodged claims against KACCwith respect to the Site. The State of Washington, at the requestof the Department of Ecology, filed Claim No. 7181, asserting,among other claims, a protective claim with respect to naturalresource damages, natural resource trustee oversight costs andKACC's alleged injunctive obligation to perform future work toclean up the Site. The State of Washington estimates theClaim to be $52,000,000.Avista filed Claim No. 3104 asserting, among other claims, a claimwith respect to KACC's obligation under the ParticipationAgreement, Avista's past costs associated with the Site and aprotective claim as to KACC's alleged liability for futureremedial actions associated with the Site. State of Washington Supports Debtors' RequestIn addition to the procedures required by Bankruptcy Rule 9019 ofthe Debtors' proposed Consent Decree, the State of Washington wasrequired by its state environmental laws to provide public noticeand accept comments on the Consent Decree, and to reserve theright to withdraw or withhold consent if it received comments thatdisclosed facts or considerations indicating that the ConsentDecree is not in the public interest.Subsequently, the State of Washington published a public noticeand held a public meeting on the Consent Decree, as well as twoother documents regarding the Upriver Dam Site on the SpokaneRiver in Spokane, Washington: (a) the Cleanup Action Plan, which describes certain work to be performed to clean up the Site; and (b) a consent decree between the State of Washington and Avista Development, Inc., without the Debtors, under which Avista will implement the CAP Consent Decree.From March 22, 2005, through May 6, 2005, the Department ofEcology conducted a public comment period for the Spokane UpriverDam PCB Site. The Department of Ecology received seven responseson the Remedial Investigation and Feasibility Study, and DraftCleanup Action Plan.Rob McKenna, the Attorney General for the State of Washington,tells the Court that although the Department's preference ofremedial actions differs from the preference of dredging offeredby some of the public commenters, the Department believes that thepreferred remedy will address the various concerns raised and willbe fully protective. Mr. McKenna determines that active-barriercapping using a carbon layer for chemical isolation in addition tosand and armor layers for physical isolation and erosion controlprovides for the long-term protection of human health and theenvironment desired by all parties.After careful evaluation, the Department of Ecology finds that thecleanup level and remedy previously defined in the Draft CleanupAction Plan will protect all the media found on the Site. TheDepartment of Ecology further ascertains that measures will betaken to assure proper performance monitoring.In addition, the Department of Ecology has determined that theFinal Cleanup Action Plan to be developed will select the samecleanup options as those previously proposed in the DCAP for thedeposits. Certain corrections will be made to the Final CleanupAction Plan, including improved discussion on the importance andnecessity of long-term performance monitoring. The Department ofEcology discloses that the Consent Decree negotiations willcommence to implement the final Cleanup Action Plan with the goalof starting cleanup actions in 2006.A full-text copy of the summary of responses to the primary issuesand concerns raised in the comments that were submitted to theDepartment is available for free at: http://bankrupt.com/misc/Responsiveness_Summary.pdfAfter considering the comments received, the State of Washingtonhas concluded that the proposed Consent Decree would lead to amore expeditious cleanup of hazardous substances, and that thecomments it received require no changes to the Consent Decree.Accordingly, the State of Washington joins in the Debtors' requestfor the approval of the Consent Decree. * * *Judge Fitzgerald grants the Debtors' request.Headquartered in Foothill Ranch, California, Kaiser AluminumCorporation -- http://www.kaiseraluminum.com/-- is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrialapplications. The Company filed for chapter 11 protection onFebruary 12, 2002 (Bankr. Del. Case No. 02-10429), and has soldoff a number of its commodity businesses during course of itscases. Corinne Ball, Esq., at Jones Day, represents the Debtorsin their restructuring efforts. On June 30, 2004, the Debtorslisted $1.619 billion in assets and $3.396 billion in debts.(Kaiser Bankruptcy News, Issue No. 71; Bankruptcy Creditors'Service, Inc., 215/945-7000)KAISER CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors------------------------------------------------------------------Debtor: Kaiser Construction, Inc. P.O. Box 192018 San Juan, Puerto Rico 00919Bankruptcy Case No.: 05-06173Type of Business: Highway and bridge contractor, according to Verizon Information Services.Chapter 11 Petition Date: July 5, 2005Court: District of Puerto Rico (Old San Juan)Debtor's Counsel: Wallace Vazquez Sanabria, Esq. Law Office of Wallace Vazquez Sanabria 170 Mexico Street, Suite D-1 San Juan, Puerto Rico 00917-2202 Tel: (787) 756-5730Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionThe Debtor did not file a list of its 20 Largest UnsecuredCreditors.KOCH CELLULOSE: Moody's Upgrades $424 Million Debt Rating to Ba3----------------------------------------------------------------Moody's Investors Service upgraded the ratings of Koch Cellulose,LLC, raising the corporate family rating (previously called thesenior implied) and credit facility ratings to Ba3 from B1.The rating upgrades reflect KoCell's stronger credit metrics,which are reflective of: * improved operating performance, * stronger cash flows, and * lower debt levels.The rating also reflects the company's significant market positionfor fluff pulp, relatively low cost position, and reasonableliquidity. The rating outlook is stable.These ratings were raised: * Corporate family rating upgraded to Ba3 from B1 * Issuer rating to B1 from B2 * $300 million gtd senior secured term loan B, upgraded to Ba3 from B1 * $50 million gtd senior secured revolving credit facility, upgraded to Ba3 from B1 * $74 million synthetic letter of credit facility, upgraded to Ba3 from B1Since May 2004, KoCell has reduced debt to approximately $314million from $373 million, while EBITDA has increased to just over$170 million on an LTM basis. As of March 31, 2005, creditmetrics were strong with leverage of less than 2.0x, interestcoverage exceeding 8.0x, and RCF/TD before working capital of over40%.In addition, liquidity remains adequate with approximately$33 million of cash and the expectation that the company willremain free cash flow positive while maintaining full access toits $50 million revolver, after incorporating $10 million ofletters of credit.Provisions under the credit agreement require the prepayment ofthe term loan B with excess free cash flow, which will help reducedebt over the near term. The percentage of excess cash flow thatmust be applied to debt reduction is determined by the leverageratio and by the aggregate amount of debt reduction, but goes tozero when KoCell's leverage is less than or equal to 2.0x and atleast $150 million of debt has been repaid.KoCell has a good position in fluff pulp with an estimated marketshare of approximately 25%. Historically, fluff pulp has sold ata premium to other market pulps due in part to the uniquequalities of the product and the end user applications with afocus on consumer staples. The cost position of KoCell's twomills is also favorable due in part to limited exposure tofluctuating energy prices, with Leaf River being approximately100% energy self-sufficient and Brunswick supplying over 80% ofits own energy requirements.The ratings also reflect the limited scope and commodity focus ofKoCell's product mix, its reliance on two mills, and limitationsrelated to its corporate structure. This latter factor results inthe majority of free cash flow being generated in nonrestrictedforeign subsidiaries, which have limited restrictions on dividenddistributions after required debt repayment.As a result, the guarantor companies maintain little cash and havelimited financial flexibility. KoCell produces a single commodityproduct with pricing that has historically followed the pulpindustry cycle, which has resulted in significant swings inoperating performance and cash flow. The company is also exposedto the fluctuation in various raw materials, predominantlypulpwood, which is purchased from third parties at market prices.The stable outlook reflects Moody's view that KoCell's operatingperformance and credit metrics should improve as pulp pricesremain at least at current levels and debt is reduced through theexcess cash flow sweep mechanism, while liquidity remains adequatewith full availability under its revolver. Nevertheless, afurther rating increase is unlikely in the near term due toKoCell's corporate structure, the cash flow impact of thecompany's dividend policy, its narrow span of operations (twomills), and the cyclicality of its commodity business.KoCell's operating assets consist of two pulp mills located in theSoutheast United States with sales offices in Switzerland and HongKong. Current pulp production of the two mills is approximately915,000 metric tons (tonnes) of fluff pulp and about 385,000tonnes of Southern Bleached Softwood Kraft pulp, although thecompany expects to transition production at Leaf River to 100%fluff pulp over time. Fluff pulp tends to have higher pricingthan other types of market pulps although it still follows thepeaks and troughs of the industry. Historically the spreadbetween fluff pulp and SBSK pulp has averaged about $80 per tonne,however the spread tends to compress when SBSK prices are high andwiden when SBSK prices decline.In regards to liquidity, even though the assumed dividend policywill likely result in minimal levels of cash retained in thecompany, Moody's believes that full access to the company'srevolver should be adequate in a normal operating environment.Due to the timing of how dividends are calculated and distributed,there should also be approximately 3 months of excess cash flow inthe company at any one time to aid liquidity. Moody's expects thecompany will maintain full access to its $50 million revolver atall times and, with dividends determined and distributed at theend of the first quarter of each year based on prior year cashflows, liquidity should remain reasonable absent any unplannedsignificant capital requirements.KoCell acquired the Brunswick and Leaf River fluff and SBSK pulpmills from Georgia Pacific in May 2004 for approximately $610million. The two mills have an aggregate production capacity ofapproximately 1.3 million tonnes per year (Brunswick 750k tonnes /Leaf 550k tonnes). KoCell is a wholly owned indirect subsidiaryof Koch Industries Inc. and was created to purchase and operate ona stand-alone basis the acquired assets.Koch Cellulose, LLC, headquartered in Brunswick, Georgia, is amanufacturer of fluff and SBSK pulp.KRISPY KREME: Court OKs KremeKo's New Chief Restructuring Officer----------------------------------------------------------------- The Ontario Superior Court of Justice gave KremeKo Inc. permissionto employ Robert Pajor to succeed Robert Vaughn as the doughnutmaker's Chief Restructuring Officer.As reported in the Troubled Company Reporter on June 28, 2005, Mr.Vaughn's resignation triggered a default under the $1.5 millionDIP financing facility which Krispy Kreme provided to its Canadianfranchisee, Kremeko. Ernst & Young, the court-appointed monitorof KremeKo, told the Canadian Press that Krispy Kreme hasindicated it will waive the default as soon as a new chiefrestructuring officer is hired.KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,filed an application with the Ontario Superior Court of Justiceto restructure under the Companies' Creditors Arrangement Act, onApr. 15, 2005. Pursuant to the Court's Initial Order, Ernst &Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme isa leading branded specialty retailer of premium quality doughnuts,including the Company's signature Hot Original Glazed. KrispyKreme currently operates approximately 400 stores in 45 U.S.states, Australia, Canada, Mexico, the Republic of South Korea andthe United Kingdom. Krispy Kreme can be found on the World WideWeb at http://www.krispykreme.com/LANTIS EYEWEAR: Panel Appoints Joseph Myers as Creditor Trustee---------------------------------------------------------------Pursuant to the Second Amended Liquidating Plan filed by LantisEyewear Corporation nka Sitnal, Inc., on June 30, 2005, a CreditorTrust will be established on the Effective Date to hold the TrustAssets for the benefit of allowed general unsecured claim holderspursuant to the terms of the Plan and the Creditor TrustAgreement. The Trust Assets consist of cash proceeds from theDebtor's liquidated Contributable Assets and Excluded Assets.The Plan contemplates the appointment by the Official Committee ofUnsecured Creditors of a Creditor Trustee who will manage theCreditor Trust and who will be authorized to pursue claimsbelonging to the Debtor and its estate for the benefit of theholders of allowed general unsecured claims.The Committee has chosen Joseph Myers at Clear Thinking Group LLCas the Creditor Trustee. Accordingly, the Committee asks the U.S.Bankruptcy Court for the Southern District of New York to approveMr. Myers' appointment.Mr. Myers is a partner and managing director at Clear Thinking inHillsborough, New Jersey.Mr. Myers assures the Court of his "disinterestedness" as thatterm is defined in Section 101(14) of the Bankruptcy Code.Headquartered in New York, Lantis Eyewear Corporation --http://www.lantiseyewear.com/-- is a leading designer, marketer and distributor of sunglasses, optical frames and related eyewearaccessories throughout the United States. The Company filed forchapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.04-13589). Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,Hyland & Perretti LLP, represents the Debtor in its restructuringefforts. When the Debtor filed for protection from its creditors,it listed $39,052,000 in total assets and $132,072,000 in totaldebts.LEE'S TRUCKING: Wants to Use Financial Federal's Cash Collateral---------------------------------------------------------------- Lee's Trucking, Inc., asks the U.S. Bankruptcy Court for theWestern District of Arkansas for permission to use cash collateralsecuring repayment of pre-petition obligations to FinancialFederal Credit Inc.The Debtor is indebted to Financial Federal pursuant to the termsof seven contracts: Account Contract Monthly Number Type of Contract Date Payment ------- ---------------- -------- ------- 10877 Installment Sale 11/04/02 $7,164 Contract 18373 Installment Sale 04/13/04 $2,336 Contract 18374 Installment Sale 04/14/04 $2,336 Contract 20817 Promissory Note 07/27/04 $1,467 20848 Installment Sale 07/27/04 $7,811 Contract 24266 Promissory Note 12/11/04 $10,537 24269 Promissory Note 12/22/04 $9,784 ------- Total Monthly Payments $41,435To secure the Debtor's obligations to Financial Federal under eachof the seven contracts, the Debtor granted to Financial Federal avalid security interest in certain collateral, including varioustractor trucks and trailers that are covered under the sevencontracts.Each of the contracts are cross-collateralized, which means thatall the collateral described on each contract is pledged ascollateral for all the contracts, and not just the single contractin which the collateral is described.Each of the contracts also grants to Financial Federal a perfectedsecurity interest in all of the Debtor's cash and non-cashproceeds, and all other assets and property.The Debtor explains that its trucks and trailers are vital for itscontinued business operations and to effectively reorganize. Itneeds access to the cash collateral to operate its trucks andtrailers and the resulting cash generated from the use of thosetrucks and trailers will fund an effective chapter 11 plan.The Debtor anticipates that its proposed plan of reorganizationwill pay 100 cents on every dollar owed to Financial Federal.To adequately protect Financial Federal's interests, the Debtorwill grant Financial a perfected lien on all its accounts,accounts receivable and contract rights.Without authority to dip into Financial Federal's cash collateral,Lee's Trucking tells the Court it won't be able to pay its post-petition obligations as they become due.Headquartered in El Dorado, Arkansas, Lee's Trucking -- http://www.leestrucking.com/-- transports bulk chemicals, non- hazardous materials, hazardous materials, and hazardous waste.The Company filed for chapter 11 protection on May 13, 2005(Bankr. W.D. Ark. Case No. 05-73565). Robert L. Depper, Jr.,Esq., at Depper Law Firm represents the Debtor on itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it listed estimated assets and debts of more than$100 million.LIBERTY COUNTY: S&P Lifts Rating on Senior Secured Bonds to BB+---------------------------------------------------------------Standard & Poor's Ratings Services raised its rating on LibertyCounty Industrial Authority's commercial property senior securedrevenue bond from series 1992 to 'BB+' from 'BB'. The bond, witha current outstanding balance of $2.91 million, is due Dec. 1,2014.The raised rating reflects the turnaround in operating performanceof the collateral property, the Hinesville Square Shopping Center,but recognizes the fact that the property is still in the processof reaching its full stabilization level.Hinesville Square Shopping Center is a 155,861-square-footcommunity retail center built in 1986 and located in Hinesville,Georgia, approximately 30 miles southwest of Savannah.The shopping center experienced a long and continuous loss oftenants between 2001 and early 2005. Standard & Poor's lowered itsrating on the transaction to 'BB' from 'A-' in April 2001 becauseof the loss of tenants. Major anchor tenants, such as Wal-MartStores Inc. and J.C. Penney Co., have left. As of early 2005,occupancy had declined to 33%.Over the past five months, four new leases for a total of 36,900sq. ft have been signed. The space previously occupied by Wal-Mart has been reconfigured to accommodate 40,000 sq. ft. ofclimate-controlled storage units and three new, smaller tenants.The center is just one mile from the entrance to Fort Stewart,which is a major embarkation point for troops that have been, andcontinue to be, deployed to Afghanistan and Iraq. These departingtroops have been the major source of demand for the recently builtstorage units. A lease for the old J.C. Penney's space (22,204sq. ft.) is also under negotiation. As a result, occupancy hasreached 84% and is expected to exceed 90% by year-end 2005.Additionally, the center's net operating income by year-end 2005is expected to more than double that of 2004.In July 2004, the borrower, which was controlled by seniorofficers of Aranov Realty Co. (Aranov; a prominent southeasternreal estate development and management firm), sold the center toHinesville Group LLC, an entity controlled by two local attorneysand a local realtor. Aranov continues to provide propertymanagement services to the property.Debt service coverage on a NOI basis, which had declined to 0.70xin 2004, is expected to increase to more than 1.5x by year-end2005. Nonetheless, in light of the major physical changes made tothe center, the large number of new leases recently signed, andthe leases still under negotiation, the center is still in a stateof flux.LOCATEPLUS HOLDINGS: Accumulated Deficit Spurs Going Concern Doubt------------------------------------------------------------------Livingston & Haynes, P.C., of Wellesley, Massachusetts, expressedsubstantial doubt about LocatePLUS Holdings Corporation's abilityto continue as a going concern after it audited the Company'sfinancial statements for the fiscal year ended Dec. 31, 2004.The auditors point to the Company's accumulated deficit andsubstantial net losses in each of the past three years. Auditorsat Carlin, Charron & Rosen LLP expressed similar doubts after theylooked at LocatePLUS' 2003 financial statements.The Company posted a $7.5 million net loss in 2004 and a $4.4million net loss in 2003. In addition, the Company reports anaccumulated deficit of $30.6 million through March 31, 2005. TheCompany raised approximately $4 million of equity during 2004through the sale of its equity securities and $400,000 in thethree months ended March 31, 2005, through the sale of additionalequity. The ultimate success of the Company is still dependentupon its ability to secure additional financing to meet itsworking capital and ongoing project development needs.Management has a three-part plan to turn the situation around: * increase sales, * expand infrastructure, and * hire additional staff.This will require the Company to obtain additional financing(through sales of equity securities or debt instruments).LocatePLUS Holdings Corporation provides access to publicinformation such as bankruptcy filings, real estate transactions,motor vehicle records, and drivers' licenses to commercial,private sector and law enforcement entities in the United States.In 1999 and prior periods, this information was delivered tocustomers on compact disks. In March 2000, the Company beganproviding information through the Internet and in 2002 beganproviding information through the use of handheld wirelessdevices.At Mar. 31, 2005, LocatePLUS Holdings Corporation's balance sheetshowed a $1,769,007 stockholders' deficit, compared to a$1,223,608 deficit at Dec. 31, 2004.MAGRUDER COLOR: Wants Cananwill to Finance Insurance Premiums-------------------------------------------------------------Magruder Color Company, Inc., and its debtor-affiliates, asks theU.S. Bankruptcy Court for the District of New Jersey, forauthority to obtain post-petition financing under an insurancepremium financing agreement with Cananwill, Inc.The Debtors tell the Court that they do not have sufficient fundsto pay the $75,312 annual insurance premiums due to TravelersIndemnity Co., RSUI Indemnity Co., Greenwhich XL Environment andAmerican Casualty Insurance in one lump-sum. They can afford tomake the payments in monthly installments.The Debtors say that they need the insurance policies to preservetheir business, property and assets. Various regulations and lawsand the Debtors' postpetition DIP loan facility also require theinsurance coverage.Any interruption in payments on the policies, the Debtors add, mayadversely affect their ability to obtain insurance in the futureand could leave them without sufficient insurance coverage.Under the terms of the proposed premium financing agreement,Cananwill will pay the $37,656 half-year insurance premiums. TheDebtors will be required to repay Cananwill in six monthly $6,414installments. The first installment is due on August 1, 2005.The annual percentage rate for the financing is 7.5%.The Cananwill financing deal also includes a security agreementgranting the lender a security interest in the gross unearnedpremiums payable in the event of cancellation of the policies.The security agreement further authorizes Cananwill to cancel thefinanced Policies and obtain the return of any unearned premiumsin the event of a default in the payment of any installment due.A copy of the Finance and Security Agreement is available for freeat http://bankrupt.com/misc/MagruderInsurance_DocB.pdfHeadquartered in Elizabeth, New Jersey, Magruder Color Company -- http://www.magruder.com/-- and its affiliates manufacture basic pigment and also supply quality products to the ink, paint, andplastics industries. The Company and its debtor-affiliates filedfor chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.05-28342). Bruce D. Buechler, Esq., at Lowenstein Sandler PCrepresent the Debtors in their restructuring efforts. When theDebtors filed protection from their creditors, they estimatedassets and debts of $10 million to $50 million.MAYTAG: May Close $1.65B Triton Merger Deal as Solicitation Ends----------------------------------------------------------------Maytag Corporation may yield to Triton Acquisition Holding Co.'spressure to close their merger deal and may cut short its talkswith other companies interested in taking over the company.The Financial Times reports that Maytag may cut negotiation talkswith Haier Group regarding a possible merger.Triton was organized by a consortium headed by New York investmentfirm Ripplewood Holdings LLC. Triton inked a merger pact to buyMaytag for $14 a share. But, on June 20, Maytag said it wasconsidering a preliminary $1.28 billion bid from Bain Capital,Blackstone Group and Haier America that values the Company at$16 per share. Haier Group is headquartered in China. Choose Us or Risk ItTriton pressured the company on Thursday to proceed with the dealor risk losing it and paying a $40 million termination fee, theAssociated Press reports.Triton said it has the right to end the merger agreement andreceive a $40 million termination fee because Maytag has continuedto talk with the Haier America beyond June 18. Maytag only haduntil that date to solicit other offers. The Declining OfferOn June 30, Maytag disclosed to the Securities and ExchangeCommission that the Ripplewood-led Triton group had offered $23.50per share cash for the company in December 2004.In February, the Triton group revised its offer to $17.25 pershare and then to $14 two months later when it became clear thatMaytag's business prospects and income would face challengesthroughout the year. Maytag's board accepted the $14 offer onMay 19. The Triton DealIf the Triton acquisition is completed, Maytag will become asubsidiary of Triton Acquisition Holding Co., SEC filings said.The company expects the Triton deal to be completed by Dec. 15.Triton's purchase of Maytag is expected to total $1.65 billion,which includes the assumption of $975 million of Maytag debt,repayment of financing and other closing costs, according to theproxy statement.The purchase would likely be financed by Triton through a$900 million line of revolving credit and $750 million in securedcredit from Citigroup Global Markets Inc., Deutsche Bank TrustCompany Americas, Deutsche Bank AG Cayman Islands Branch, JPMorganChase Bank, N.A. and J.P. Morgan Securities Inc., the documentssaid.In addition, Triton has obtained $450 million in equitycommitments from the investor group, the documents said. The groupincludes New York-based Ripplewood Holdings LLC and RHJInternational, of Belgium, investment firms started by TimothyCollins. GS Capital Partners, a Goldman Sachs & Co. investmentfirm, and J. Rothschild Group Ltd. are the other partners.Immediately following the closing of the merger, TritonAcquisition Holding will be owned: * 35.56% by entities affiliated with Ripplewood Partners II, L.P. and one or more other private equity funds sponsored by Ripplewood Holdings L.L.C. Ripplewood Holdings is a leading private equity firm established by Timothy C. Collins in 1995. To date, Ripplewood has invested in transactions with an aggregate enterprise value of $12 billion, focusing on investments in the United States and Japan; * 35.56% by RHJ International. RHJ International (Euronext: RHJI) is a limited liability company organized under the laws of Belgium, having its registered office in Avenue Louis 326, 1050 Brussels, Belgium. It is a diversified holding company focused on creating long-term value for its shareholders by acquiring and operating businesses in attractive industries in Japan and elsewhere; * 22.22% by GS Capital Partners V Fund, L.P. and one or more private equity funds sponsored by Goldman, Sachs & Co. GS Capital Partners V Fund, L.P., together with certain affiliated funds, currently serves as Goldman, Sachs & Co.'s primary investment vehicle for direct private equity investing. GS Capital Partners V Fund was raised in April 2005 with $8.5 billion of capital commitments and is managed by the Principal Investment Area of Goldman Sachs. Goldman Sachs, directly and indirectly through its various Principal Investment Area managed investment partnerships, has invested over $16 billion in over 500 companies since 1986 and manages a diversified global portfolio; and * 6.66% by one or more affiliates of J. Rothschild Group Ltd., an investment vehicle of the J. Rothschild Group of Companies, which includes RIT Capital Partners plc (LSE: RCP), a diversified investment trust, and family and charitable trusts associated with Lord Rothschild.A copy of the proposed Ripplewood deal is available for free athttp://researcharchives.com/t/s?54 About Ripplewood HoldingsRipplewood Holdings LLC manages more than $10 billion in capital,and invests in automotive retail, food manufacturing, industrialmanufacturing, banking, entertainment, and technology; portfolioholdings include Direct Holdings Worldwide, Asbury Automotive, andWRC Media. Expanding its operations in Japan, the company boughtShinsei Bank, D&M Holdings, and ailing recording label ColumbiaMusic Entertainment (formerly Nippon Columbia). About Bain CapitalEstablished in 1984, Bain Capital is one of the world's leadingprivate investment firms with over $25 billion in assets undermanagement. Bain Capital's family of funds includes privateequity, venture capital, public equity and leveraged debt assets.Our competitive advantage is grounded in a people-intensive,value-added investment approach that enables the firm to deliverindustry-leading returns for its investors. Haier AmericaHaier America is the US sales and marketing arm of Chinese homeappliance and consumer electronics giant Haier Group. Haier Groupmakes refrigerators, freezers, air conditioners, dishwashers,laundry machines, and small appliances, as well as mobile phonesand plasma and flat screen televisions. Its newest products arewine cellars and beer dispensers. Its products are sold throughretailers such as Fortunoff, Wal-mart, Bed Bath & Beyond, HomeDepot, Lowe's, and Target. The division was founded in 1999 andhas operations in New York and South Carolina. About MaytagMaytag Corporation is a $4.7 billion home and commercial appliancecompany focused in North America and in targeted internationalmarkets. The corporation's primary brands are Maytag(R),Hoover(R), Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).At Jan. 1, 2005, Maytag's balance sheet reflected a $75,024,000stockholders' deficit, compared to $65,811,000 of positive equityat Jan. 3, 2004. * * *As reported in the Troubled Company Reporter on June 23, 2005,Maytag Corporation's 'BB' senior unsecured debt remains on RatingWatch Negative by Fitch Ratings following the company'sannouncement that it has received a preliminary non-bindingproposal from Bain Capital Partners LLC, Blackstone CapitalPartners IV L.P. and Haier America Trading, L.L.C. to acquire alloutstanding shares of Maytag for $16 per share cash.As reported in the Troubled Company Reporter on Apr. 29, 2005,Moody's Investors Service downgraded Maytag Corporation's seniorunsecured ratings to Ba2 from Baa3 and the short-term rating toNot Prime from Prime-3. At the same time the Ba2 senior unsecurednote rating was placed on review for possible further downgrade.Moody's also assigned a new senior implied rating of Ba2. Moody'ssays the outlook for the ratings remains negative.The ratings downgraded are: * Senior unsecured rating to Ba2 from Baa3; the rating is placed on review for possible further downgrade * Issuer rating to Ba2 from Baa3, * Short term rating to Not Prime from P-3.The rating assigned: * Senior implied rating of Ba2.As reported in the Troubled Company Reporter on Apr. 26, 2005,Standard & Poor's lowered its long-term corporate credit andsenior unsecured debt ratings on home and commercial appliancemanufacturer Maytag Corp. to 'BB+' from 'BBB-'.At the same time, the 'A-3' short-term corporate credit andcommercial paper ratings on the Newton, Iowa-based company werewithdrawn. The ratings were removed from CreditWatch, where theywere placed Jan. 28, 2005, following weaker-than-expected fourthquarter results and Standard & Poor's ongoing concerns aboutMaytag's ability to improve its operation performance.S&P says the outlook is stable. Total debt outstanding atApril 2, 2005, was about $970 million.MAYTAG: Investors Allege Share Price Inflation for Merger Deal--------------------------------------------------------------Shalov Stone & Bonner LLP filed a class action lawsuit on behalfof investors in Maytag Corp. common stock on July 5, 2005. Thelawsuit is pending in the United States District Court for theSouthern District of Iowa against Maytag, Ralph F. Hake and GeorgeC. Moore.A copy of the complaint filed in this action can be viewed onShalov Stone & Bonner's website at http://www.lawssb.com/The complaint alleges that, throughout the Class Period, thedefendants failed to disclose and misrepresented material adversefacts which were known to defendants or recklessly disregarded bythem and which caused the defendants to issue materially false andmisleading financial projections, among other things, which causedthe price of Maytag stock to trade at artificially inflated pricesin the period from March 7, 2005 through April 21, 2005. Amongother things, the complaint alleges that the defendants attemptedto inflate the price of Maytag stock in an effort to secure ahigher price for the company in connection with its buyoutnegotiations with Ripplewood Holdings LLC.Plaintiffs are represented by the law firm of Shalov Stone &Bonner LLP, which has extensive experience in the prosecution ofclass actions on behalf of investors.If you purchased Maytag stock during the Class Period, you are amember of the class. Class members may, not later than sixty daysfrom today, move the Court to serve as lead plaintiff of theclass. In order to serve as lead plaintiff, however, you must meetcertain legal requirements, as set forth in the Private SecuritiesLitigation Reform Act of 1995.If you would like additional information about the lawsuit orwould like to participate in it, contact: Ralph M. Stone, Esq. Shalov Stone & Bonner LLP 485 Seventh Avenue, Suite 1000 New York, New York 10018 Telephone: (212) 239-4340 About Shalov Stone & BonnerThe law firm of Shalov Stone & Bonner LLP represents clients in awide variety of litigation, with an emphasis on class, derivativeand other complex actions on behalf of investors and consumers. Amajority of the firm's cases involve federal or state securitieslaws, consumer fraud statutes, product liability claims orcorporate governance matters. The firm also actively prosecutesand defends claims on behalf of financial institutions and pensionfunds, including several banks in New York City and Long Islandand the public pension funds of the State of New Jersey, and itrepresents parties in client/broker disputes, litigationsinvolving discrimination claims, product liability matters andgeneral commercial disputes. The firm maintains offices in NewYork City and Morristown, New Jersey. About MaytagMaytag Corporation is a $4.7 billion home and commercial appliancecompany focused in North America and in targeted internationalmarkets. The corporation's primary brands are Maytag(R),Hoover(R), Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).At Jan. 1, 2005, Maytag's balance sheet reflected a $75,024,000stockholders' deficit, compared to $65,811,000 of positive equityat Jan. 3, 2004. * * *As reported in the Troubled Company Reporter on June 23, 2005,Maytag Corporation's 'BB' senior unsecured debt remains on RatingWatch Negative by Fitch Ratings following the company'sannouncement that it has received a preliminary non-bindingproposal from Bain Capital Partners LLC, Blackstone CapitalPartners IV L.P. and Haier America Trading, L.L.C. to acquire alloutstanding shares of Maytag for $16 per share cash.As reported in the Troubled Company Reporter on Apr. 29, 2005,Moody's Investors Service downgraded Maytag Corporation's seniorunsecured ratings to Ba2 from Baa3 and the short-term rating toNot Prime from Prime-3. At the same time the Ba2 senior unsecurednote rating was placed on review for possible further downgrade.Moody's also assigned a new senior implied rating of Ba2. Moody'ssays the outlook for the ratings remains negative.The ratings downgraded are: * Senior unsecured rating to Ba2 from Baa3; the rating is placed on review for possible further downgrade * Issuer rating to Ba2 from Baa3, * Short term rating to Not Prime from P-3.The rating assigned: * Senior implied rating of Ba2.As reported in the Troubled Company Reporter on Apr. 26, 2005,Standard & Poor's lowered its long-term corporate credit andsenior unsecured debt ratings on home and commercial appliancemanufacturer Maytag Corp. to 'BB+' from 'BBB-'.At the same time, the 'A-3' short-term corporate credit andcommercial paper ratings on the Newton, Iowa-based company werewithdrawn. The ratings were removed from CreditWatch, where theywere placed Jan. 28, 2005, following weaker-than-expected fourthquarter results and Standard & Poor's ongoing concerns aboutMaytag's ability to improve its operation performance.S&P says the outlook is stable. Total debt outstanding atApril 2, 2005, was about $970 million.MBNA Capital: S&P Puts BB+ Rated Notes on Positive Watch--------------------------------------------------------Standard & Poor's Ratings Services placed its 'BB+' ratings on theclass A-1 and A-2 notes from Corporate Backed Trust CertificatesSeries 2001-5 Trust on CreditWatch with positive implications.The transaction is a swap-independent synthetic transaction thatis weak-linked to the underlying capital securities, the 8.278%series A, issued by MBNA Capital A, a subsidiary of MBNA Corp.The CreditWatch placements follow the placement of the rating onthe underlying assets on CreditWatch with positive implications onJune 30, 2005.MERIDIAN AUTOMOTIVE: Purchases Insurance From Liberty Mutual------------------------------------------------------------Meridian Automotive Systems, Inc., and its debtor-affiliates askthe U.S. Bankruptcy Court for the District of Delaware toauthorize and approve their purchase of certain workerscompensation and employers liability, automobile liability andgeneral liability insurance pursuant to insurance programsprovided by Liberty Mutual Group and its subsidiaries effective,nunc pro tunc, to July 1, 2005.The Debtors require insurance coverage to be able to continueoperating substantial portions of their business and avoidpotential violation of their credit agreements.Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,LLP, in Wilmington, Delaware, relates that Liberty Mutual hasbeen providing certain insurance coverage to the Debtors for thepast four years under certain insurance programs. Mr. Kosmowskiinforms the Court that Liberty Mutual currently providesinsurance coverage to the Debtors for certain workerscompensation and employers liability, automobile liability andgeneral liability pursuant to an insurance program that is set toexpire on July 1, 2005.With respect to the Current Issue Program, the Debtors andLiberty Mutual have agreed on a short term renewal to andincluding July 19, 2005, pursuant to which the Debtors will makepayments of premiums, assessments and surcharges of approximately$160,000 to Liberty Mutual on or before July 1, 2005.The parties also have reached an agreement regarding the termsand conditions with respect to the purchase of workerscompensation and employers liability, automobile liability andgeneral liability insurance coverage, which would begin July 19,2005, and continue through and including July 1, 2006."The Debtors have been unable to obtain insurance coveragecomparable to that provided by the Insurance Programs on termssimilar to or more favorable than those provided by LibertyMutual," Mr. Kosmowski says.The basic terms of the Insurance Programs are: (a) The automobile liability policies will be subject to large deductible plans and will provide the coverages enumerated in the Auto Policies. On an annualized basis, the total estimated premium to be paid under the Auto Policies is $71,851. The per occurrence deductible under the Auto Policies is $250,000; (b) Under the laws of the various states in which they operate, the Debtors are required to maintain workers compensation policies and programs to provide their employees with compensation for injuries from or related to their employment with the Debtors. The Debtors will continue to maintain obligations in each of the states in which they operate, except Michigan and Ohio. On an annualized basis, the total premiums, assessments, surcharges and fees to be paid under Workers Compensation Policy are approximately $682,579. The per occurrence deductible under the Workers Compensation Policy is $500,000; (c) The Debtors will also continue to maintain general liability policies, which will be subject to large deductible plans, and will insure the Debtors pursuant to the coverage set forth in the General Liabilities Policies. On an annualized basis, the total aggregate premium to be paid under the General Liability Policies is approximately $308,884. The per occurrence deductible under the General Liability Policies is $250,000; (d) The Debtors will be obligated to pay 95% of the total premiums with respect to the Renewal Extension, regardless of the Debtors' termination of any of the Insurance Programs prior to the expiration of the Renewal Extensions or any business downturn or other conditions that may normally necessitate the reduction in insurance coverage; and (e) The Debtors will cause an issuer approved by Liberty Mutual to issue an additional letter of credit for the benefit of Liberty Mutual for $2,630,000, to secure the Debtors' obligations under the Insurance Programs pursuant to a master memorandum of agreement and its amendments.Headquartered in Dearborn, Mich., Meridian Automotive Systems,Inc. -- http://www.meridianautosystems.com/-- supplies technologically advanced front and rear end modules, lighting,exterior composites, console modules, instrument panels and otherinterior systems to automobile and truck manufacturers. Meridianoperates 22 plants in the United States, Canada and Mexico,supplying Original Equipment Manufacturers and major Tier Oneparts suppliers. The Company and its debtor-affiliates filedfor chapter 11 protection on April 26, 2005 (Bankr. D. Del. CaseNos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry J.Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., atSidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., EdmonL. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,Esq., at Young Conaway Stargatt & Taylor, LLP, represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed $530 million intotal assets and approximately $815 million in total liabilities.(Meridian Bankruptcy News, Issue No. 10; Bankruptcy Creditors'Service, Inc., 215/945-7000).MERIDIAN AUTOMOTIVE: New Center Wants Stay Lifted for Set-Off-------------------------------------------------------------New Center Stamping, Inc., asks the U.S. Bankruptcy Court for theDistrict of Delaware to lift the automatic stay to exercises itsstate law right to set off a mutual prepetition debt with MeridianAutomotive Systems, Inc., and its debtor-affiliates.Gary H. Cunningham, Esq., at Strobl Cunningham & Sharp, P.C.,relates that, pursuant to prepetition purchase orders, theDebtors provided component parts to New Center, for which theyhave not yet received payment. Prior to the Petition Date, NewCenter also provided the Debtors with certain component parts,for which it has not yet received payment. As a result, theDebtors owe New Center $165,826, while New Center owes theDebtors $162,811.Under Section 553(a) of the Bankruptcy Code, Mr. Cunninghamasserts that New Center has a right to set off its prepetitiondebt against the Debtors' prepetition debt, since both theirdebts are mutual.Mr. Cunningham further asserts that New Center is entitled torelief from the stay because its interest in the Debtors'Prepetition Debt is not being adequately protected."[I]f New Center were to pay the New Center Prepetition debt, itscollateral will be dissipated," Mr. Cunningham explains. "TheDebtor does not have the means to provide New Center with anyother form of adequate protection for New Center's securityinterest. Therefore, the only means by which the Debtor canprovide adequate protection for New Center's security interest isthrough the allowance of the setoff."Headquartered in Dearborn, Mich., Meridian Automotive Systems,Inc. -- http://www.meridianautosystems.com/-- supplies technologically advanced front and rear end modules, lighting,exterior composites, console modules, instrument panels and otherinterior systems to automobile and truck manufacturers. Meridianoperates 22 plants in the United States, Canada and Mexico,supplying Original Equipment Manufacturers and major Tier Oneparts suppliers. The Company and its debtor-affiliates filedfor chapter 11 protection on April 26, 2005 (Bankr. D. Del. CaseNos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry J.Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., atSidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., EdmonL. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,Esq., at Young Conaway Stargatt & Taylor, LLP, represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed $530 million intotal assets and approximately $815 million in total liabilities.(Meridian Bankruptcy News, Issue No. 9; Bankruptcy Creditors'Service, Inc., 215/945-7000).MERIDIAN AUTOMOTIVE: Wants to Extend Removal Period to Nov. 1-------------------------------------------------------------Pursuant to Section 1452 of the Judiciary Code: (a) a party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce the governmental unit's policy or regulatory power, to the district court for the district where the civil action is pending, if the district court has jurisdiction of the claim or cause of action under Section 1334; and (b) the court to which the claim or cause of action is removed may remand the claim or cause of action on any equitable ground.Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forththe time periods for the filing of notices to remove claims orcauses of action: "If the claim or cause of action in a civil action is pending when a case under the Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under [Section] 362 of the Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief."By this motion, Meridian Automotive Systems, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District ofDelaware to extend the period within which they may file noticesof removal with respect to civil actions pending on April 26,2005, through and including November 1, 2005.Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,in Wilmington, Delaware, tells the Court that the extension willafford the Debtors additional time to make fully informeddecisions concerning removal of each pending prepetition civilaction and will assure that the Debtors not forfeit theirvaluable rights under Section 1452.Mr. Brady assures the Court that the rights of the Debtors'adversaries will not be prejudiced by the extension because anyparty to a prepetition action that is removed may seek to have itremanded to state court.The Court will hold a hearing to consider the Debtors' request at11:30 a.m. (prevailing Eastern Time) on July 19, 2005.Headquartered in Dearborn, Mich., Meridian Automotive Systems,Inc. -- http://www.meridianautosystems.com/-- supplies technologically advanced front and rear end modules, lighting,exterior composites, console modules, instrument panels and otherinterior systems to automobile and truck manufacturers. Meridianoperates 22 plants in the United States, Canada and Mexico,supplying Original Equipment Manufacturers and major Tier Oneparts suppliers. The Company and its debtor-affiliates filedfor chapter 11 protection on April 26, 2005 (Bankr. D. Del. CaseNos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry J.Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., atSidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., EdmonL. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,Esq., at Young Conaway Stargatt & Taylor, LLP, represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed $530 million intotal assets and approximately $815 million in total liabilities.(Meridian Bankruptcy News, Issue No. 10; Bankruptcy Creditors'Service, Inc., 215/945-7000).MIRANT CORP: Judge Lynn Wants Enterprise Value Recalculated-----------------------------------------------------------The Official Committee of Equity Security Holders appointed inMirant Corporations and its debtor-affiliates' chapter 11 casesasks the U.S. Bankruptcy Court for the Northern District of Texasto determine the value of the Debtors' Claims against SouthernCompany.On June 16, 2005, Mirant Corp. and the Official Committee ofUnsecured Creditors of Mirant Corporation filed an adversarycomplaint to recover money or property from the Southern Company.The Complaint alleges, among others, a cause of action againstSouthern for its misuse and abuse of the corporate form of Mirantwhile Southern was its parent. According to Eric J. Taube, Esq.,at Hohmann, Taube & Summers, L.L.P., in Austin, Texas, thatmisuse and abuse resulted in Southern withdrawing over $1.9billion from Mirant and spinning the company out to the publicsaddled with unsustainable debt, including the debt associatedwith the Potomac Electric Power Company transaction.Mr. Taube contends that Southern's conduct injured the Debtors.He believes that it would be fundamentally unfair to allowSouthern to escape liability.The Fifth Circuit Court of Appeals in the case of In re S.I.Acquisition, Inc., 817 F.2d 1142, 1152 (5th Cir. 1987), Mr. Taubenotes, has recognized the ability of a subsidiary to sue itsformer parent under the "alter-ego theory" when necessary toprevent an injustice.Because the action is designed to redress harm caused to thedebtor corporation by the unjust actions of its past or presentcontrol persons, the claim is "property of the estate," Mr. Taubecontends. "[A]ny claim or cause of action, such as the Debtors'alter ego claim . . . is a viable claim independent of whetherthe Debtor is determined to be currently solvent, and must bevalued as part of [the] Court's present valuation." Anders Maxwell Reveals Valuation Report InaccuraciesAs reported in the Troubled Company Reporter on June 29, 2005, theMirant Shareholder Rights Group LLC supports expert testimonypresented by Anders Maxwell, Equity Committee's witness, duringMirant's valuation hearing, which concluded on June 27, 2005. Theexpert testified that inaccuracies in the Blackstone Groupvaluation report prepared for Mirant Corporation (OTC: MIRKQ)masked at least $1.74 billion of value in its business planforecasts and used improper methodologies to undervalue itsdomestic and foreign cash flows. Using Blackstone's own valuationmethod with accurate and current figures, Mr. Maxwell demonstratedto the Court that a valuation in the range of $12 billion to$13.7 billion was a more accurate calculation than that arrived atpreviously by Blackstone on behalf of Mirant. A valuation in thisrange would yield up to $1.74 billion in rightful shareholderrecovery. Mirant Ordered to Recalculate Company ValueAfter a 23-day hearing in Fort Worth, Texas, Judge Lynn reachedcertain conclusions regarding modifications necessary to theDebtors' 2005 Business Plan and the report of The BlackstoneGroup, to be used in determining the enterprise value of Mirant."I have concluded that use of the Business Plan is more sensiblethan adoption of cash flow information produced by other parties.As the Blackstone Report is based on the Business Plan, it ismore sensible to key valuation to it," Judge Lynn noted in afour-page letter dated June 30, 2005, to the Mirant ValuationParties.The modifications will be effected by the Debtors (under thesupervision of Curtis Morgan) and The Blackstone Group (under thesupervision of Tim Coleman). Mr. Coleman and Mr. Morgan, actingin their supervisory roles, will be serving as the agents of thecourt.William Snyder, the Chapter 11 Examiner, will supervise theentire process.Judge Lynn directs Mr. Snyder to insure proper implementation ofthe changes and to report to the three statutory committees onthe implementation of the changes. The committees may share thesereports with other parties, provided that confidentiality ismaintained as appropriate. The Equity Committee will, subject toassurances of confidentiality as necessary, advise counsel forthe Phoenix Parties and Matt Wilson Esq., at The Wilson Law Firm,P.C., in Atlanta, Georgia, of progress in implementing theCourt's directions.The modifications to be made to the Business Plan are: 1. Actual results available as of June 30, 2005, will be substituted for projected results. 2. Bankruptcy emergence will be assumed for September 30, 2005. It is likely that the effective date will be in October or later. September 30, however, marks the end of a quarter and so is an appropriate date. 3. The Business Plan will include provision for payment of all amounts due to or for the benefit of Potomac Electric Power Company under its agreements with the Debtors. 4. The Business Plan will include provisions for taxes, including full use of net operating loss carry-forwards. At the confirmation hearing, the Debtors will show that they contemplate making full and good use of all available tax benefits. 5. All commodity and emission data will be updated. In calculating future natural gas prices, subject to use of NYMEX futures for the same length of time currently used in the Business Plan but commencing July 1, the Debtors will average the forecasts of PIRA, EIA, Global Insight and SEER. If EVA has issued a new forecast, EVA will be used as well. The Debtors will calculate other commodity and emission costs as calculated in the Business Plan, but using current data available as of June 30. To the extent that capacity revenues are affected by these changes, and to the extent these changes affect other variables, the effects will be reflected in the Business Plan.The Blackstone Report will be revised to reflect the changes tothe Business Plan. In addition, these adjustments will be madeto the calculations of value in the Blackstone Report: 1. The modifications to the Blackstone Report to reflect added capacity payments as discussed in the report of Charles River Associates, the Debtors' Energy Consultants, will be made. 2. A valuation calculated based on actual results for the twelve months ended March 31, 2005, will be included in the range of values. Except as altered to conform to other aspects of the ruling, the methodology used in the Blackstone Report will be used to calculate the valuation. 3. Multiples of comparable companies will use June 27, 2005, closing stock prices. The multiples used for NRG will be adjusted to include in total enterprise value notes receivable of $832.6 million. EBITDA for each comparable company for years after 2004 will be obtained from the most recent SEC filing or company guidance which is available as of June 30, 2005. 4. The discount rate applied to cash flows will be based on a Weighted Average Cost of Capital calculated as in the Blackstone Report, but with a cost of equity of 12% to 16.6%. 5. Valuation of the Debtors' Philippines operations will be adjusted to include 50% of 2025 cash flow in 2026, the reduced cash flow thereafter growing at 2% per year. 6. Perpetuity growth rates other than for the Philippines will be changed to 3% per year. 7. Additional value as shown in the Blackstone Report will be increased by $450,000,000. In calculating discounted cash flow value, the value of the NOL will be deducted from Additional Value. 8. All weightings of valuation methods will be equal -- 50% to 50% discounted cash flow and comparable company; 50% to 50% perpetuity growth rate and terminal multiple.Should the high end of the range of values exceed $11 billion,Judge Lynn says, he will consider equity owners "in the money"for all purposes, and the Official Committee of Equity SecurityHolders will be entitled to participate fully in the bankruptcyproceedings going forward. "I recognize [and have taken intoaccount] potential litigation available to [the] Debtors, thoughI will not assign a value to the litigation.""If the total enterprise value is less than $11 billion," JudgeLynn continues, "but more than $10.7 billion, the Committee mayparticipate in the confirmation process on the basis that equityholders are likely to be entitled to some recovery from the PlanTrust. If the value of the Mirant family is less than $10.7billion, the Committee's role will be limited by further order ofthe court. The Phoenix Parties will be treated as 'in the money'if total enterprise value is calculated at the high end to exceed$10.65 billion. The Phoenix Parties will be assumed to have aninterest in the Plan Trust if total value exceeds $10.35billion."As to the motion filed by Matt Wilson urging application of Tillv. SCS Credit Corp., 541 U.S. 465 (2004), to [the] Debtors'valuation, Judge Lynn said he will address the motion and thepending evidentiary objections in a memorandum opinion which hewould issue prior to any confirmation hearing. According toJudge Lynn, he will also explain the contents of his June 30letter in that memorandum opinion."It is possible that further review of the record will lead tofurther small changes to [the] Debtors' value, and I reserve theability to make [the] changes [though I will not entertain anymotion seeking changes to the ruling contained in this letter].[The] Debtors may, but need not, include this letter in theirdisclosure statement. The rulings in this letter [as reflectedor modified in my opinion] will be binding for all appropriatepurposes in connection with a confirmation hearing," Judge Lynnwrote."I recognize that the requirements imposed on [the] Debtors andthe Blackstone Group by my ruling are substantial. I also acceptas genuine the concern that a ruling requiring recomputationcould lead to further disputes among the parties (though I hopeand expect this worry will prove unfounded). However, afterconsidering several alternatives to my ruling, I have determinedthis is the only way to achieve a result supportable under theevidence." * * *An attorney for shareholders, Ed Weisfelner, told The Wall StreetJournal that his clients "not only are happy, we feel vindicated"by the ruling.The newspaper summarizes the different valuations of the parties: $8 billion -- Creditors' committee, led by Citigroup $9 billion -- Company $13 billion++ -- shareholder groupDavid Thompson, a Mirant spokesman, told Bloomberg News that thecompany "will make the modifications required by the judge asthoroughly, impartially and rapidly as possible."Headquartered in Atlanta, Georgia, Mirant Corporation --http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean,and the Philippines. Mirant owns or leases more than 18,000megawatts of electric generating capacity globally. MirantCorporation filed for chapter 11 protection on July 14, 2003(Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White &Case LLP, represents the Debtors in their restructuring efforts.When the Debtors filed for protection from their creditors, theylisted $20,574,000,000 in assets and $11,401,000,000 in debts.(Mirant Bankruptcy News, Issue No. 69; Bankruptcy Creditors'Service, Inc., 215/945-7000)MIRANT CORP: Request for Third-Party Tolling Agreements Draws Fire------------------------------------------------------------------Troutman Sanders LLP assails Mirant Corporation and its debtor-affiliates' request to enter into third-party tolling agreements.As reported in the Troubled Company Reporter on June 13, 2005,many of the Debtors' claims and causes of action may have arisenin respect of various non-Debtor third parties. Pursuant toSections 108, 546(a) and 549(d) of the Bankruptcy Code, thestatutes of limitation for those actions will expire on July 14,2005.Michelle C. Campbell, Esq., at White & Case LLP, in Miami,Florida, relates that the Debtors have undertaken significant anddetailed analysis of claims against: -- The Southern Company; -- Potomac Electric Power Company; and -- other potential defendants, including preference defendants, potential recipients of fraudulent conveyances, and obligations that may be avoided under applicable law. (a) to toll, suspend, and extend the applicable statutes of limitation periods until the later of: (1) the first business day that is one year after the date an order approving the Motion is entered; and (2) the date on which the limitations period that is applicable to the specific claim or cause of action expires; (b) for authority to enter into tolling agreements with third parties, in the Debtors' reasonable business judgment, without further and specific Court approval; and (c) for an order confirming that the Debtors may utilize Section 502(b)(1) and (d) as a defensive matter in claims litigation, even with respect to objections to claims that are not filed or resolved prior to the expiration of the Avoidance Deadline, or are not resolved by that date.Troutman says the request is improper.Frank Hill, Esq., at Hill Gilstrap, P.C., in Fort Worth, Texas,tells the Court that the request was made as to unidentifiedthird parties, unstated claims and without any particularizedshowing that the doctrines of waiver, equitable tolling orequitable estoppel apply to anyone whose rights might potentiallybe affected. Thus, Troutman reserves the right to assert allappropriate affirmative defenses, including time-based defenses,if the occasion arises to assert them.Mr. Hill points out that the Debtors are suggesting a "tollingagreement cram-down" that would deprive Troutman of its right todue process of law by bypassing any factual or legal showing tojustify waiver, equitable estoppel or equitable tolling asapplied to Troutman. "There is no judicial authority for such awholesale, burden of proof side-stepping limitations extensionprocess."Mr. Hill adds that the cases cited by the Debtors "do not supportturning adversary proceeding rules on their head to strip awaydefenses before the claims to which they might potentially relateare meaningfully identified and the affected third parties cancontest the 'equities' of limitations tolling as applied to eachof them."Mr. Hill notes that cases brought under Section 546(a) of theBankruptcy Code do not support the Debtors' argument that thetime limit for exercise of Chapter 5 avoidance power can beextended on a wholesale basis. Moreover, because they are notSection 108 cases, they are not even relevant to the time limitfor nonbankruptcy claims. "The case does not stand for theproposition that unnamed potential defendants respectingunidentified potential claims can be subjected to wholesale, pre-suit extension of the Section 546(a) limitation period, orindeed, that an extension of the time limit even for a singleclaim can occur without disclosure that is adequate to produce aknowing waiver or estoppel."Troutman, according to Mr. Hill, has found no authority for theDebtors' approach, which: -- sidesteps proof of waiver or fraud; -- strips third parties of any ability to address particularized allegations supporting a time extension as applied to them; and -- threatens to put the lie to the principle that one who seeks equity must do equity.Mr. Hill argues that the Debtors' wholesale limitation extensionmotion is unconstitutional, unsupportable under the BankruptcyCode and inequitable.Troutman Sanders therefore asks the Court to sustain the firm'sobjection. NSTAR Gas Company, et al. Wants Request DeniedAccording to Joseph A. Friedman, Esq., at Kane, Russell, Coleman& Logan, P.C., in Dallas, Texas, Sections 108, 546, and 549(d) ofthe Bankruptcy Code set forth the legislatively determined timeby which a debtor must bring certain causes of action againstthird parties or forever hold its peace. "These statutes oflimitations represent a legislative determination as to theappropriate balance between a debtor's right to assert claims anda creditor's right as to certainty that after a particular timeperiod a potential claim lapses. The Court cannot re-write thestatute for the convenience of the Debtors."The Debtors' arguments based on Rule 9006 of the Federal Rules ofBankruptcy Procedure are misplaced, Mr. Friedman adds. "WhileBankruptcy Rule 9006(a) makes reference to "any applicablestatute" in connection with the calculation of time periodsprescribed or allowed under the Bankruptcy Code, Bankruptcy Rule9006(b) does not reference any power to expand statutorydeadlines. Instead, Bankruptcy Rule 9006(b), only authorizes thecourt to expand time limits under "these [Rules of BankruptcyProcedure] or by notice given thereunder, or by order of thecourt."With respect to the Debtors' request for determination that theirrights under Section 502(b)(1) and (d) survive the expiration ofapplicable statutes of limitations is also flawed, Mr. Friedmancontends.Mr. Friedman explains that Sections 108, 546 and 549(d), by theirexpress terms, preclude commencement of a lawsuit or action forrecovery or avoidance, after the passage of an applicable timeperiod. "If the applicable time period has passed, then thecause of action that would form the basis of an objection to theclaim does not survive, and hence, neither does the basis for theobjection."Thus, NSTAR Gas Company, Cambridge Electric Light Company,Commonwealth Electric Light Company, Boston Edison Company andNSTAR Steam Corporation ask the Court to deny the Debtors'request as it relates to the extension of the statutes oflimitations as to third parties that do not voluntarily signtolling agreements.Headquartered in Atlanta, Georgia, Mirant Corporation --http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean,and the Philippines. Mirant owns or leases more than 18,000megawatts of electric generating capacity globally. MirantCorporation filed for chapter 11 protection on July 14, 2003(Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White &Case LLP, represents the Debtors in their restructuring efforts.When the Debtors filed for protection from their creditors, theylisted $20,574,000,000 in assets and $11,401,000,000 in debts.(Mirant Bankruptcy News, Issue No. 69; Bankruptcy Creditors'Service, Inc., 215/945-7000)MIRANT CORP: Gets Court OK to Allow Dick's $11.5M Unsecured Claim-----------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Texasapproves the settlement agreement between Mirant Corporation andits debtor-affiliates and Dick Corporation allowing Dick'sunsecured claim in Mirant Kendall LLC's bankruptcy case for$11.5 million.Other salient terms of the Settlement Agreement are: (a) Interest will accrue on Dick Corp.'s allowed secured claim from February 1, 2005, to the Effective Date at the Prime Rate plus 3%; (b) All interest accrued on Dick Corp.'s allowed secured claim prior to the Effective Date will be paid in cash to Dick Corp. on the Effective Date; (c) Upon the Distribution Date, Mirant Kendall and MAGi will satisfy Dick Corp.'s allowed secured claim in the form of consideration to be provided to MAGi's general unsecured creditors under the Plan. If the Reorganization Consideration is delivered to Dick Corp. after the Effective Date, Mirant will pay Dick Corp. interest on the allowed secured claim from the Effective Date to the date of delivery of the Reorganization Consideration monthly in cash at the Prime Rate plus 3%; (d) Dick Corp. may choose to sell the Reorganization Consideration. If Dick Corp. receives in the sale cash amounting to less than the unpaid balance of its allowed secured claim, Mirant will pay to Dick Corp. in cash the difference between the unpaid balance of the allowed secured claim for which Reorganization Consideration was issued and the cash received by Dick Corp. on the disposition of the Reorganization Consideration; (e) If the Effective Date does not occur before December 31, 2005, Mirant Kendall will commence amortizing Dick Corp.'s allowed secured claim in equal quarterly installments commencing March 30, 2006, and with the final installment of all remaining sums to be paid on December 31, 2008. Installment payments will terminate on the distribution of the Reorganization Consideration. Mirant Kendall will pay interest monthly in cash at a rate equal the Prime Rate plus 3% on the unpaid portion of the allowed secured claim until the final installment is made or Mirant distributes the Reorganization Consideration in the amount of the remaining balance of Dick Corp.'s allowed secured claim; (f) Any distribution of Reorganization Consideration will be reduced accordingly by installment payments; (g) Dick Corp.'s Mechanic's Lien will be discharged on the issuance of the Reorganization Consideration or on payment of the final installment, whichever comes first; (h) Prior to the Distribution Date and as a condition precedent to the payment of Dick Corp.'s allowed secured claim, all of the Liens and Claims will be satisfied in full and dissolved, or Dick Corp. will obtain a Bond and provide all notices required by law to dissolve the Liens; and (i) Mirant will cooperate with Dick in seeking to address certain subcontractors' claims as well as Dick Corp.'s claims and defenses in any litigation involving Dick Corp.'s subcontractors and suppliers on the Cambridge Project including, Harding & Smith, St. Paul, and Delta Engineers.Headquartered in Atlanta, Georgia, Mirant Corporation --http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean,and the Philippines. Mirant owns or leases more than 18,000megawatts of electric generating capacity globally. MirantCorporation filed for chapter 11 protection on July 14, 2003(Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White &Case LLP, represents the Debtors in their restructuring efforts.When the Debtors filed for protection from their creditors, theylisted $20,574,000,000 in assets and $11,401,000,000 in debts.(Mirant Bankruptcy News, Issue No. 69; Bankruptcy Creditors'Service, Inc., 215/945-7000)NEIGHBORCARE INC: Returns to Negotiating Table with Omnicare------------------------------------------------------------Omnicare, Inc. (NYSE: OCR) and NeighborCare, Inc. (Nasdaq: NCRX)are back in negotiations regarding the proposed acquisition byOmnicare of all of the outstanding shares of NeighborCare commonstock for $34.75 per share in cash. The purchase price total$1.57 billion. There is no assurance that a definitive agreementwill be concluded.As reported in the Troubled Company Reporter on June 29, 2005,NeighborCare's board of directors unanimously recommended thatNeighborCare shareholders: (1) reject Omnicare's offer of $32 per share for all of NeighborCare's common stock, (2) not tender their shares, and (3) withdraw any shares that they may have previously tendered.The Board's recommendation is based on its belief that: (a) the revised offer is inadequate and does not provide NeighborCare shareholders with the value they deserve; (b) NeighborCare's growth as well as its automation, technology and cost-cutting initiatives have added significant value to the Company since the original offer; (c) NeighborCare's stock has traded above the revised offer price since Omnicare's announcement of its revised offer, demonstrating that NeighborCare shareholders believe that NeighborCare shares are worth more than the revised offer price. In addition, Omnicare's stock has traded up substantially on its announcement, suggesting that its shareholders expect to benefit from value that NeighborCare's Board believes rightfully belongs to NeighborCare's shareholders; and (d) in light of the synergies that would be created and the benefits to Omnicare of a combination of these two companies, Omnicare is able to pay significantly in excess of the revised offer price. Omnicare Tender OfferOn May 24, 2004, Omnicare announced its intention to purchase allof the outstanding shares of the Company's common stock for $30per share in cash. On May 25, 2004, the Company's Board ofDirectors unanimously rejected the proposal.On June 3, 2004, Omnicare announced its intention to commence atender offer to purchase all of the outstanding shares of ourcommon stock for $30 per share in cash. The tender offer formallycommenced on June 4, 2004 and was originally stated to expire onJuly 7, 2004 but has been subsequently extended, most recently toJune 3, 2005.On June 14, 2004, the Company's Board of Directors unanimouslyrecommended that shareholders reject the tender offer and nottender shares pursuant to the offer. On December 23, 2004,Omnicare, Inc. nominated three directors to the Company's eightmember Board of Directors.On June 3, 2005, Omnicare extended its offer for all of theoutstanding shares of the Company's common stock for $30.00 pershare in cash. The offer, which was to have expired on Friday,June 3, 2005 at 5:00 p.m., New York City time, was extended until5:00 p.m., New York City time, on June 30, 2005, unless furtherextended.As of the close of business on June 3, 2005, a total of 9,977,499shares of NeighborCare common stock had been tendered. Thisrepresents approximately 22.6% of NeighborCare's outstandingshares (or approximately 22.0% of NeighborCare's outstandingshares, calculated on a fully diluted basis).On June 16, 2005, Omnicare, Inc. (NYSE: OCR) increased its tenderoffer to purchase all of the outstanding common stock ofNeighborCare to $32.00 per share in cash for a total transactionvalue of approximately $1.7 billion, which includes the assumptionof NeighborCare's net debt. The revised tender offer is scheduledto expire at 5:00 p.m., New York City time, on Thursday, June 30,2005, unless extended.Omnicare, Inc. (NYSE: OCR), a Fortune 500 company based inCovington, Kentucky, is a leading provider of pharmaceutical carefor the elderly. Omnicare serves residents in long-term carefacilities comprising approximately 1,090,000 beds in 47 states inthe United States and in Canada, making it the largest U.S.provider of professional pharmacy, related consulting and datamanagement services for skilled nursing, assisted living and otherinstitutional healthcare providers. Omnicare also providesclinical research services for the pharmaceutical andbiotechnology industries in 30 countries worldwide.NeighborCare, Inc. (Nasdaq: NCRX) -- http://www.neighborcare.com/-- is one of the nation's leading institutional pharmacy providersserving long term care and skilled nursing facilities, specialtyhospitals, assisted and independent living communities, and otherassorted group settings. NeighborCare also provides infusiontherapy services, home medical equipment, respiratory therapyservices, community-based retail pharmacies and group purchasing.In total, NeighborCare's operations span the nation, providingpharmaceutical services in 34 states and the District of Columbia. * * *As reported in the Troubled Company Reporter on June 13, 2005,Moody's Investors Service placed the ratings of NeighborCare, Inc.(senior implied at Ba2) under review for possible downgrade.The rating actions are based on concerns that: (1) the company has not met expected cash flow targets since the spin-off of its nursing home operations because of competitive and reimbursement pressures; (2) liquidity has been constrained by higher than expected capital and acquisition spending; (3) the immediate reimbursement environment has become more risky, due largely to pressures on Medicaid; and (4) there is significant uncertainty around reimbursement associated with new legislation under Medicare Part D.Since late 2003, when Moody's upgraded the company's debt ratingsfollowing the spin-off of its nursing home operations,NeighborCare (formerly Genesis Health Ventures) has not performedto Moody's expectations. Medicaid reimbursement pressures andpricing competition have been the key factors driving weakerperformance.In addition, a take-over bid by Omnicare -- which was launchedless than one year following the spin-off -- may have made it moredifficult to attract new business. Moody's does not anticipatethat Omnicare will proceed with a transaction until after June 16,2005, assuming the company receives FTC approval based on publicdisclosures made by Omnicare. Moody's understands thatNeighborCare is not interested in the current tender price of $30per share.OMEGA HEALTHCARE: Sells Four Facilities for $17.4 Million---------------------------------------------------------Omega Healthcare Investors, Inc. (NYSE:OHI) disclosed the sale offour skilled nursing facilities to subsidiaries of AldenManagement Services, Inc., who previously leased the facilitiesfrom the Company. All four facilities are located in Illinois.The sales price for the 868 beds totaled approximately$17.4 million. Omega received net cash proceeds of approximately$12.7 million plus a secured promissory note of approximately$5.4 million. The sale resulted in a non-cash accounting loss toOmega of approximately $4.2 million.On June 23, 2005, a $1 million deposit related to an agreement tosell a SNF in Florida was received into escrow on the Company'sbehalf. The purchase price of the facility is $14.5 million. Theclosing is scheduled on or before Sept. 30, 2005, by which closingdate additional deposits are required. The due diligence periodhas expired and the deposits are not refundable unless the Companybreaches its obligations under the purchase agreement. AtJune 30, 2005, the net book value of the facility wasapproximately $8.2 million.Omega Healthcare Investors, Inc. (NYSE:OHI) is a Real EstateInvestment Trust investing in and providing financing to the long-term care industry. At March 31, 2005, the Company owned or heldmortgages on 213 skilled nursing and assisted living facilitieswith approximately 21,921 beds located in 28 states and operatedby 39 third-party healthcare operating companies. * * *Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014carry Moody's Investors Service's B1 rating, Standard & Poor's BB-rating and Fitch's BB- rating.OMEGA HEALTHCARE: Closes on $59.2 Million in New Investments------------------------------------------------------------Omega Healthcare Investors, Inc. (NYSE:OHI) closed onapproximately $59.2 million of new investments with two existingoperators.The Company disclosed the closing of the purchase of two skillednursing facilities on June 1, 2005, for a total investment ofapproximately $10.2 million. Both facilities, totaling 440 beds,are located in Texas. The facilities have been consolidated intoa master lease with an existing operator, Senior ManagementServices, Inc., with annualized rent increasing by approximately$1.1 million, with annual escalators. The term of the existingmaster lease was extended to ten years and runs through May 31,2015, followed by two renewal options of ten-years each.The Company also disclosed the purchase on June 28, 2005, of fiveSNFs located in Ohio (3) and Pennsylvania (2), totaling 911 beds.The investment, excluding working capital, totaled approximately$49 million. The facilities will be operated by subsidiaries ofCommuniCare Health Services, Inc., a current Omega lessee, withthe five facilities consolidated into an existing master lease.The term of the master lease was extended to ten years to June 30,2015, with two nine year renewal options. The annualized increasein rent under the master lease totals $5.1 million and containsannual escalators."We are very pleased to expand our business relationship withquality regional operators like Senior Management and CommuniCare.Both management teams deliver high quality patient care and havedemonstrated a detailed understanding of their local markets,"said Taylor Pickett, President and CEO of Omega.Omega Healthcare Investors, Inc. (NYSE:OHI) is a Real EstateInvestment Trust investing in and providing financing to the long-term care industry. At March 31, 2005, the Company owned or heldmortgages on 213 skilled nursing and assisted living facilitieswith approximately 21,921 beds located in 28 states and operatedby 39 third-party healthcare operating companies. * * *Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014carry Moody's Investors Service's B1 rating, Standard & Poor's BB-rating and Fitch's BB- rating.OMNICARE INC: Increases Offer to Buy NeighborCare for $1.57 Bil.----------------------------------------------------------------Omnicare, Inc. (NYSE: OCR) and NeighborCare, Inc. (Nasdaq: NCRX)are back in negotiations regarding the proposed acquisition byOmnicare of all of the outstanding shares of NeighborCare commonstock for $34.75 per share in cash. The purchase price total$1.57 billion. There is no assurance that a definitive agreementwill be concluded. Omnicare Tender OfferOn May 24, 2004, Omnicare announced its intention to purchase allof the outstanding shares of the Company's common stock for $30per share in cash. On May 25, 2004, the Company's Board ofDirectors unanimously rejected the proposal.On June 3, 2004, Omnicare announced its intention to commence atender offer to purchase all of the outstanding shares of ourcommon stock for $30 per share in cash. The tender offer formallycommenced on June 4, 2004 and was originally stated to expire onJuly 7, 2004 but has been subsequently extended, most recently toJune 3, 2005.On June 14, 2004, the Company's Board of Directors unanimouslyrecommended that shareholders reject the tender offer and nottender shares pursuant to the offer. On December 23, 2004,Omnicare, Inc. nominated three directors to the Company's eightmember Board of Directors.On June 3, 2005, Omnicare extended its offer for all of theoutstanding shares of the Company's common stock for $30.00 pershare in cash. The offer, which was to have expired on Friday,June 3, 2005 at 5:00 p.m., New York City time, was extended until5:00 p.m., New York City time, on June 30, 2005, unless furtherextended.As of the close of business on June 3, 2005, a total of 9,977,499shares of NeighborCare common stock had been tendered. Thisrepresents approximately 22.6% of NeighborCare's outstandingshares (or approximately 22.0% of NeighborCare's outstandingshares, calculated on a fully diluted basis).On June 16, 2005, Omnicare, Inc. (NYSE: OCR) increased its tenderoffer to purchase all of the outstanding common stock ofNeighborCare to $32.00 per share in cash for a total transactionvalue of approximately $1.7 billion, which includes the assumptionof NeighborCare's net debt. The revised tender offer is scheduledto expire at 5:00 p.m., New York City time, on Thursday, June 30,2005, unless extended. Previous Board RecommendationAs reported in the Troubled Company Reporter on June 29, 2005,NeighborCare's board of directors unanimously recommended thatNeighborCare shareholders: (1) reject Omnicare's offer of $32 per share for all of NeighborCare's common stock, (2) not tender their shares, and (3) withdraw any shares that they may have previously tendered.The Board's recommendation is based on its belief that: (a) the revised offer is inadequate and does not provide NeighborCare shareholders with the value they deserve; (b) NeighborCare's growth as well as its automation, technology and cost-cutting initiatives have added significant value to the Company since the original offer; (c) NeighborCare's stock has traded above the revised offer price since Omnicare's announcement of its revised offer, demonstrating that NeighborCare shareholders believe that NeighborCare shares are worth more than the revised offer price. In addition, Omnicare's stock has traded up substantially on its announcement, suggesting that its shareholders expect to benefit from value that NeighborCare's Board believes rightfully belongs to NeighborCare's shareholders; and (d) in light of the synergies that would be created and the benefits to Omnicare of a combination of these two companies, Omnicare is able to pay significantly in excess of the revised offer price.NeighborCare, Inc. (Nasdaq: NCRX) -- http://www.neighborcare.com/-- is one of the nation's leading institutional pharmacy providersserving long term care and skilled nursing facilities, specialtyhospitals, assisted and independent living communities, and otherassorted group settings. NeighborCare also provides infusiontherapy services, home medical equipment, respiratory therapyservices, community-based retail pharmacies and group purchasing.In total, NeighborCare's operations span the nation, providingpharmaceutical services in 34 states and the District of Columbia.Omnicare, Inc. (NYSE: OCR), a Fortune 500 company based inCovington, Kentucky, is a leading provider of pharmaceutical carefor the elderly. Omnicare serves residents in long-term carefacilities comprising approximately 1,090,000 beds in 47 states inthe United States and in Canada, making it the largest U.S.provider of professional pharmacy, related consulting and datamanagement services for skilled nursing, assisted living and otherinstitutional healthcare providers. Omnicare also providesclinical research services for the pharmaceutical andbiotechnology industries in 30 countries worldwide. * * *As reported in the Troubled Company Reporter on May 23, 2005,Moody's Investors Service changed the rating outlook for Omnicare,Inc., to negative from stable. At the same time, Moody's assigneda Ba3 rating to Omnicare Capital Trust II's approximately$334 million in new Trust Preferred Income Equity RedeemableSecurities.OMNICARE INC: Moody's Reviews $750 Million Facilities' Ba1 Rating-----------------------------------------------------------------Moody's Investors Service placed the ratings of Omnicare, Inc.(Ba1 corporate family rating, formerly senior implied rating),under review for possible downgrade following the jointannouncement by Omnicare and NeighborCare, which stated that thecompanies are in negotiations regarding the proposed acquisitionby Omnicare of NeighborCare for $34.75 per share.In addition, Omnicare has announced the acquisition ofRxCrossroads, a specialty pharmaceutical distributor for $235million.NeighborCare's debt ratings remain under review for possibledowngrade.The rating review for possible downgrade of Omnicare's debt isprompted by: (1) an increased likelihood that Omnicare will reach a definitive agreement to acquire NeighborCare; (2) higher financial risk and likelihood of leverage in light of Omnicare's higher offer and the RxCrossroads transaction; (3) uncertainty associated with the transition to a new reimbursement system for a large portion of both Omnicare's and NeighborCare's patients and ongoing competitive pricing pressures; and (4) concerns regarding the company's appetite for multiple acquisitions, including those outside of current business lines.Moody's ratings reviews will consider: (1) Omnicare's plans for financing both transactions; (2) cash flow expectations for the combined company including any potential cost-savings and plans for deleveraging; (3) overall effects of this transaction on the combined company's liquidity profile; (4) whether NeighborCare's debt will remain part of the combined company's capital structure; and (5) the benefits of entering the specialty distribution space, which remains outside of management's current expertise.Ratings placed under review for possible downgrade:Omnicare Inc.: * Ba1 corporate family rating * Ba1 issuer rating * Ba1 $750 million senior unsecured bank credit facilities * Ba2 $625 million senior subordinated notes * SGL-1 speculative grade liquidity ratingOmnicare Capital Trust II: * Ba3 $334 million new convertible trust preferred securities, due 2033Omnicare Capital Trust I: * Ba3 $11 million convertible trust preferred securities, due 2033.Ratings remaining under review for possible downgrade:NeighborCare, Inc. (formerly Genesis Health Ventures): * Ba1 $100 million secured bank revolver * Ba3 $250 million senior subordinated notes * Ba2 corporate family rating * Ba3 issuer ratingOmnicare, Inc, based in Covington, Kentucky, is the nation'slargest provider of professional pharmacy, related consulting anddata management services for long-term care, assisted living andother institutional health care providers.NeighborCare, Inc, based in Baltimore, Maryland, is one of thenation's largest providers of institutional pharmacy services andserves approximately 300,000 institutional beds in long-term caresettings.ONE EQUITY: Case Summary & 20 Largest Unsecured Creditors---------------------------------------------------------Debtor: One Equity, LLC 412 East Sixth Avenue Altoona, Pennsylvania 16602Bankruptcy Case No.: 05-71491Chapter 11 Petition Date: July 5, 2005Court: Western District of Pennsylvania (Johnstown)Debtor's Counsel: Terry L. Graffius, Esq. Leventry & Haschak, LLC 1397 Eisenhower Boulevard Richland Square III, Suite 202 Johnstown, Pennsylvania 15904 Tel: (814) 266-1799Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Sovereign Bank Value of security: $269,9622790 West College Avenue, $1,400,000Suite 800State College, PA 16801Blair County Tax Claim Property taxes $21,467Bureau423 Allegheny Street,Suite 143Hollidaysburg PA 16648-2022New Enterprise Stone & Judgement Creditor $7,000Lime Co.P.O. Box 77New Enterprise, PA 16664Mike Ventre Contractor $6,059813 Ventre RoadAltoona, PA 16602DeGol Building materials $5,693RR 7, Box 553Altoona, PA 16601Mincin Insulation Service Insulation $4,47529 Flora RoadPittsburgh, PA 15227PEGASUS SATELLITE: Trust Wants Cash Investment Requirements Waived------------------------------------------------------------------Pegasus Satellite Communications, Inc., its debtor-affiliates andthe Liquidating Trustee of the PSC Liquidating Trust ask the U.S.Bankruptcy Court for the District of Maine to waive the investmentand deposit requirements of Section 345(b) of the Bankruptcy Codewith respect to the PSC Liquidating Trust.The Debtors' First Amended Joint Plan of Reorganization providedfor the transfer of the Debtors' assets into the PSC LiquidatingTrust which is charged with resolving claims and makingdistributions on the Debtors' account. The Liquidating Trusteewill distribute at least annually all Liquidating Trust AvailableCash on hand and permitted investments, except those amountsnecessary to maintain the Reserves established by the terms of thePlan.The Liquidating Trustee is contemplating the transfer of$90,000,000 in Liquidating Trust Assets from the Debtors' existingmoney market accounts to a newly established money market accountwith BancorpSouth, Inc. BancorpSouth is a $10.8 billion-assetbank holding company operating 250 banking and mortgage locationsin Alabama, Arkansas, Louisiana, Mississippi, Tennessee and Texas.Pursuant to Section 345(b) of the Bankruptcy Code, any deposit orother investment made by a debtor must be secured by a bond infavor of the United States or by the deposit of securities of thekind specified in Section 9303 of Title 31 of the United StatesCode. The purpose of this statute is to guarantee that estatefunds are invested prudently by the trustee or debtor-in-possession. It requires the obtaining of a bond or other securityfor all deposits with FDIC-insured banks to the extent that thefunds maintained with any given bank exceed the FDIC-insured limitof $100,000.John P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &Haley, LLP, in Portland, Maine, asserts that requiring theLiquidating Trustee to follow the requirements of Section 345(b)would needlessly handcuff the Liquidating Trustee, whose charge isto maximize the value of the Liquidating Trust Assets. Due to thesignificant value of the Liquidating Trust Assets, Mr. McVeighpoints out that the Liquidating Trustee would be unable to movefunds to more profitable investments if required to strictlyadhere to the bonding requirements of Section 345(b)."In fact, the Liquidating Trustee has been advised byBancorpSouth that the requirements of section 345(b) wouldsignificantly increase costs with respect to the LiquidatingTrust Account and result in lesser rates of return to theLiquidating Trust," Mr. McVeigh argues. "The handcuffing bysection 345(b) will assuredly result in a smaller recovery for theunsecured creditors who hold interests in the Liquidating Trust."Mr. McVeigh maintains that the Liquidating Trust's investmentactivities are made in accordance with the Liquidating TrustAgreement.Furthermore, Mr. McVeigh assures the Court that the LiquidatingTrust's bank accounts will be maintained with financially soundfinancial institutions.Headquartered in Bala Cynwyd, Pennsylvania, Pegasus SatelliteCommunications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS)television. The Company, along with its affiliates, filed forchapter 11 protection (Bankr. D. Maine Case No. 04-20889) onJune 2, 2004. Larry J. Nyhan, Esq., James F. Conlan, Esq., andPaul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, andLeonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,Shur, Sawyer & Nelson, represent the Debtors in theirrestructuring efforts. When the Debtors filed for protection fromtheir creditors, they listed $1,762,883,000 in assets and$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, IssueNo. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)PEGASUS SATELLITE: Ct. Denies KB Prime's Motion to Compel Decision------------------------------------------------------------------KB Prime Media LLC is in the business of applying for constructionpermits for new television broadcast stations to operate invarious markets pursuant to necessary Federal CommunicationsCommission licenses, permits and authorizations. To fund KB'sbusiness operations in compliance with applicable FCC rules andregulations, a financial arrangement was reached between KB andothers and Pegasus Satellite Communications, Inc.The financial arrangement operated this way: a. An individual by the name of W.W. Keen Butcher and an individual by the name of Guyon W. Turner (interest holders of KB) would borrow money from Wachovia Bank. To evidence their obligations to repay the loans made to them by Wachovia, Messrs. Butcher and Turner executed promissory notes payable to the order of Wachovia: $8,500,000 -- the Butcher Note $250,000 -- the Turner Note b. Messrs. Butcher and Turner would loan the proceeds of the loans they obtained from Wachovia to KB in return for which KB became obligated to repay those loans to Messrs. Butcher and Turner. KB would use the proceeds of the Notes in connection with the development of broadcast television stations. c. In order for Messrs. Butcher and Turner to obtain those loans, Pegasus agreed to pledge with Wachovia a sum equal to 105% over the amount of funds loaned by Wachovia to Messrs. Butcher and Turner. Thus, Wachovia was always fully secured in an amount of 105% of the combined outstanding obligations of Turner and Butcher to Wachovia.Pegasus and the KB Parties entered into an Option Agreement tomemorialize their financial arrangement.Under the Option Agreement, KB granted Pegasus an exclusiveirrevocable option to purchase: (i) all the membership interestsof KB and (ii) all or that part of the assets of KB, along withthe assumption of all current liabilities of KB relating thereto,that are used or useful in connection with the construction andoperation of television stations in specific geographic locations.Upon payment of the Option Price, Pegasus may exercise the optionat any time, provided that the exercise is consistent with therules, regulations and policies of the FCC.The Option Agreement was amended four times.The intent of the parties to the Option Agreement was that, uponthe exercise of an option to purchase a broadcast televisionstation, Pegasus would pay KB the Option Price, which would be anamount sufficient to cover the costs associated with thedevelopment of the broadcast station to be sold, indirect expensesof KB, and interest expenses, while providing a net profit to KB.The parties' financial arrangement worked well for years untilPegasus filed for bankruptcy.There are presently are six television stations that KB is invarious stages of developing under the terms of the OptionAgreement. The six broadcast television stations, applications orlicenses, as applicable and the estimated Option Price as ofJune 30, 2005, are: Estimated Option Price Broadcast License Location As of June 30, 2005 -------------------------- ---------------------- WSWB-TV, Scranton, Pennsylvania $2,195,785 Channel 24, Tallahassee, Florida 3,666,050 Hammond, Louisiana Construction Permit 1,588,099 Tupelo, Mississippi 114,369 Gainesville, Florida 97,714 WPME-TV, Lewiston, Maine 3,970,118 ----------- Total $11,640,465On April 13, 2005, Pegasus asked the U.S. Bankruptcy Court for theDistrict of Maine for authority to assume or assume and assign theOption Agreement and certain other executory contracts between KBand Pegasus, as well as literally hundreds of contracts and leasesbetween Pegasus and other parties.Randy J. Creswell, Esq., at Perkins, Thompson, Hinckley &Keddy, P.A., in Portland, Maine, notes that while the AssumptionMotion appears to request authorization to assume the Contracts,Pegasus may intend the Assumption Motion to serve more of a"placeholder" function to buy more time for Pegasus and aprospective Purchaser to decide which of the hundreds of listedexecutory contracts and unexpired leases to assume or reject.For example, Mr. Creswell notes the KB Lewiston and KB ScrantonAgreements were already the subject of the Assumption Motion whenPegasus filed the separate, subsequent Lewiston/ScrantonAssumption Motion. "This duplication lends credence to thepossibility that the Assumption Motion may have merely beenintended as a placeholder that Pegasus may seek to postpone fromtime to time as it determines what to do with the hundreds ofcontracts and leases listed."Accordingly, KB asks the Court to compel Pegasus to decide nowwhether to assume or reject the Contracts."A prompt decision either way is essential to KB because, ifPegasus does not intend to assume the Contracts and to purchasethe broadcast television stations . . ., there will be no saleproceeds generated with which to pay the Notes when they come duein April 2006. KB wants to ensure that Pegasus promptlyprosecutes the Assumption Motion rather than using it to obtain anopen-ended extension of time within which to make a decision. IfPegasus does not intend to assume the Contracts, KB must knowimmediately so that it can market the broadcast stations to otherbuyers in an effort to sell the stations, and generate sufficientproceeds to repay the Notes prior to their April 2006 due date." Debtors and Liquidating Trustee RespondJohn P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &Haley, LLP, in Portland, Maine, tells Judge Haines that theReorganized Debtors and the Liquidating Trustee of The PSCLiquidating Trust intend to assume eight KB contracts and leasesthat have not previously been assumed: Contract Cure Amount -------- ----------- Lease Agreement (WPME) $0 Time Brokerage Agreement (WPME) 1,404 Joint Sales Agreement (WTLF-DT) 722 Lease Agreement (WOLF) 0 Lease and Admin Services Agreement (WTLF-DT) 0 Time Brokerage Agreement (WSWB) 1,238 Asset Purchase Agreement (Hammond) 0 Option Agreement 0To the extent that KB seeks an order directing assumption orrejection immediately, Mr. McVeigh tells Judge Haines, that reliefis not required. * * *Judge Haines denies KB Prime's Cross Motion and allows theDebtors' assumption of the eight KB Contracts.At the closing of the sale of the Hammond Purchase Agreement, theReorganized Debtors are authorized to satisfy a portion of thepurchase price to be paid to KB Prime Media LLC by crediting andsetting off the Net Sale Proceeds against the Wachovia Loans owedby W.W. Keen Butcher and Guyan Turner. The Court directs KB,Messrs. Butcher and Turner to accept that credit and set-off inpartial satisfaction of the purchase price due under the HammondPurchase Agreement.In the event the Reorganized Debtors seek to exercise an option topurchase any assets pursuant to the Option Agreement, at the timeof the closing of the asset purchase agreement relating to thatpurchase: (a) the Reorganized Debtors, or its assignee if that asset purchase agreement has been assigned, are authorized to satisfy a portion of the purchase price to be paid to KB Prime by crediting and setting-off the Net Sale Proceeds against the Wachovia Loans owed by Messrs. Butcher and Turner; and (b) KB Prime, Messrs. Butcher and Turner are ordered and directed to accept that credit and set-off in partial satisfaction of the purchase price due under any asset purchase agreement.Headquartered in Bala Cynwyd, Pennsylvania, Pegasus SatelliteCommunications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS)television. The Company, along with its affiliates, filed forchapter 11 protection (Bankr. D. Maine Case No. 04-20889) onJune 2, 2004. Larry J. Nyhan, Esq., James F. Conlan, Esq., andPaul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, andLeonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,Shur, Sawyer & Nelson, represent the Debtors in theirrestructuring efforts. When the Debtors filed for protection fromtheir creditors, they listed $1,762,883,000 in assets and$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, IssueNo. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)PILLOWTEX CORP: Wants Court Nod on Wellman Settlement Documents---------------------------------------------------------------During the course of ordinary operations, Pillowtex Corporationand its debtor-affiliates bought Polyester Staple from variousmanufacturers, including Wellman, Inc. Pillowtex Corporation and25 other signatory plaintiffs, many of whom are among the largestfirms in the U.S. textile industry, allege that Wellmanparticipated in an unlawful conspiracy to raise, fix, maintain orstabilize the price of Polyester Staple in North America atartificially high levels and allocate markets and customers forthe sale of Polyester Staple.The Signatory Plaintiffs have brought suits against Wellman forviolating Section 1 of the Sherman Act and other law. The DirectActions and several putative class actions to which the Debtorsare putative class members are consolidated in the action titled"In re Polyester Staple Antitrust Litigation."As members of a putative class in the Consolidated Action, theDebtors have entered into settlement negotiations with Wellman.The settlement documents provide for: (a) Wellman's payment of a specified settlement amount to the Signatory Plaintiffs; (b) dismissal of the Signatory Plaintiff's Direct Actions as against Wellman only, with prejudice; (c) the release of Wellman from all claims, demands, actions, suits, and causes of action that could have been asserted in the Consolidated Action; and (d) agreement by the Signatory Plaintiffs and Wellman not to reveal the terms and conditions of the Settlement Agreement.The settling parties also entered into an allocation agreement,which establishes a method of allocating the Settlement Amountamong the Signatory Plaintiffs.By this motion, the Debtors seek the Court's authority to enterinto, perform their obligations under, and to consummate thetransactions contemplated by, the Settlement Documents.According to Gilbert R. Saydah, Esq., at Morris, Nichols, Arsht,& Tunnell, in Wilmington, Delaware, the terms of the SettlementDocuments reflect the considered judgment not only of theDebtors, but also of the 25 other Signatory Plaintiffs.Continued litigation against Wellman would require substantialtime and expense, with no certain outcome. In contrast, theimmediate cash consideration that the Debtors will receive underthe Settlement Documents is of substantial benefit to theirestates. Documents to be Filed Under SealThe Debtors seek Judge Walsh's permission to file the SettlementDocuments under seal for "in camera" review by the Court, and toprovide copies of each of the Settlement Documents to the UnitedStates Trustee and the Official Committee of Unsecured Creditorsin confidence.Mr. Saydah explains that the Settlement Documents to be filedunder seal contain confidential, commercial information. Inaddition, the Signatory Plaintiffs continue to negotiatesettlements with other defendants in the Consolidated Action andother litigation matters, and do not want the terms of theSettlement Documents to jeopardize their negotiating abilities.Headquartered in Dallas, Texas, Pillowtex Corporation --http://www.pillowtex.com/-- sold top-of-the-bed products to virtually every major retailer in the U.S. and Canada. TheCompany filed for Chapter 11 protection on November 14, 2000(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under achapter 11 plan, and filed a second time on July 30, 2003 (Bankr.Del. Case No. 03-12339). The second chapter 11 filing triggeredsales of substantially all of the Company's assets. David G.Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., atMorris Nichols Arsht & Tunnel, represent the Debtors. OnJuly 30, 2003, the Company listed $548,003,000 in assets and$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 81;Bankruptcy Creditors' Service, Inc., 215/945-7000)PLYMOUTH RUBBER: Files for Chapter 11 Protection in Massachusetts----------------------------------------------------------------- Plymouth Rubber Company, Inc., filed a voluntary chapter 11petition in the U.S. Bankruptcy Court for the District ofMassachusetts with its wholly owned subsidiary Brite-LineTechnologies, Inc.The bankruptcy petitions were filed due to the inability ofPlymouth's secured lenders and the Pension Benefit GuarantyCorporation to reach agreement regarding the priorities of theirrespective liens. Provisions within Plymouth's loan agreementsinclude the cross collateralization of all Brite-Line's assets,which has required that Brite-Line also file for protection."Plymouth has decided to take this step proactively to ensure thatit will continue to operate without interruption and maintain fullservice to our thousands of customers worldwide," commentedMaurice Hamilburg, Plymouth's President. "This action willprotect and ensure fair treatment for the Company and allinterested parties while the dispute is resolved and asatisfactory payment plan negotiated.""While we regret the circumstances within our parent company thathave required this action, we remain very optimistic about thefuture of Brite- Line," stated Kevin White, Brite-Line's GM &Chief Operating Officer. "Since becoming a subsidiary ofPlymouth, Brite-Line has consistently achieved both increasedrevenues and profits each year and, apart from our liabilities forPlymouth obligations, we remain financially strong on our own. Weexpect to continue to operate without interruption and to maintainfull service for all of our customers worldwide. We alsoappreciate that this action will ensure fair treatment of all ofthe stakeholders in the company, including our suppliers andemployees, while a satisfactory reorganization plan is negotiatedthrough the court." Cash CollateralPlymouth has arranged, subject to court approval, a cashcollateral funding agreement with LaSalle Bank NA, which willimmediately provide access to approximately $2 million of fundsfor continuing operations.For several months, Plymouth has been negotiating the refinancingof its secured debt, based upon the expected sale of its Canton,Mass., real estate, and a contract has been signed for the saleand leaseback of the property. The Company has also been in long-term discussions with the PBGC regarding the funding of itsDefined Benefit Pension Plan. Although the Plan is underfunded,it has been frozen since 1996, and no new liabilities have sinceaccrued. However, the PBGC's recent disclosure of lienspreviously filed by it against Plymouth's assets, and subsequentlegal disagreement among the secured parties as to their priority,made resolution of this situation impossible without a courtprocess. The Company believes that an agreement between itslenders and the PBGC can now be achieved through the court."We will also continue to carry out our previously announced planto transfer manufacturing from our Canton, MA, plant to ourChinese joint venture and other sources. Plymouth intends to meetits financial obligations, including secured, trade, and pension,as fully as possible within the process of Chapter 11, and toemerge as a stronger and more profitable company," added Mr.Hamilburg.Headquartered in Canton, Massachusetts, Plymouth Rubbermanufactures and distributes plastic and rubber products,including automotive tapes, insulating tapes, and other industrialtapes, mastics and films. Through its Brite-Line Technologiessubsidiary, Plymouth manufactures and supplies highway markingproducts. The Company and its subsidiary filed for chapter 11protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088through 05-16089). Victor Bass, Esq., at Burns & Levinson LLP,represents the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they estimated$1 million to $50 million in assets and debts.PLYMOUTH RUBBER: Case Summary & 40 Largest Unsecured Creditors--------------------------------------------------------------Lead Debtor: Plymouth Rubber Company, Inc. 104 Revere Street Canton, Massachusetts 02021Bankruptcy Case No.: 05-16088Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Brite-Line Technologies, Inc. 05-16089Type of Business: The Debtor manufactures and distributes plastic and rubber products, including automotive tapes, insulating tapes, and other industrial tapes, mastics and films. Through its Brite-Line Technologies subsidiary, Plymouth manufactures and supplies highway marking products.Chapter 11 Petition Date: July 5, 2005Court: District of Massachusetts (Boston)Judge: Joan N. FeeneyDebtors' Counsel: Victor Bass, Esq. Burns & Levinson LLP 125 Summer Street Boston, Massachusetts 02110-1624 Tel: (617) 345-3290 Estimated Assets Estimated Debts ---------------- ---------------Plymouth Rubber $10 Million to $10 Million toCompany, Inc. $50 Million $50 MillionBrite-Line $1 Million to $1 Million toTechnologies, Inc. $10 Million $10 MillionA. Plymouth Rubber Company, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cognis Corporation Trade debt $655,976 5051 Estecreek Drive Cincinnati, OH 45323-1446 Formosa Plastic Corp. Trade debt $430,835 9 Peach Tree Hill Road Livingston, NJ 07039 Velsicol Chemical Corp. Trade debt $298,821 10400 West Higgins Road Suite 600 Rosemont, IL 60018 Bay State Gas Trade debt $246,751 Flynn Petroleum Trade debt $238,298 Payne Engineering & Fab Trade debt $199,962 Co. Town of Canton Trade debt $189,387 NSTAR Trade debt $183,943 Oxxides Inc. Trade debt $180,958 Integrated Polymer Distr. Trade debt $130,058 Crompton Corp. Trade debt $121,831 Dillon Boiler Services Trade debt $121,337 Co., Inc. Callahan Co. Trade debt $116,041 Northland Industrial Trade debt $114,218 Truck Sonoco Products Co. Trade debt $93,646 D&H Transport, Inc. Trade debt $88,521 Trexan Chemical Trade debt $80,950 Borden Chemicals & Trade debt $79,248 Plastics Chem Tech Specialties, Trade debt $78,611 Chemcentral Trade debt $76,976B. Brite-Line Technologies, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ EFI-Polymers Trade debt $250,852 4600 Holly Street Denver, CO 80205 Union Co. Ltd. Trade debt $164,759 UFJ Bank Ltd./Hirakata Branch 18-21, Okahigashi-Machi, Hirakata City Osaka, Japan 573-0032 Burke Industries Trade debt $61,268 2250 South Tenth Street San Jose, CA 95112 Summit Staffing Trade debt $35,339 Neville Chemical Co. Trade debt $33,600 Revelli Chemical, Inc. Trade debt $26,191 Flexolite, Inc. Trade debt $25,600 Prologis-Macquarie U.S. Trade debt $19,911 LLC Fedex Freight West Trade debt $19,653 Signmar Signs & Markings Trade debt $19,085 Business Adv Zytex, Inc. Trade debt $16,589 Deline Box Co. Trade debt $16,496 Environmental Protection Trade debt $15,769 Agency Fedex Freight East Trade debt $12,996 Century Tool Trade debt $12,687 National Starch & Trade debt $12,569 Chemical Loparex, Inc. Trade debt $10,503 Pilgrim Consolidators, Trade debt $10,000 Inc. D&H Transport, Inc. Trade debt $9,857 J.B. Hunt Transport, Inc. Trade debt $9,790RAVEN MOON: Reshuffles Shares to Facilitate Additional Financing----------------------------------------------------------------Raven Moon Entertainment, Inc. (OTCBB:RVNM) reported that it willbe restructuring its stock with a 1,000-to-1 reverse split with aneffective date of July 15, 2005.The share restructuring comes after the Securities and ExchangeCommission approved an SB-2 filing which will give the company theability to receive as much as $3,000,000 in new financing from MGStudios in order to complete the production of 39 GINA D'S KIDSCLUB programs by September 2006.The $3,000,000 from MG Studios is in addition to the $2.65 millionit had given Raven Moon to complete 18 episodes of GINA D'S KIDSCLUB. MG Studios has extended the additional $3,000,000 offinancing to Raven Moon Entertainment based on the company's goodstanding with its payments on the previous $2.65 million infinancing that the company received over a year ago.The board believes the restructuring will allow the company torecapitalize and believes the company is currently undervaluedbased upon a film library of 24 completed half hour episodes, 140produced music videos and licensing rights to toys and charactersseen on the "GINA D'S KIDS CLUB" programs airing every weeknationwide on 155 television stations throughout the U.S.A.Raven Moon Entertainment, Inc., -- http://www.ravenmoon.net/-- develops and produces children's television programs and videos,CD music, and Internet websites focused on the entertainmentindustry. Raven Moon also offers music publishing and talentmanagement.At Mar. 31, 2005, Raven Moon Entertainment, Inc.'s balance sheetshowed a $1,179,971 stockholders' deficit, compared to a $891,563deficit at Dec. 31, 2004.SAKS INC: Completes $622 Mil. Sale of Proffitt's/McRae's to Belk----------------------------------------------------------------Retailer Saks Incorporated (NYSE: SKS) completed the sale ofsubstantially all of the assets directly involved in itsProffitt's/McRae's operations to Belk, Inc., in a cash transactionfor $622 million, plus the assumption of approximately $1 millionin capitalized lease obligations and certain other ordinary courseliabilities associated with the acquired assets. The sale tookeffect midnight on July 2, 2005.The assets include the real and personal property and inventoryassociated with 22 Proffitt's stores and 25 McRae's stores. Belkalso has assumed operating leases on leased store locations. The47 Proffitt's/McRae's stores are located throughout 11Southeastern states and generated revenues of approximately $700million in 2004. After-tax proceeds from the transaction willtotal approximately $600 million."We are pleased to complete the sale of Proffitt's/McRae's toBelk," R. Brad Martin, Chairman and Chief Executive Officer ofSaks Incorporated, said. "As previously announced, we continue toexplore strategic alternatives for our Carson Pirie Scott & Co.northern department store group and Club Libby Lu specialty storebusiness."CPS consists of 143 stores operating under the nameplates ofCarson Pirie Scott, Bergner's, Boston Store, Herberger's, andYounkers. The stores are located throughout 12 Midwestern andGreat Plains states and generated revenues of approximately$2.2 billion in 2004. Club Libby Lu, catering to pre-teen girls,operates 47 stores and 23 in-store shops located within SDSGstores. Club Libby Lu revenues totaled approximately $30 millionin 2004.The Company also operates Parisian, which consists of 38 stores innine states and generated 2004 revenues of approximately$700 million, as well as Saks Fifth Avenue Enterprises, whichconsists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th stores,and saks.com and generated 2004 revenues of approximately$2.7 billion.Goldman, Sachs & Co. and Citigroup Global Markets, Inc. advisedthe Company with the Belk transaction.Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5thstores, and saks.com. The Company also operates its SaksDepartment Store Group (SDSG) with 232 department stores under thenames of Parisian, Proffitt's, McRae's, Younkers, Herberger's,Carson Pirie Scott, Bergner's, and Boston Store and 47 Club LibbyLu specialty stores. On April 29, 2005, the Company announcedthat it had entered into an agreement to sell 22 Proffitt's storesand 25 McRae's stores to Belk, Inc. The Company expects tocomplete the sale on July 5, 2005, subject to various closingconditions. * * *As reported in the Troubled Company Reporter on June 24 2005,Standard & Poor's Ratings Services expects to raise its corporatecredit and senior unsecured debt ratings on Saks Inc. to 'B+' from'CCC+' upon successful completion of a debt tender and consentsolicitation, and maintain those ratings on CreditWatch withdeveloping implications."This decision is a reflection of Saks taking a more proactiveapproach to alleviate a potential acceleration of its debt," saidStandard & Poor's credit analyst Gerald A. Hirschberg. Saksreceived on June 15, 2005, a notice of a filing requirementdefault by a hedge fund that owned more than 25% of the 2%convertible senior notes.SAKS INC: Majority of Noteholders Agree to Amend Indentures----------------------------------------------------------- Retailer Saks Incorporated (NYSE: SKS) disclosed the successfulresults of its tender offers for three issues of its senior notesand the consent solicitations for all of the Company's seniornotes and its convertible senior notes.The Company intends to use a majority of the proceeds from thesale of the Proffitt's/McRae's business to fund the retirement ofsenior notes tendered in the tender offers and consentsolicitations initiated by the Company on June 20, 2005, and opento the holders of approximately $658 million in senior notes.As of July 1, 2005, the Company had received a total of$533 million in tendered senior notes representing a majority ofeach series included in the tender offers. The offers to purchaseadditional senior notes at par under the tender offers have beenextended to July 18, 2005. Tenders of senior notes delivered asof July 1, 2005, are now irrevocable.Additionally, the Company announced that, as of July 1, 2005, ithad received irrevocable consents from holders of a majority ofeach series of the Company's senior notes and the Company'sconvertible senior notes to amendments to the related indenturesand waivers of defaults under those indentures, including thedefaults that were the subject of a previously disclosed notice ofdefault received from a hedge fund purporting to own more than 25%of the convertible senior notes. The bondholders waive theCompany's reporting default, giving the Company until Oct. 31,2005, to file its annual report."We are very pleased with the success of the consent solicitationsand tender offers on all series of our senior notes and theconvertible senior notes," Douglas E. Coltharp, Executive VicePresident and Chief Financial Officer of Saks Incorporated, said."The tendered notes are an attractive use of proceeds from thesale of our Proffitt's/McRae's business, and the consents shouldprovide more than sufficient time for the filing of our financialstatements. Our Company remains well-capitalized, and we continueto enjoy access to substantial liquidity as a result of our cashposition and the unfunded availability under our revolving creditfacility."Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5thstores, and saks.com. The Company also operates its SaksDepartment Store Group (SDSG) with 232 department stores under thenames of Parisian, Proffitt's, McRae's, Younkers, Herberger's,Carson Pirie Scott, Bergner's, and Boston Store and 47 Club LibbyLu specialty stores. On April 29, 2005, the Company announcedthat it had entered into an agreement to sell 22 Proffitt's storesand 25 McRae's stores to Belk, Inc. The Company expects tocomplete the sale on July 5, 2005, subject to various closingconditions. * * *As reported in the Troubled Company Reporter on June 24 2005,Standard & Poor's Ratings Services expects to raise its corporatecredit and senior unsecured debt ratings on Saks Inc. to 'B+' from'CCC+' upon successful completion of a debt tender and consentsolicitation, and maintain those ratings on CreditWatch withdeveloping implications."This decision is a reflection of Saks taking a more proactiveapproach to alleviate a potential acceleration of its debt," saidStandard & Poor's credit analyst Gerald A. Hirschberg. Saksreceived on June 15, 2005, a notice of a filing requirementdefault by a hedge fund that owned more than 25% of the 2%convertible senior notes.SAKS INC: Fitch's Low-B Ratings Unchanged After Successful Consent------------------------------------------------------------------Fitch Ratings says it is maintaining its Rating Watch Negative onSaks Incorporated following Tuesday's announcement that it hasreceived consent from the required majority of its seniornoteholders and convertible senior noteholders to amend itsindenture and waive defaults relating to a previously receivednotice of default.These consents remove the risk that the company's senior notes andconvertible senior notes could be accelerated and extend the dateby which Saks must file its financial statements to Oct. 31, 2005.Saks also announced that $533 million of senior notes have beentendered to-date out of a total of $658 million that could betendered. This tender will be financed with cash of approximately$300 million and proceeds of $622 million from the sale of thecompany's southern department stores to Belk, Inc., which isexpected to close shortly.Fitch rates Saks' senior notes 'B+' and $800 million secured bankfacility 'BB'. The Rating Watch Negative reflects the possibilityof a weakened credit profile, including a more narrow businessfocus as a result of the restructuring actions outlined by thecompany on April 29, 2005 and the potential need for additionalfinancial restatements due to an ongoing accounting investigation.The restructuring actions include the sale of the Proffitt's andMcRae's operations to Belk, Inc. for $622 million. In addition,Saks announced at that time that it is exploring strategicalternatives for its Northern Department Store Group and its ClubLibby Lu business. While debt levels will be reduced as a resultof the outstanding tender offer and liquidity would receive aboost from any additional asset sales, the ultimate balance sheetimpact from these transactions is uncertain at this time.In addition, there is uncertainty as to the reliability of thecompany's recent financial statements and current financialprofile due to an ongoing investigation into vendor accountingirregularities and the resulting delay in the filing of thecompany's 10-K and first-quarter 10-Q. A SEC investigation intothese issues has widened to include related accounting andfinancial matters.Fitch will also continue to monitor the ongoing accountinginvestigations as well as Saks' operating performance, which hasbeen pressured in recent years by soft apparel sales and growingcompetition from specialty and discount retailers.SIMTEK CORP: RENN Capital Stretches Debentures' Payment Terms-------------------------------------------------------------Simtek Corporation (OTC Bulletin Board: SRAM) received a waiverfrom affiliates of RENN Capital Group, Inc., extending untilJuly 1, 2006, the commencement date for principal payments on the$3 million aggregate principal amount 7.5% convertible debenturesissued by Simtek in 2002. The extension will provide the companywith additional near term operating capital.The original terms of the debentures required the company to makemonthly principal payments of $30,000, beginning on June 28, 2005.The company will still be required to make interest payments.Under the terms of the waiver, monthly principal payments of$40,000 will commence on July 1, 2006. The final maturity dateremains as June 28, 2009. As consideration for the extension,Simtek has issued to RENN warrants to purchase 200,000 shares ofSimtek common stock at $0.50, a premium to the current marketprice."We are pleased with the support provided by RENN Capital, and thefavorable terms of their offer to waive near term payments toprovide additional working capital," said Harold A. Blomquist,Simtek's President and CEO. "Allowing the company to postpone thenext twelve months of principal payments will provide $360,000 ofworking capital to continue the ramp into volume production of ourflagship 0.25 micron (1 Megabit) product line, and will help usfund initial product development of our next generation productsin collaboration with Cypress Semiconductor," Mr. Blomquist said."RENN Capital is pleased to offer our continuing financial supportto Simtek," said Robert Pearson, Sr. Vice President of RENNCapital. "We believe that the actions presently being undertakenby the Company are moving Simtek in a very positive direction andwe are especially enthused by the partnership between Simtek andCypress Semiconductor. We, at RENN Capital see that thetechnology and product development roadmap enabled with thispartnership will provide Simtek with access to leading edgemanufacturing technology for years to come."Simtek Corporation -- http://www.simtek.com/-- designs and markets fast, re-programmable, nonvolatile semiconductor memoryproducts, for use in a variety of systems such as High PerformanceWorkstations, GPS Navigational Systems, Robotics, Copiers andPrinters, Broadcast Equipment and many others. The company isheadquartered in Colorado Springs, Colorado, with internationalsales and marketing channels. Simtek is listed under the symbolSRAM on the OTC Electronic Bulletin Board.S.K. NEW YORK: Mun & Lee Asks Court to Stall Sale Closing---------------------------------------------------------S.K. New York, LLC, auctioned its property located at 150-24Northern Boulevard in Flushing, New York, on June 3, 2005. ChongMin Mun and James H. Lee, along with three other individuals, wonthe bidding at $19.2 million. Chong Min Mun is a general partnerof S.K. New York.Northern Boulevard Acquisition Corp. holds the mortgage on theDebtor's property. Zenith T. Taylor, Esq., was appointed by theCourt to supervise the sale of the premises.Michael Chang, Hu Bai An and Jack Kameo are Messrs. Mun and Lee'spartners in the bidding consortium. They say the partners agreedtheir bid wouldn't exceed $16 million. The consortium designatedMr. Chang as its bidder at the auction.During the bidding at the June 3 auction, Mr. Chang (much to thesurprise of his partners) did not stop bidding after he reachedthe $16 million ceiling they agreed to bid for the property.Because Mr. Chang didn't stop bidding, the Partnership won,promising to pay $3.2 million more than anybody agreed. Thepartners deposited $2 million, using $1.3 million from Mr. Lee,$500,000 from Mr. Mun and $200,000 from Mr. Chang.After the bidding, Messrs. Chang, An and Kameo asked theirpartners for a 25% share in the premises rather than the agreed10%. The three gentlemen, according to Messrs. Lee and James,said that the deposit was in Mr. Chang's name, and, unless Messrs.Lee and Mun agree to the higher percentage, they will lose thesubstantial deposit. On June 10, 2005, after much haggling, thethree gentlemen agreed to the original 10% share. The Kickback SchemeAccording to documents filed with the Court, Mr. Kameo confessedto Mr. Mun's son, David Mun, that he and Mr. An will receive akickback based on a percentage of the proceeds at the closing ofthe sale. Northern Boulevard allegedly had an undisclosedkickback agreement with Messrs. Kameo, An and Chang.Messrs. Kameo and An were connected with the owners of NorthernBoulevard through the Baroda Company, Inc. Baroda purchased thenote and mortgage on the auctioned property and then set upNorthern Boulevard to hold the mortgage. Temporary ReliefUnder the terms of the sale agreement, the Partnership wasrequired to close the sale yesterday, July 5, 2005. Messrs. Munand Lee stand to lose their money if the closing is not adjourned.Alternatively, they will be forced to close on the sale undercircumstances tainted by a collusive kickback scheme.Messrs. Mun and Lee ask the U.S. Bankruptcy for the EasternDistrict of New York to move the sale closing date to August 31,2005, to give them ample time to investigate the possible groundsfor vacatur. To this end, Messrs. Mun Lee ask the Court to issue: -- a temporary restraining order to stop the other parties from closing the sale; -- a preliminary injunction through the later of August 31, 2005, or a Court order vacating the June 3, 2005, foreclosure sale; and -- an order vacating the June 3, 2005, foreclosure sale.Raymond A. Bragar, Esq., Peter D. Morgenstern, Esq., and Eric B.Fisher, Esq., at Bragar Wexler Eagel & Morgenstern, P.C.,represent Chong Min Mun and James H. Lee.Headquartered in Flushing, New York, S.K. New York LLC, filed forchapter 11 protection on February 24, 2005 (Bankr. E.D.N.Y. CaseNo. 05-12422). Gary M. Kushner, Esq., at Forchelli, Curto,Schwartz, Mineo, et al., represents the Debtor. When the Debtorfiled for protection from its creditors it estimated $10 millionto $50 million in assets. The Debtor did not disclose its debts.STAR TELECOM: Liquidating Trustee Wants Case to Remain Open-----------------------------------------------------------Gordon Hutchings, Jr., the liquidating trustee of the StarTelecommunications, Inc.'s Liquidating Trust, asks the U.S.Bankruptcy Court for the District of Delaware for more time tofile a final report and also, for the Court to delay entry of afinal decree closing the bankruptcy case.Star Telecommunications' First Amended Plan of Liquidation becameeffective on August 13, 2002. Pursuant to the Plan, a LiquidatingTrust was established to wind down the Debtor's estate. Also, thePlan provided for dissolution of the Official Committee ofUnsecured Creditors and establishment of a Continuing Creditors'Committee.Mr. Hutchings says he's devoted substantial time to reviewing andreconciling many complex claims filed against Star. Although he'sresolved most of these claims, three actions remain pending inCourt. Two of the pending actions relate to preference claims.Settlements have been agreed to and he'll dismiss the preferenceactions as soon as he receives payment from the creditor-defendants.The third action, a directors' and officers' liability suitcommenced by the Continuing Creditors' Committee, is subject to amediation proceeding in November 2005. In case the mediationdoesn't work, a trial in the U.S. District Court for the Districtof Delaware is scheduled on July 10, 2006. If the Committee issuccessful in pursuing its claims against former insiders, theestate will realize a significant recovery.Accordingly, the Trustee contends keeping the case open isappropriate until the three pending actions are resolved.Headquartered in Santa Barbara, California, StarTelecommunications, Inc., was a leading provider of globaltelecommunications services to consumers, long distance carriers,multinational corporations and Internet service. The Company andits debtor-affiliates filed for chapter 11 protection on March 13,2001 (Bankr. D. Del. Case No. 01-00830). Daniel A. Lowenthal,III, Esq., at Thelen Reid & Priest LLP represents theDebtors. When the Debtors filed for chapter 11 protection, theylisted total assets of $630,065,000 and total debts of$284,634,000. The Court confirmed the Debtors and UnsecuredCreditors Committee's chapter 11 Plan on July 31, 2002, and thePlan took effect on Aug. 13, 2002. Gordon Hutchins, Jr. is theLiquidating Trustee for the confirmed Plan. Laura Davis Jones,Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.represents the Liquidating Trustee.TELESYSTEM INT'L: Stock Can Trade on Nasdaq Until Sept. 19----------------------------------------------------------The Nasdaq Stock Market confirmed that Telesystem InternationalWireless Inc.'s common shares may continue to trade on The NasdaqNational Market through the first distribution to its shareholdersunder its plan of arrangement. The listing will continue providedthe first distribution occurs within the timeframe described inTIW's information circular dated April 18, 2005, but in no eventlater than Sept. 19, 2005. The Company will request voluntarydelisting of its common shares from Nasdaq immediately followingthe first distribution.Telesystem International Wireless Inc. (B+/Watch Pos/--)-- http://www.tiw.com/-- is a leading provider of wireless voice, data and short messaging services in Central and Eastern Europewith over 6.1 million subscribers. TIW operates in Romaniathrough MobiFon S.A. under the brand name Connex and in the CzechRepublic through Oskar Mobil a.s. under the brand name Oskar. * * *As reported in the Troubled Company Reporter on June 3, 2005,Standard & Poor's Ratings Services withdrew its ratings onTelesystem International Wireless Inc. on the completion of thesale (through interim holding company Clearwave N.V.) of its twooperating subsidiaries, Mobifon Holdings B.V. and Oskar HoldingsN.V., to Vodafone. The cash consideration for the sale was about$3.5 billion, which constitutes TIW's only remaining materialasset. TIW will now proceed with completion of its courtsupervised plan of arrangement, which involves the liquidation ofTIW, including the implementation of a claims process and thedistribution of net cash to shareholders, the cancellation of itscommon shares, final distribution, and ultimately the dissolutionof the company. TIW has no debt outstanding and no materialliabilities.THERMA-WAVE: Negative Liquidity Prompts PwC's Going Concern Doubt-----------------------------------------------------------------PricewaterhouseCoopers LLP raised substantial doubt about Therma-Wave, Inc.'s (Nasdaq:TWAV) ability to continue as a going concernafter it audited the Company's financial statements for the yearended April 3, 2005. The qualification was included in PwC'saudit report as a result of the Company's recurring net losses andnegative cash flow.The Company reported a $6.8 million net loss for the fiscal yearended March 31, 2005, lost $18.1 million in 2004, and reported a$133.6 million loss in 2003. Material WeaknessesThe Company's management identified two material weaknesses in itscontrols over the preparation, review and timely analysis of itsconsolidated financial statements in connection with its financialclosing process. Specifically: (1) inter-company accounts between the Company's U.S. operations and its branches and subsidiaries are not reconciled; and (2) the Company's customer service and support organization expense allocation between selling, general and administrative expense and cost of revenue is recorded in consolidation without supporting documentation for such entry.Each of these control deficiencies could result in a misstatementof account balances or disclosures that would result in a materialmisstatement in the annual or interim financial statements thatwould not be prevented or detected. Accordingly, management hasdetermined that each of these control deficiencies constitutes amaterial weakness. Financing AgreementsIn June 2003, Therma-Wave entered into a loan and securityagreement with Silicon Valley Bank. The agreement includes a$5 million domestic line of credit, including: -- a sub-limit of $5.0 million for letters of credit; and -- a $10.0 million Export-Import Bank of the United States, or EXIM, guaranteed revolving line of credit.The bank loan allows the Company to borrow money under thedomestic line bearing a floating rate interest rate equal to theSVB prime rate plus 1.75% (7.50% as of March 31, 2005). TheCompany's borrowings under the SVB and EXIM guaranteed creditfacilities are secured by substantially of its assets. As ofMarch 31, 2005, and 2004, the Company had $3.2 million and$4.6 million in outstanding letters of credit under the agreement.The credit facilities were to mature on June 11, 2005, but wererenegotiated in June 2005 and extended for a period of two years.The SVB credit facility contains certain restrictive covenants,which among other requirements impose limitations with respect to: -- the change of business location and ownership; -- incurrence of indebtedness; -- the payment of dividends; -- investments, mergers, acquisitions, consolidations; and -- sales of assets.The Company is also required to satisfy certain financial testsunder the credit facility including tests related to the Company'squick ratio and profitability. As of March 31, 2005, the Companywas in violation of the covenants of the credit facility agreementby delivering borrowing base certificates and reports on Forms 8-Kfiled with the Securities and Exchange Commission outside of therequired reporting periods. The Company was also in violation ofthe profitability covenant. All violated covenants were waived bySVB in June 2005.On June 10, 2005, the Company and Silicon Valley Bank enteredinto: * an Amended and Restated Loan and Security Agreement; and * a Streamline Facility Agreement,that renewed a $15 million revolving line of credit to theCompany. The revolving line of credit can be used to: (i) borrow funds for working capital and general corporate purposes; (ii) issue letters of credit; (iii) enter into foreign exchange forward contracts; and (iv) support certain cash management services.The Loan and Security Agreement also includes a Material AdverseChange clause, which allows the bank to terminate the facility orto demand the immediate payment of all outstanding balances upon: -- the determination of a deemed material adverse change in the Company's business, operations, or financial or other condition of the Company; -- a material impairment of the prospect of repayment of any portion of outstanding obligations; or -- a material impairment of the value or priority of the bank's security interests in the collateral.On June 11, 2007, the revolving line of credit matures and SiliconValley Bank's commitment to extend revolving loans theseagreements terminates.Since 1982, Therma-Wave, Inc. -- http://www.thermawave.com/-- has been revolutionizing process control metrology systems throughinnovative proprietary products and technologies. The company is aworldwide leader in the development, manufacture, marketing andservice of process control metrology systems used in themanufacture of semiconductors. Therma-Wave currently offersleading-edge products to the semiconductor manufacturing industryfor the measurement of transparent and semi-transparent thinfilms; for the measurement of critical dimensions and profile ofIC features; for the monitoring of ion implantation; and for theintegration of metrology into semiconductor processing systems.THICKSTUN BROS: Case Summary & 17 Largest Unsecured Creditors-------------------------------------------------------------Debtor: Thickstun Bros. Equipment Co., Inc. 841 Alton Avenue Columbus, Ohio 43219Bankruptcy Case No.: 05-61638Type of Business: The Debtor offers tank installation, maintenance, and repair services. The Debtor previously filed for chapter 11 protection on August 8, 2003 (Bankr. S.D. Ohio Case No. 03-61982).Chapter 11 Petition Date: July 5, 2005Court: Southern District of Ohio (Columbus)Debtor's Counsel: Michael D. Bornstein, Esq. Ricketts Co. LPA 580 South High Street, 3rd Floor Columbus, Ohio 43215 Tel: (614) 358-8052Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 17 Largest Unsecured Creditors: Entity Claim Amount ------ ------------Roque Schmidt Oil Equipment $200,595Box 58 Playa StationAvenida Hostos 112 Playa de PoPonce, PR 00734Convault Incorporated $159,612P.O. Box 936Mt. Vernon, OH 43050Reichard and Escalera $39,093255 Ponce de Leon Avenue, Suite 100San Juan, PR 00917Conam Inspection $34,468P.O. Box 751206Charlotte, NC 28275Richard Gerber Company $16,4733600 Olentangy River Road, Suite 501Columbus, OH 43214HLT, Inc. $13,881P.O. Box 673Defiance, OH 43512International Fidelity $10,100One Newark CenterNewark, NJ 07102McJunkin International Fidelit $7,532One Newark CenterNewark, NJ 07102Schottenstein Zox & Dunn $7,16441 South High StreetColumbus, OH 43215Russell Mealer and Kalib $6,4002545 Farmers Drive, Suite 370Columbus, OH 43235-2705AV Fuel Systems Co., Inc. $5,856300 Casa Memorial BoulevardForest Park, GA 30297Davis Company, Inc. $4,5371943 Stone RoadXenia, OH 45385Capital Logistics $3,9008201 Euclid Avenue, Suite 202Manassas Park VA 20111Martin, Inc. $2,340P.O. Box 522Fort Wayne, IN 46801Aerospace Products Internat'l $189P.O. Box 1000Department 026Memphis, TN 38148TRM Aviation $1891296 Stone RoadChillocothe AirportChillocothe, OH 45601Danka Industries $152P.O. Box 17919Nashville, TN 37217TORCH OFFSHORE: Hires Lugenbuhl Wheaton as New Bankruptcy Counsel-----------------------------------------------------------------Torch Offshore, Inc., and its debtor-affiliates ask the U.S.Bankruptcy Court for the Eastern District of Louisiana forpermission to employ Lugenbuhl, Wheaton, Peck, Rankin & Hubbard astheir chapter 11 counsel.On June 20, 2005, the Board of Directors of Torch Offshoreterminated the employment of King & Spalding, LLP, and Heller,Draper, Hayden, Patrick & Horn, LLC, as their bankruptcy counsel.The hourly rates of professionals at Lugenbuhl are: Designation Rate ----------- ---- Attorneys $180 - $300 Paralegals $80The lead attorneys to represent the Debtors and their currenthourly rates are: Professional Rate ------------ ---- Stewart F. Peck, Esq. $295 Nathan P. Horner, Esq. $250 Christopher T. Caplinger, Esq. $200 Tina L. Garmon, Esq. $180To the best of the Debtors' knowledge, Lugenbuhl Wheaton is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code. Why the Change?Bankruptcy Court documents don't explain why the Board terminatedKing & Spalding and Heller Draper.A resignation letter from Richard J. Shopf to Lyle Stockstilland Lana Hingle Stockstill (Torch Offshore, Inc.'s two remainingDirectors), dated June 21, 2005, provides insight: R.J. SHOFF 14 Country Club Park Covington, LA 70433 (985) 892-2527By Federal ExpressJune 21, 2005Lyle Stockstill and Lana Hingle StockstillTorch Offshore, Inc.401 Whitney Avenue, Suite 400Gretna, LA 70056Dear Lyle and Lana; During my 35 plus year business career, I have served on 29boards of directors but have never run into as bizarre a situationas I experienced at the Torch board meeting yesterday. Thismeeting was attended by you two and me as the remaining threedirectors and by Bob Fulton, Torch's CFO, who recorded theminutes of the meeting. As you will recall, there were three items of business, allproposed by you two the previous Friday but postponed untilMonday's meeting because adequate notice was not given forFriday's meeting. These items of business were a. the terminationof Raymond James as Torch's investment banker, b. the terminationof Bridge Associates as Torch's financial advisor and c. thetermination of Heller, Draper and King and Spalding, Torch'sbankruptcy attorneys. I opened the meeting by reviewing my position on the threeissues. With respect to terminating Raymond James, I believedthere was no need to do so because Raj Singh had told David Phelpshe would negotiate an agreement for an hourly rate plus expensesif Torch required any further services; he just did not want to beterminated. With respect to the second issue, the termination bythe Company of Bridge Associates, Torch could not on its ownterminate Bridge because Bridge was an implied condition of thesupport provided the Company by Regions Bank and such terminationrequired the consent of Regions in order to avoid jeopardizing thed.i.p. financing commitment. Additionally, such terminationrequired the consent of the bankruptcy court. Lastly, terminationof all of Torch's current bankruptcy counsel also required theconsent of the bankruptcy court. Moreover, to completely changeout Torch's bankruptcy counsel at this late date was totallyirresponsible, particularly in view of the district judge'srequirement for briefs to be submitted Thursday for her to ruleFriday on the unsecured creditor's request to overrule thebankruptcy judge on the sale of Torch's vessels. I then asked you two why you were proposing theseterminations and was told by you that you believed the currentTorch professionals never properly represented your interests,specifically with your requests to block the sale of thevessels. I responded [*2] by pointing our that you two seemed tobe representing your own equity interests rather than beingconcerned about all of the creditors as the Torch directorswere required to do once the Company was deemed to be insolvent. I might as well have saved my breath as my comments weretotally ignored and you two in rapid fire immediately approved thethree termination motions by your two affirmative votes versus myone negative vote. You then offered up a fourth motion for theCompany to hire Stewart Peck as its bankruptcy counsel,notwithstanding the fact that Peck had no comprehensive backgroundknowledge of what had transpired to date. Not surprisingly, thisresulted in another two to one vote. You two then adjourned the meeting. In view of this miscarriage of corporate governance, it isobvious I can no longer act as an effective director, representingthe interests of all of Torch's creditors. Accordingly, I resignmy directorship in Torch effective at five o'clock Mondayafternoon, June 20th. Now the Company is solely in your control asI join all of the other directors who have for various reasonsresigned. Sincerely, /s/ Richard J. Shopf Richard J. ShopfCC: George B. South III, King and Spalding Jan Hayden, Heller Draper Tony Schnelling, Bridge Associates Robert Fulton, Torch Offshore, Inc. * * *Headquartered in Gretna, Louisiana, Torch Offshore, Inc., providesintegrated pipeline installation, sub-sea construction and supportservices to the offshore oil and gas industry, primarily in theGulf of Mexico. The Company and its debtor-affiliates filed forchapter 11 protection (Bankr. E.D. La. Case No. 05-10137) onJan. 7, 2005. Jan Marie Hayden, Esq., at Heller, Draper, Hayden,Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &Spalding LLP, represented the Debtors when the company filed itschapter 11 petitions. When the Debtors filed for protection fromtheir creditors, they listed $201,692,648 in total assets and$145,355,898 in total debts.TRIM TRENDS: Gets Court OK To Hire Carson Fisher as Bankr. Counsel------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigangave Trim Trends Company, LLC and its debtor-affiliates permissionto employ Carson Fisher, P.L.C., as their general bankruptcycounsel.Carson Fisher will: a) advise the Debtors with regard to their duties and responsibilities as debtors-in-possession as required by the U.S. Bankruptcy Code; b) assist the Debtors in the preparation of their Schedules and Statements, financial statements, balance sheets and business plans; c) pursue any and all claims of the Debtors against third parties, including preferences fraudulent conveyances and accounts receivable; d) represent the Debtors with regards to any actions brought against them by third parties in their bankruptcy proceedings; e) assist the Debtors in their negotiations with their secured, unsecured and priority creditors, and assist in preparing a plan of reorganization and its accompanying disclosure statement and pursue confirmation of that plan and approval of that disclosure statement; and f) perform all other legal services that are necessary in the Debtors' chapter 11 cases.Robert A. Weisberg, Esq., a Partner at Carson Fisher, is one ofthe lead attorneys for the Debtors. Mr. Weisberg discloses thathis Firm received a $150,000 retainer.Mr. Weisberg reports Carson Fisher's professionals bill: Designation Hourly Rate ----------- ----------- Partners $335 - $495 Associate $150 - $300 Legal Assistants $110 Law Clerks $95Carson Fisher assures the Court that it does not represent anyinterest materially adverse to the Debtors or their estates.Headquartered in Farmington Hills, Michigan, Trim Trends Company,LLC, -- http://www.trimtrendsco.com/-- manufactures automobile and light truck component parts for both original equipmentmanufacturers and Tier 1 suppliers. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr.E.D Mich. Case No. 05-56108). When the Debtors filed forprotection from their creditors, they listed total assets of $65million and total liabilities of $81 million.TUBETEC: Can Access National's Cash Collateral Through August 31----------------------------------------------------------------The U.S. Bankruptcy Court for the Middle District of Florida,Orlando Division, authorized Tubetec, Inc., to use cash collateralsecuring repayment of prepetition loans from National Bank ofSouth Carolina.The Debtor will use the cash collateral to pay for necessary andordinary operating expenses. Without access to the cashcollateral, the Debtor will be forced to halt operations, whichwill result in loss of the going-concern value of the business.National Bank asserts a claim on the Debtor's cash collateral onaccount of a $10,000,000 loan, which is due and owing to the Bank.The cash collateral is comprised of funds on hand and funds to bereceived from the Debtor's manufacturing facility.The Debtor will use the cash collateral in accordance with anapproved weekly budget from July 2 to August 31, 2005: Week Ending -------------------------------------------------- July 2 July 9 July 16 July 23 July 30 ------ ------ ------- ------- -------Net Cash $3,546 $15,588 ($6,452) ($67,505) $23,216Beginning ($2,796) $750 $16,318 $9,866 ($57,640)CashBank Loan $25,970 $25,970 $25,970 $25,970 $25,970AvailableEnding Cash $750 $16,318 $9,866 ($57,640) ($34,424) Week Ending -------------------------------------------------- August 6 August 13 August 20 August 27 -------- --------- --------- --------- Net Cash $16,019 $10,734 $16,816 ($30,829)Beginning ($34,424) ($18,333) ($7,599) $9,271CashBank Loan $25,970 $25,970 $25,970 $25,970AvailableEnding Cash ($18,333) ($7,599) $9,271 ($21,612)To provide the lender with adequate protection required under 11U.S.C. Sec. 363 for any diminution in the value of its collateral,the Debtor will grant National Bank a replacement lien to the sameextent, validity and priority as the prepetition lien. Tubetecwill also pay National $56,733 on July 29, 2005.AFI International, LLC, and the IRS have asserted interests theDebtor's cash collateral. To protect their interests, AFI and theIRS will be given replacement liens to the same extent, validitiyand priority as their prepetition liens.Headquartered in Sanford, Florida, Tubetec, Inc. -- http://www.tubetec.com/-- develops stainless steel fittings for the pulp and paper industry. The Company filed for chapter 11protection on February 24, 2005 (Bankr. M.D. Fla. Case No.05-01717). Elizabeth A. Green, Esq., at Gronek & Latham, LLP,represents the Debtor in its restructuring efforts. When theDebtor filed for protection from its creditors, it estimated $10million to $50 million in assets and debts.TUBETEC INC: Court Okays Additional $110,000 DIP Loan-----------------------------------------------------The U.S. Bankruptcy Court for the Middle District of Florida inOrlando granted Tubetec Inc.'s request to obtain $110,000 ofadditional debtor-in-possession financing from the National Bankof South Carolina. The National Bank DIP FinancingThe Debtor secured a $300,000 DIP loan from National Bank onApril 27, 2005, to maintain its business and preserve the value ofits assets. With the DIP loan, the Debtor resumed its normalbusiness operations. The loan was slated to mature on June 12,2005.On June 7, 2005, the Debtor asked the Court for authority toacquire another $110,000 in DIP Financing from National Bank. TheDebtor disclosed that it will use the additional funds to covershort-term operating expenses.The Debtor also asked for permission to extend the maturity of thefirst DIP loan from June 12, 2005 to August 31, 2005. The Courthas allowed the extension and both DIP loans will mature onAug. 31, 2005. National Bank's interest is secured by a first-priority lien on the Debtor's real and personal property.The Debtor and National Bank's loan agreement stipulates, amongother things, that: a. the $110,000 new loan will accrue interest 25 basis points over National Bank's floating prime rate. NBSC will receive an $1,100 Loan Fee fully earned at the closing of the new loan. Tubetech will make monthly interest payments on the new loan until the maturity date. b. Tubetec will continue to exercise its rights under the Bankruptcy Code to marshal its assets including, but not limited to, collecting all outstanding accounts receivable and exercising its rights to setoff. c. Tubetec will continue to make weekly accounting reports to NBSC as detailed in the Cash Collateral Order. d. Tubetec will continue to achieve not less that 75% of the weekly shipment forecast projected in the Budget. f. default conditions will include breach of any of the above covenants, a default under the Modified Cash Collateral Order, and other customary and typical commercial loan defaults; and g. expenses of the new loan including recording costs and any documentary or intangible tax, will be borne by the Debtor.A copy of the Debtor's cash budget is available for free athttp://bankrupt.com/misc/tubetecbudget.pdfHeadquartered in Sanford, Florida, Tubetec Inc., --http://www.tubetec.com/-- develops stainless steel fittings for the pulp and paper industry. The Company filed for chapter 11protection on February 24, 2005 (Bankr. M.D. Fl. Case No.05-01717). Elizabeth A. Green, Esq., at Gronek & Latham, LLP,represents the Debtor in its restructuring efforts. The Debtorreported $10 to $50 million in total assets and $10 to $50 millionin total debts when it sought protection from its creditors.US AIRWAYS: Disclosure Statement Hearing Begins on Aug. 9, 2005---------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Virginiawill convene a hearing August 9, 2005, at 9:30 a.m. (EasternTime), to consider approval of the disclosure statement explainingUS Airways, Inc., and its debtor-affiliates' plan ofreorganization.At the hearing, the Court will find whether the DisclosureStatement contains "adequate information" within the meaning ofSection 1125 of the Bankruptcy Code to enable a hypotheticalreasonable investor typical of holders of claims or interests ofthe relevant class to make an informed judgment about the Plan.Objections to the adequacy of the disclosure statement are dueAugust 2, 2005. Overview of the PlanAs reported in the Troubled Company Reporter on July 6, 2005, theDebtors will merge with America West Holdings Corporation, theholding company for America West Airlines, Inc. A new subsidiaryof Group will merge with and into America West, and America Westwill become a subsidiary of Group. Reorganized Group will issue14,965,025 shares of New Common Stock to America Weststockholders. Each share of America West Class A common stockwill be converted into the right to receive 0.5362 of a share ofNew Common Stock. Each share of America West Class B common stockwill be converted into the right to receive 0.4125 of a share ofNew Common Stock. Shares of America West common stock owned byGroup, America West or any of their respective subsidiaries, willbe canceled and retired without payment and will cease to exist.The existing shareholders of America West will receiveapproximately 39% of the New Common Stock of Reorganized Group.The Plan Investors will invest at least $500,000,000 in NewCommon Stock of Reorganized Group representing approximately 49%ownership. New Common Stock representing 12% of ReorganizedGroup will be distributed to unsecured creditors. Brian P.Leitch, Esq., at Arnold & Porter, in Denver, Colorado, notes thatthese percentages reflect the assumed stock ownership followingthe Effective Date of the Plan and Merger. The percentages aresubject to dilution from additional equity issuances, includingthe Rights Offering and the exchange of convertible debt for NewCommon Stock.After the Effective Date, Reorganized Group will sell up to3,500,000 shares of New Common Stock for $16.50 per share.Reorganized Group will list the New Common Stock on the New YorkStock Exchange or the Nasdaq National Market System.On the Effective Date, as consideration for conversion of thebridge facility, forgiveness and release of USAI from certainprepetition obligations, deferral of certain payment obligationsand amendments to future maintenance agreements, Reorganized USAIwill issue $125,000,000 in New Convertible Notes to GeneralElectric Capital Corporation or an affiliate, as designated byGECC. The Notes will be convertible at any time into shares ofNew Common Stock of Reorganized Group at a conversion price equalto the product of: (x) 140% to 150% (at USAI's option); and (y) the average closing price of New Common Stock for 60 consecutive trading days following listing of the stock on an exchange.The Convertible Notes' interest rate will be determined within 30days of emergence. Interest payments will be due semi-annually,in arrears. The Convertible Notes will mature in 2020. USAI mayredeem the Convertible Notes after the fifth anniversary ofissuance in cash or in New Common Stock. Holders may requireUSAI to repurchase the Convertible Notes on the fifth and tenthanniversary of issuance at 100% of principal, plus accrued andunpaid interest. The Debtors may redeem the Convertible Noteswith either cash or New Common Stock. The Convertible Notes willbe senior unsecured obligations and will rank equal to allexisting and future unsecured senior obligations of ReorganizedUSAI. Reorganized Group will guarantee the Convertible Notes.Headquartered in Arlington, Virginia, US Airways' primary businessactivity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC.Under a chapter 11 plan declared effective on March 31, 2003,USAir emerged from bankruptcy with the Retirement Systems ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.US Airways and its subsidiaries filed another chapter 11 petitionon September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). BrianP. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., andDouglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtorsin their restructuring efforts. In the Company's secondbankruptcy filing, it lists $8,805,972,000 in total assets and$8,702,437,000 in total debts. (US Airways Bankruptcy News, IssueNo. 97; Bankruptcy Creditors' Service, Inc., 215/945-7000)USG CORP: Wants Exclusive Plan Filing Period Stretched to Dec. 31-----------------------------------------------------------------USG Corporation and its debtor-affiliates ask the U.S. BankruptcyCourt for the District of Delaware to extend: * the period within which they have the exclusive right to file a plan of reorganization to and including December 31, 2005; and * the period within which they have the exclusive right to solicit acceptances for that plan to and including March 1, 2006.Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., inWilmington, Delaware, relates that the past six months have beenproductive for the Debtors' Chapter 11 cases. Progress has beenmade on the most immediate objective of the cases at thisjuncture, which objective is the resolution of the key issues atthe core of any confirmable plan of reorganization. The keyissues require: (1) the estimation of the total amount of allowable asbestos personal injury claims; and (2) a determination of which entity is responsible for that potential liability.Moreover, the Debtors also attest that they continue to makeprogress in narrowing the issues on the asbestos property damageclaims.Mr. Heath tells Judge Fitzgerald that the estimation process isnow in full swing, with District Judge Conti having indicatedthat all discovery and other pretrial matters are to be concludedby year-end so that the estimation hearings can commence shortlyafter. Likewise, the declaratory relief action before theBankruptcy Court, which action addresses the question of whichDebtor-entity is liable, is on a discovery schedule that islikely to consume at least the next several months.Under the circumstances, it should not be expected that any partyin the Debtors' bankruptcy cases is in a position even to suggestthe basic economic terms for a viable plan of reorganization, Mr.Heath points out. That statement is consistent with the Court'sprior statements that no plan should move forward until theconclusion of estimation and the Declaratory Relief Action.Yet, Mr. Heath notes, the next six months will be important foradvancing the parties toward the conclusion of the estimation andthe relief action. During that period, the creditors will not beat risk because the Debtors' businesses continue to perform at arecord pace, resulting in a growing estate in which thestakeholders will share.The Debtors also inform Judge Fitzgerald that as they have movedforward on the asbestos issues, they have continued to operatetheir businesses profitably and expect to continue to generatesignificant cash from operations during the proposed extension oftheir Exclusive Periods.Accordingly, Mr. Heath asserts that there is every reason toextend the exclusive periods as requested. Mr. Heath assures theCourt that the Equity Security Holders Committee supports theextension.The Court will convene a hearing on August 29, 2005, to considerthe Debtors' request. By application of Del.Bankr.LR 9006-2, theExclusive Periods are automatically extended through theconclusion of that hearing.Headquartered in Chicago, Illinois, USG Corporation --http://www.usg.com/ -- through its subsidiaries, is a leading manufacturer and distributor of building materials producing awide range of products for use in new residential, newnonresidential and repair and remodel construction, as well asproducts used in certain industrial processes. The Company filedfor chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.01-02094). David G. Heiman, Esq., and Paul E. Harner, Esq., atJones Day represent the Debtors in their restructuring efforts.When the Debtors filed for protection from their creditors, theylisted $3,252,000,000 in assets and $2,739,000,000 in debts.VENTAS INC: Inks $85 Million Leases with Capital Senior Living-------------------------------------------------------------- Ventas, Inc. (NYSE: VTR) agreed to acquire and lease six seniorshousing assets to subsidiaries of Capital Senior Living Corp.(NYSE: CSU) in a transaction valued at $85 million."This transaction advances Ventas's strategy of expanding itsdiverse portfolio of healthcare and seniors housing assets withhigh quality facilities operated by experienced care providerssuch as Capital Senior Living," said Debra A. Cafaro, Chairman,President and Chief Executive Officer of Ventas. "Adding anotherimportant relationship to our existing tenant base should provideVentas with additional growth opportunities in the future."Ventas expects to acquire the six primarily independent livingassets for a cost of $85 million, which represents $89,000 perunit and $71,000 per bed. The seller will be a joint venturebetween Capital Senior Living and an institutional private equityfirm. Capital Senior Living currently manages those facilities forthe joint venture. The assets contain approximately 950 units and1,200 beds. They are located in mostly suburban markets in sixstates, and are all private pay, non-government reimbursedfacilities.When Ventas acquires the assets, they will be leased tosubsidiaries of Capital Senior Living. The triple-net operatingleases with Capital Senior Living will have an initial cash yieldof 8%, which is expected to escalate at an average of 2.5% peryear over the life of the leases. If these annual escalations areachieved, Ventas's unlevered yield will be 9% over the initialten-year base term of the leases. A subsidiary of Capital SeniorLiving, Capital Senior Living Properties, Inc., will guarantee theleases. Ventas expects the EBITDAR (earnings before interest,taxes, depreciation, amortization and rent) to rent coverage onthe portfolio to exceed 1.2:1x, upon stabilization andrepositioning of one of the acquired assets, which should occur inthe next six to twelve months.Successful completion of the transaction is subject tosatisfaction of certain conditions, including lender andregulatory approvals and other customary closing conditions. Theportfolio currently is encumbered by $44 million in mortgage debtbearing interest at a blended, fixed annual rate of 7%, as well as$7 million of floating-rate debt to be retired at closing.Although Ventas expects to complete the transaction in the thirdquarter of 2005, there can be no assurance that the transactionwill occur or, if so, when the closing will occur.Capital Senior Living is one of the nation's largest operators ofresidential communities for senior adults. It emphasizes acontinuum of care, which integrates independent living, assistedliving and home care services, to provide residents theopportunity to age in place. Capital Senior Living currentlyoperates 54 senior living communities in 20 states with anaggregate capacity of approximately 8,700 residents. In thosecommunities, 84 percent of residents live independently and 16percent of residents require assistance with activities of dailyliving.Ventas, Inc. -- http://www.ventasreit.com/-- is a leading healthcare real estate investment trust that owns and invests inhealthcare and senior housing assets in 41 states. Its propertiesinclude hospitals, skilled nursing facilities and assisted andindependent living facilities. * * *As reported in the Troubled Company Reporter on Apr. 15, 2005,Moody's Investors Service affirmed the ratings of Ventas, Inc.,and its affiliates following the announcement that Ventas andProvident Senior Living Trust have decided to merge. Thetransaction, valued at $1.2 billion, will be funded by Ventascommon stock, the assumption of debt and cash. Provident is anunlisted senior living REIT that owns 68 independent and assistedliving facilities in 19 states.These ratings were affirmed, with a positive outlook:Ventas Realty Limited Partnership: * Senior debt at Ba3 * senior debt shelf at (P)Ba3 * subordinated debt shelf at (P)B2Ventas, Inc.: * Preferred stock shelf at (P)B2Ventas Capital Corporation: * senior debt shelf at (P)Ba3 * subordinated debt shelf at (P)B2Ventas, Inc. [NYSE: VTR] is a health care real estate investmenttrust that owns: * forty long-term acute care hospitals, * 201 nursing facility, * thirty assisted and independent living facilities, * eight medical office buildings, and * eight other health care assets, in 39 states.WEBSTER SHEET: Voluntary Chapter 11 Case Summary------------------------------------------------Debtor: Webster Sheet Metal, Inc. 13831 South Kostner Avenue Crestwood, Illinois 60445 Tel: (708) 371-1470Bankruptcy Case No.: 05-26649Type of Business: The Debtor is a full service metal fabrication shop, providing sheet metal and plate fabrication, including shearing, press brake forming, rolling, CNC plasma cutting, welding, fabrication of assemblies, and prototype design and construction. See http://www.webstersheetmetal.com/Chapter 11 Petition Date: July 5, 2005Court: Northern District of Illinois (Chicago)Judge: Carol A. DoyleDebtor's Counsel: Richard D. Lutkus, Esq. Carroll & Truesdale, P.C. 11516 West 183rd Street, Suite Northeast Orland Park, Illinois 60467 Tel: (708) 633-9300 Fax: (708) 478-8227Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionThe Debtor did not file a list of its 20 largest unsecuredcreditors.WESTPOINT STEVENS: Gets Court Nod to Sell Longview Property-----------------------------------------------------------As previously reported, Catawba County asked the U.S. BankruptcyCourt for the Southern District of New York to deny WestPointStevens, Inc., and its debtor-affiliates' request to approve thesale of the Longview Property. At a minimum, the Court shouldrequire that taxes in the modest sum of $5,600 be escrowed pendingthe resolution of the dispute. Sale AgreementThe Debtors reached an agreement with Industrial Realty for thesale of the Longview Property. The Purchaser agrees to pay theDebtors $2,850,000 for the property, $25,000 of which has beenpaid as a deposit upon execution of the Sale Agreement. Thebalance of the purchase price will be paid at the closing.In the event the Debtors default on the full and timelyperformance of any obligations under the Sale Agreement for anyreason other than the Purchaser's default, the deposit will bereturned to the Purchaser and the Sale Agreement will terminate.If the Purchaser fails to consummate the purchase of the LongviewProperty, and the conditions to the Purchaser's obligations havebeen satisfied, the Debtors may retain the deposit, that amountbeing agreed on as liquidated damages for the failure of thePurchaser to perform its duties, liabilities, and obligationsunder the Sale Agreement.Scott Markowitz, Esq., at Todtman, Nachamie, Spizz & Johns, P.C.,in New York, tells the Court that the facility in Longview, NorthCarolina, that the Debtors want to sell is part of CatawbaCounty. According to Mr. Markowitz, Catawba imposes a realproperty deed transfer tax of $2 per $1,000. To the extent theDebtors seek to obtain an exemption from the tax, Catawba objects.Catawba believes that the relatively modest sale is not integralto the anticipated confirmation of a Chapter 11 plan for theDebtors. Thus, the sale should not qualify for tax exemptionunder Section 1146(c) of the Bankruptcy Code. Section 1146(c)provides that: The issuance, transfer, or exchange of a security, or the making or delivery of an instrument of transfer under a plan confirmed under section 1129 of this title, may not be taxed under any law imposing a stamp tax or similar tax.* * *The Court approves the Debtor's motion.The Parties have resolved Catawba County's objection by anagreement set forth on the record at the hearing.Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --http://www.westpointstevens.com/-- is the #1 US maker of bed linens and bath towels and also makes comforters, blankets,pillows, table covers, and window trimmings. It makes the Martex,Utica, Stevens, Lady Pepperell, Grand Patrician, and Velluxbrands, as well as the Martha Stewart bed and bath lines; otherlicensed brands include Ralph Lauren, Disney, and Joe Boxer.Department stores, mass retailers, and bed and bath stores are itsmain customers. (Federated, J.C. Penney, Kmart, Sears, and Targetaccount for more than half of sales.) It also has nearly 60 outletstores. Chairman and CEO Holcombe Green controls 8% of WestPointStevens. The Company filed for chapter 11 protection onJune 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532). John J.Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents theDebtors in their restructuring efforts. (WestPoint BankruptcyNews, Issue No. 50; Bankruptcy Creditors' Service, Inc.,215/945-7000)WINN-DIXIE: Hires Hilco & Gordon Brothers as Liquidating Agents---------------------------------------------------------------Winn-Dixie Stores, Inc., and its debtor-affiliates anticipate thatmany of the bidders for the stores they intend to sell willpurchase the stores' existing merchandise as well as furniture,fixtures and equipment.However, to the extent that a purchaser does not want to purchasethe Merchandise and furniture, fixtures and equipment or theDebtors are unable to sell a Targeted Store to a grocer, theDebtors will need to promptly sell the Merchandise and FF&E toobtain value for their estates.D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, inNew York, maintains that the Debtors need to promptly surrenderthe Closing Store to the purchaser or, upon rejection of thelease, to the applicable landlord, as soon as feasible. Anyunnecessary delay may cause the Debtors to incur additionaladministrative obligations in the form of rent and otheroverhead, without providing any corresponding benefit to thedetriment of all creditors.In this regard, the Debtors seek authority from the U.S.Bankruptcy Court for the Middle District of Florida to employHilco Merchant Resources, LLC, and Gordon Brothers RetailPartners, LLC, to assist them in liquidating the Merchandise &FF&E at the Closing Stores.In addition, the Debtors ask the Court to: (a) approve an Agency Agreement with the Agent and authorize the Debtors and the Agent to take all actions contemplated by the Agreement; (b) discontinue operations at the Closing Stores other than to sell the Merchandise and FF&E; and (c) sell the Merchandise and FF&E at the Closing Stores free and clear of liens, claims and interests.Mr. Baker asserts that the Agency Agreement provides the Debtorswith the opportunity to dispose of the Merchandise and FF&E andto maximize the sale proceeds. The material terms of the AgencyAgreement include: A. Agent's Fee. As compensation for the services being provided, the Agent will be entitled to a fee equal to (i) $4,500 per store, plus (ii) 10% of the amount of net proceeds (gross proceeds less expenses) of sale between 43.25% of retail value of Merchandise sold and 44.25% of retail value of Merchandise sold; plus (iii) 20% of the amount of net proceeds of sale between 44.25% of retail value of Merchandise sold and 45.25% of retail value of Merchandise sold; plus (iv) 30% of the amount of the net proceeds of sale exceeding 45.25% of retail value of Merchandise sold. B. FF&E Fee. The Debtors may elect, on a store-by-store basis, to have the Agent dispose of the FF&E at the Closing Stores. If the Debtors make an election for a Closing Store, the fee payable to the Agent with respect to the FF&E will be (i) $2,250 per Closing Store, plus (ii) 15% of the amount by which the net sale proceeds of the FF&E exceed $50,000 per store. C. Control of Proceeds. All cash proceeds from the sale will be handled in accordance with the Debtors' normal cash management procedures. D. Final Reconciliation. Within 60 days after the end of the sale, the Agent and the Debtors will jointly prepare a final reconciliation including, without limitation, a summary of Proceeds, taxes, expenses, and any other accountings required. Within five days of completion of the Final Reconciliation, (i) any undisputed and unpaid expenses will be paid by the Debtors and(ii) any portion of the Agent's fee related to a Closing Store for which there is no disputed amount will be paid by the Debtors to the Agent. E. Sale Expenses. All expenses of the sale will be borne by the Debtors consistent with an expense budget to be agreed to between the Agent and the Debtors. F. Vacating the Stores. The sales under the Agency Agreement will commence immediately after entry of Court order approving the Agreement and continue until September 15, 2005; provided that the sale of the FF&E at each store will continue until September 30, 2005.Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.-- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across theSoutheastern United States and in the Bahamas and employsapproximately 90,000 people. The Company, along with 23 of itsU.S. subsidiaries, filed for chapter 11 protection on Feb. 21,2005 (Bankr. S.D.N.Y. Case No. 05-11063). The Honorable JudgeRobert D. Drain ordered the transfer of Winn-Dixie's chapter 11cases from Manhattan to Jacksonville. On April 14, 2005, Winn-Dixie and its debtor-affiliates filed for chapter 11 protection inM.D. Florida (Case No. 05-03817 to 05-03840). D.J. Baker, Esq.,at Skadden Arps Slate Meagher & Flom LLP, and Sarah RobinsonBorders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,represent the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they listed$2,235,557,000 in total assets and $1,870,785,000 in total debts.(Winn-Dixie Bankruptcy News, Issue No. 17; Bankruptcy Creditors'Service, Inc., 215/945-7000).WINN-DIXIE: Revises Employee Retention Programs as a Compromise---------------------------------------------------------------As previously reported, Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for theMiddle District of Florida to implement two employee programs: (a) An expanded key employee retention plan tailored to the Debtors' retention needs during the course of their Chapter 11 cases, which will replace their existing retention plan and provide for periodic retention payments to certain key employees; and (b) A severance program covering all employees, which will formalize the Debtors' severance practices under a comprehensive program while eliminating any enhanced severance benefits upon a change in control or other severance entitlements pursuant to any preexisting arrangement. Responses(1) U.S. TrusteeThe United States Trustee for Region 21 contends that theproposed benefits under the Chapter 11 Retention Plan and theCorporate Benefits Severance Program are excessive anddiscriminate in favor of top-level management employees.The U.S. Trustee is aware that changes have resulted based onnegotiations with the Official Committee of Unsecured Creditorsto both the Chapter 11 Retention Plan and the Corporate BenefitsSeverance Program.The U.S. Trustee is in the process of reviewing the negotiatedchanges made to the Chapter 11 Retention Plan and the CorporateBenefits Severance Program.The U.S. Trustee preserves her right to amend the objection afterreviewing the negotiated changes to the Chapter 11 Retention Planand the Corporate Benefits Severance Program.(2) Richard EhsterAccording to the Debtors' statement of financial affairs, duringthe one-year prior to the Petition Date, they gave bonuses andcontingent cash payments to insiders: Bonus and Total Earnings Contingent Including Bonus and Insiders Cash Payment Contingent Cash Payment -------- ------------ ----------------------- Laurence Appel $272,224 $887,844 David Henry 214,948 719,115 Richard Judd 455,868 864,639 Frank Lazraan 3,172,583 8,380,925 Peter Lynch 1,545,000 1,785,245 Mark Matta 386,468 1,415,366 Richard McCook 44,957 2,095,599 Paul Novak 286,998 722,609 Bennett Nussbaum 632,849 1,211,515 Karen Salem 344,541 701,969 Dennis Sheehan 1,206,499 John Sheehan 202,400 797,845Furthermore, the Debtors' corporate benefits severance programwill provide for severance benefits for each of the Debtors'executives and employees during the Chapter 11 case. Accordingto the Debtors, "assuming a worst case scenario in which allstores are closed and all executives and employees areterminated, the estimated maximum cost of the corporate severancebenefit program will be $119,624,611.80 . . ." Under theprogram, the vast majority of the employees will receive between$100 and six weeks' salary as severance benefits. The ChiefExecutive Officer and Vice Presidents will receive between oneand three times annual salary plus target bonus.Richard Ehster contends that the Debtors' proposal for bonus andseverance payments violates virtually every restriction under theBankruptcy Abuse Prevention and Consumer Protection Act of 2005.Among other things, a "retention payment" to an insider requiresa finding by the court based on evidence in the record that: a. the person has a bona fide job offer from another business at the same or a greater rate of compensation; b. the services of the person are essential to survival of the business; and c. in no event may the proposed payment exceed 25% of the amount of any similar transfer made to the insider for any purpose during the calendar year before the year in which the transfer is made.Similarly, the Debtors' proposal fails to satisfy the limitationsimposed on severance payments. The amount of the payment toinsiders may not exceed 10 times the amount of the mean severancepay given to non-management employees during the calendar year inwhich the payment is made.(3) Trade VendorsIn light of the current posture of the proceedings and theDebtors' business operations, 13 Trade Vendors have inquired asto the position of the Official Committee of Unsecured Creditorson the Motion. The Trade Vendors hope to obtain a response andunderstand that further details may be provided by the Debtors.The Trade Vendors are: * The Clorox Sales Co., * ConAgra Foods, Inc., * Conopco, Inc., * Frito-Lay, Inc., * General Mills Inc., * Kraft Foods Global, Inc., * Masterfoods USA, a division of Mars, Inc., * Nestle USA, Inc., * Pepsi Bottling Group, * The Procter & Gamble Distributing Co., * Quaker Sales & Distribution, Inc., * Sara Lee Corporation, and * S. C. Johnson & Son, Inc.(4) Michael E. NixonMichael E. Nixon, a former employee of Winn-Dixie Stores, Inc.,objects to the Debtors' paying $13 million in retention bonuses.The largest pay-out, Mr. Nixon says, will be made to individualson the management team who played a role in driving the Debtorsin Chapter 11 in the first place.According to Mr. Nixon, it does not make sense that themanagement team has to have consultants guiding them throughChapter 11, but Winn-Dixie cannot afford to lose anyone on theteam while they are being guided through Chapter 11.Mr. Nixon cites the new bankruptcy law that goes into effect inOctober 2005. "I understand, under the new law, retentionbonuses are restricted to the point that to qualify for one, anindividual has to have documented proof of another offer," Mr.Nixon notes. "I believe Congress enacted this law for a goodreason. It is the right thing to do."Mr. Nixon asks the Court to deny retention bonuses for amanagement team that has a track record of poor performance.(5) Richard SolowayRichard Soloway, a 69-year old retired, former Winn-Dixieemployee, is concerned that his small SRP Benefits are in dangerof being wiped out by the Debtors' bankruptcy."I am appalled that Winn-Dixie wants to set aside this hugeamount of money to retain key executives, so that theseexecutives will help turn the company around," Mr. Soloway says."These are the same key executives that . . . contributed to thedownfall of the company."Mr. Soloway believes that the Debtors should use the funds tohelp save retiree benefits instead. Debtors CompromiseThe Debtors make modifications and clarifications to the Chapter11 Retention Plan and the Severance Program as a result ofnegotiations with the Committee and efforts to accommodate theconcerns raised by other parties-in-interest.A. Retention PlanThe Chapter 11 Retention Plan originally provided for payment ofretention incentives to participating key employees ranging from25% to 150% of their annual salaries. Under the modified Chapter11 Retention Plan, the proposed Retention Incentive of 150% ofannual salaries will be reduced to 100% of annual salaries.Retention Incentives would be paid according to this schedule: (a) 25% paid upon approval of the Chapter 11 Retention Plan by the Court; (b) 25% paid on November 15, 2005; (c) 25% paid on the earlier of: (i) the date of confirmation of a plan of reorganization in the Debtors' cases; or (ii) March 15, 2006; and (d) 25% paid 90 days following the effective date of a confirmed plan of reorganization in the Debtors' Chapter 11 cases.Under the modified Chapter 11 Retention Plan, the Debtors' plantmanagers would receive Retention Incentives equal to 20 weeks' oftheir salaries. Payment of the Retention Incentives to the PlantManagers would occur according to this schedule: (a) 25% paid upon approval of Chapter 11 Retention Plan by the Court; and (b) 75% paid upon the Plant Managers' termination by the Debtors without cause.Under the modified Chapter 11 Retention Plan, the Debtors wouldnot provide Retention Incentives for future hires, provided thatthe Debtors would retain the right to seek approval to payincentives after good faith consultation with the Committee andthe Lenders to the DIP Agreement.The Debtors would further reduce the cost of the modified Chapter11 Retention Plan by $300,000 but would retain discretion indetermining how those reductions are allocated.The Debtors estimate that total payments would not exceed$12,177,093.The rights to payment of Key Employees would be subordinate tothe Lenders' liens, claims and rights to payment under the DIPFacility.B. Corporate Benefits Severance ProgramSeverance benefits for Key Employees have been modified: Key Employee Severance Benefit ------------ --------------------------------------- CEO 2 x (annual base salary + target bonus) Senior VP 1.5 x annual base salary only VPs 1 year's annual base salary onlyFurthermore, the severance benefits of employees in tiers 5through 10 would be paid under a supplemental unemploymentbenefits plan.The Plant Managers Severance Benefits would be equal to thegreater of (i) 4 weeks' salary and (ii) 1 week's salary per yearof service with a maximum of 12 weeks' salary, each subject tothe terms of the SUB Plan and any limitations and requirementsimposed by the Internal Revenue Service on those plans.Payment of severance benefits would take the form of: (a) a lump sum cash payment for those employees in tiers 1 through 4 and tier 11; and (b) salary continuation for those employees listed in tiers 5 through 10.The modified Corporate Benefits Severance Program would remain inplace through the first anniversary of the effective date of aconfirmed plan of reorganization in the Debtors' Chapter 11cases.Until final Retention Incentive payments have been made under theChapter 11 Retention Plan, any severance benefit payable to a KeyEmployee -- except for severance benefits payable to PlantManagers -- would be reduced by the amount of Retention Incentivepayments that the Key Employee has actually received under theChapter 11 Retention Plan. However, after final RetentionIncentive payments under the Chapter 11 Retention Plan have beenmade, payment of severance benefits to Key Employees would not beoffset against Retention Incentives paid to those employees.The estimated maximum cost of the modified Corporate SeveranceBenefits Program would be $113,873,920.The rights to payment of any employees or any other person underthe Corporate Benefits Severance Plan would be subordinate toLenders' liens, claims and rights to payment under the DIPFacility.Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.-- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across theSoutheastern United States and in the Bahamas and employsapproximately 90,000 people. The Company, along with 23 of itsU.S. subsidiaries, filed for chapter 11 protection on Feb. 21,2005 (Bankr. S.D.N.Y. Case No. 05-11063). The Honorable JudgeRobert D. Drain ordered the transfer of Winn-Dixie's chapter 11cases from Manhattan to Jacksonville. On April 14, 2005, Winn-Dixie and its debtor-affiliates filed for chapter 11 protection inM.D. Florida (Case No. 05-03817 to 05-03840). D.J. Baker, Esq.,at Skadden Arps Slate Meagher & Flom LLP, and Sarah RobinsonBorders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,represent the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they listed$2,235,557,000 in total assets and $1,870,785,000 in total debts.(Winn-Dixie Bankruptcy News, Issue No. 16; Bankruptcy Creditors'Service, Inc., 215/945-7000).WINN-DIXIE: July 14 Deadline to Bid on 323 Store Locations----------------------------------------------------------Since filing for bankruptcy protection, Winn-Dixie Stores, Inc.,and its debtor-affiliates and their financial advisors havecontinued to analyze all of the Debtors' stores, includingeach store's market share, cash flow, profitability, real estatequality and financial outlook. Based on this analysis, theDebtors have identified 323 stores, which are located in coremarket areas but remain unprofitable and should be sold orclosed.A schedule identifying each of the 323 stores the Debtors want tosell or close, together with a summary description of therelevant lease, the lease term, and the identity of the landlordis available for free at: http://bankrupt.com/misc/wd_targeted_stores.pdfA schedule reflecting the inventory available for purchase ateach of the Targeted Stores is available for free at: http://bankrupt.com/misc/wd_store_inventory.pdfD.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, inNew York, tells the Court that when the Targeted Stores are soldor closed, the Debtors will operate a total of 589 stores inFlorida, Alabama, Louisiana, Mississippi and Georgia. TheDebtors believe that this strategic restructuring will bestposition them for long-term financial health.Since the Petition Date, the Debtors have extensively marketedthe Targeted Stores with the purpose of selling rather thanclosing the stores. The Debtors have retained three brokeragecompanies to assist them in these marketing efforts, each ofwhich has its own area of marketing expertise: * The Blackstone Group has and will continue to market the Targeted Stores to other national grocery chains; * The Food Partners has and will continue to market the Targeted Stores to smaller grocers; and * DJM Asset Management has and will continue to market the Targeted Stores to non-grocers.Mr. Baker relates that since being retained, these brokers havedirectly contacted over 500 potential purchasers.On April 26, 2005, the Debtors established an Internet Web siteas a part of their efforts to market the Targeted Stores.Potential purchasers may access the Merrill Site after signing aconfidentiality agreement. The Merrill Site contains informationon each of the Targeted Stores, including financial performanceinformation, copies of the applicable leases and amendments, asite and fixture plan for each store, a summarized environmentalassessment, a form asset purchase agreement and a proposed saleorder, and, when available, real property title information. 79 Preliminary Sale AgreementsAs of June 30, 2005, the Debtors have received bids from nationalgrocery chains and smaller grocers, regarding 79 of the TargetedStores. Many of the Enterprise Purchasers bid on groups ofstores and many of these groups overlap. The Debtors and theirfinancial advisors have analyzed the bids, consulted with thelegal and financial advisors to the Official Committee ofUnsecured Creditors and Wachovia Bank, National Association, inits capacity as administrative agent and selected 20 of thesebidders as stalking horse Enterprise bidders.A schedule identifying each Stalking Horse Enterprise Bid,together with a summary of their bid terms is available for freeat: http://bankrupt.com/misc/wd_stalking_horse_bids.pdfThe Debtors will provide each landlord who has a lease with aStalking Horse Enterprise Bid with a copy of the bid byelectronic or overnight delivery. In connection with any bid,the landlord will receive the proposed purchase agreement and adeclaration regarding financial performance.Accordingly, the Debtors seek the Court's authority to sell theTargeted Stores to an Enterprise Purchaser for the highest orbest offer. For each of the Targeted Stores with a StalkingHorse Enterprise Bid, the Debtors seek the Court's authority tosell the Targeted Store and assume and assign the relevant leaseto the identified Stalking Horse Enterprise Bidder, subject to ahigher or better offer. For each of the Targeted Stores with noStalking Horse Enterprise Bid, the Debtors seek the Court'sauthority to sell the Targeted Store and assume and assign theapplicable lease for the highest or best offer, which the Debtorsreceive from Enterprise Purchasers at or before the Auction. Ifno bid is received from an Enterprise Purchaser for any one ormore Targeted Stores, the Debtors will withdraw the motion as tothe Targeted Stores and may continue to market the stores. Bidding & Auction ProceduresIn the marketing process and Auction, the Debtors will complywith the Court-approved bidding procedures. Any bidder who wantsto submit a competing bid, or, if no bid has been made as to aparticular asset, an initial bid on any Targeted Store, must doso by 5:00 p.m. E.T. on July 14, 2005. A qualified bidder mustexecute an asset purchase agreement.The Purchase Agreement provides for the assumption and assignmentof the relevant lease to the Purchaser. The Debtors will pay anyundisputed cure amount due at closing. A list containing thecure amounts that the Debtors believe are owed is available forfree at: http://bankrupt.com/misc/wd_cure_amounts.pdfLandlords who dispute the cure amount or other proposed cure fortheir lease or contract must file with the Court and serve on theDebtors an objection on or before July 14, 2005.The Debtors will hold an Auction on July 18 and 19, 2005, at10:00 a.m. E.T. at the offices of Skadden, Arps, Slate, Meagher &Flom LLP, in Times Square, New York.At the conclusion of the Auction, the Debtors will determine,after consultation with the DIP Lender Agent Representatives andthe Committee's professionals, which, if any, is the highest orbest offer by an Enterprise Purchaser for any particular store orgroup of stores. The Debtors will file the proposed purchaseagreement for each Successful Enterprise Bid and serve within 24hours of the conclusion of the Auction a copy of the proposedpurchase agreement and a declaration regarding adequate assuranceof future performance on: (i) the landlord for the relevant store; (ii) the Committee's Professionals; (iii) the U.S. Trustee; and (iv) the DIP Lender Agent Representatives.A hearing to approve the Successful Enterprise Bid(s) will beheld on July 27, 28 or 29, 2005. The Debtors may continue tomarket all unsold Targeted Stores.Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.-- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across theSoutheastern United States and in the Bahamas and employsapproximately 90,000 people. The Company, along with 23 of itsU.S. subsidiaries, filed for chapter 11 protection on Feb. 21,2005 (Bankr. S.D.N.Y. Case No. 05-11063). The Honorable JudgeRobert D. Drain ordered the transfer of Winn-Dixie's chapter 11cases from Manhattan to Jacksonville. On April 14, 2005, Winn-Dixie and its debtor-affiliates filed for chapter 11 protection inM.D. Florida (Case No. 05-03817 to 05-03840). D.J. Baker, Esq.,at Skadden Arps Slate Meagher & Flom LLP, and Sarah RobinsonBorders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,represent the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they listed$2,235,557,000 in total assets and $1,870,785,000 in total debts.(Winn-Dixie Bankruptcy News, Issue No. 17; Bankruptcy Creditors'Service, Inc., 215/945-7000).WORLDCOM INC: Court Approves Touch America Settlement Agreement---------------------------------------------------------------WorldCom, Inc., its debtor-affiliates, Touch America Holdings,Inc., and its affiliates were parties to certain agreementspursuant to which both parties provided telecommunicationsservices to each other. The WorldCom Contracts included a Systemsand Capacity Agreement dated May 21, 1996, as amended.On June 19, 2003, Touch America and its affiliates filed voluntaryChapter 11 petitions in the United States Bankruptcy Court for theDistrict of Delaware. WorldCom's ClaimsWorldCom filed Claim No. 202 in the Touch America Debtors'bankruptcy cases, asserting a prepetition unsecured claim for$3,133,237, allegedly owed by Touch America under the WorldComAgreements.On December 16, 2003, the WorldCom Debtors sought the Court'sauthority to set off amounts they owed to Touch America againstthe amounts owed by Touch America to them.The WorldCom Debtors asserted that Touch America owed them morethan $1,134,041 on account of an administrative claim forpostpetition services they provided to Touch America. Thus, onMarch 26, 2004, the WorldCom Debtors asked the Delaware Court to: (a) lift to automatic stay to terminate contracts for postpetition defaults; and (b) compel immediate payment of the administrative expense claim in the Touch America cases. Touch America's ClaimsThe Touch America Debtors filed two proofs of claim in theWorldCom bankruptcy cases: -- Claim No. 22581 for $954,203, for telecommunications services rendered by the Touch America Debtors to the WorldCom Debtors pursuant to the Systems and Capacity Agreement; and -- Claim No. 23460 in an unliquidated amount as the assignee of Qwest Communications Corp. under a certain telecommunications agreement between Qwest and WorldCom.Brent C. Williams, the plan trustee for the Touch AmericaHoldings Liquidating Trust, also asserted that MCI, Inc., assuccessor-in-interest to WorldCom, owes approximately $895,964 toTouch America on account of postpetition services under theSystems and Capacity Agreement.On November 12, 2004, the Touch America Plan Trustee asked theNew York Court to compel payment of the cure claim.The Touch America Plan Trustee asserted that the Systems andCapacity Agreement was assumed pursuant to the WorldCom Plan ofReorganization. Thus, on November 12, 2004, the Plan Trusteeasked the New York Court to compel payment of the cure claim.MCI objected to the Touch America Debtors' prepetition claims.To resolve their disputes, MCI and the Plan Trustee stipulate andagree that: (a) The Plan Trustee will pay $1.1 million to MCI by wire transfer to Bank One, Account No. 5800501; (b) Upon the Delaware Court's final approval of the Settlement, in the Touch America cases: * The MCI Setoff Motion will be deemed withdrawn; * The Plan Trustee's limited objection to MCI's claims will be deemed resolved; * WorldCom Claim No. 202 will be deemed withdrawn, with prejudice; and * WorldCom's Administrative Claim Motion will be deemed withdrawn, with prejudice. (c) In the WorldCom cases: * The Touch America Motion to Compel will be deemed withdrawn; * The MCI Claims Objections will be deemed resolved; and * The Touch America Prepetition Claim will be deemed withdrawn, with prejudice.Judge Gonzalez approves the parties' stipulation.Headquartered in Clinton, Mississippi, WorldCom, Inc., now knownas MCI -- http://www.worldcom.com/-- is a pre-eminent global communications provider, operating in more than 65 countries andmaintaining one of the most expansive IP networks in the world.The Company filed for chapter 11 protection on July 21, 2002(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, theDebtors listed $103,803,000,000 in assets and $45,897,000,000 indebts. The Bankruptcy Court confirmed WorldCom's Plan onOctober 31, 2003, and on April 20, 2004, the company formallyemerged from U.S. Chapter 11 protection as MCI, Inc. (WorldComBankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,Inc., 215/945-7000)W.R. GRACE: Gets Court OK to Contribute $1.3MM to Chattanooga Plan------------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware gave seekW.R. Grace & Co. and its debtor-affiliates permission to to make a$1,306,615 one-time contribution to meet their obligations toamend and increase benefits under the Chattanooga Union PensionPlan, in accordance with a "reopener clause" that is part of theircollective bargaining agreement with the Chattanooga Union.As reported in the Troubled Company Reporter on June 17, 2005, atits production site in Chattanooga, Tennessee, W.R. Grace &Co.-Conn., Grace Davison, manufactures raney catalyst, rare earthchemicals and other products. The rare earth chemicals producedat Chattanooga are used as raw materials in the manufacture offluid cracking catalysts and additives at the Debtors' Davisonplants in Lake Charles, Curtis Bay and Valleyfield (Canada). TheChattanooga site employs 80 hourly and salaried employees, whichis approximately 8.5% of Davison's workforce in the UnitedStates.United Steelworkers of America, Local 14087, currently represents50 of the hourly employees at Chattanooga. The Chattanooga Unionhas represented the hourly workforce since the late 1950s.Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones& Weintraub P.C., in Wilmington, Delaware, explained that theChattanooga Union Pension Plan is a defined-benefit pension plan,which satisfies the qualification requirements under Section410(a) of the Internal Revenue Code. The "plan year" applicableto the Plan is a calendar year. The Chattanooga Plan is fundedwith employer contributions, in accordance with Section 412 ofthe Internal Revenue Code, and therefore does not requireemployee contributions. Moreover, the Plan is a "flat-dollarunit benefit plan," which provides a specific dollar amount foreach year of service, commencing at age 62, which is paid in theform of an annuity over the life of the retired employee.As of January 1, 2005, the estimated "current liability" underthe Chattanooga Union Pension Plan totaled $3,629,000, and the"actuarial value" of plan assets totaled $2,790,000. Inaddition, the "market value" of plan assets totaled $2,960,000.Ms. Jones stated that under the currently applicable benefitformula, an eligible Chattanooga Employee would be entitled to a$38 lifetime annuity, commencing at age 62, for each year ofeligible service under the Chattanooga Union Pension Plan.Ms. Jones related that while negotiating with the ChattanoogaUnion in May 2004, the Debtors realized that the Union wasunlikely to enter into a final agreement with them that wouldpreclude the possibility of a strike, unless they committed toincrease pension benefits under the Chattanooga Union PensionPlan. The Debtors did not wish to agree to increase pensionbenefits at Chattanooga at that time, but they also wanted toreach a final agreement that would eliminate the possibility of astrike. The Debtors addressed the Union's pension demand byagreeing to the Chattanooga Reopener, without any commitment toincrease pensions at that time. The final result was the 2004Chattanooga Union Agreement, which is a four-year agreement thatincludes a "no strike" clause and the Chattanooga Reopener.Under the Chattanooga Reopener, the Chattanooga Union has theauthority to require an increase in the monthly pension benefitsfrom $38 to $50 per year of service under the Chattanooga UnionPension Plan, representing a 31.5% increase in exchange for asimultaneous decrease in hourly wages equal to $0.89 per hour.The Debtors estimate that the Wage Reductions will save themapproximately $130,000 per year in wages.The Chattanooga Union has already informed the Debtors of itsintention to exercise its authority under the ChattanoogaReopener.For them to implement the pension increases under the ChattanoogaReopener, the Debtors are required to make a contribution to theChattanooga Union Pension Plan for $1,306,615, not later thanSeptember 15, 2005, pursuant to Section 401(a)(33) of theInternal Revenue Code.Ms. Jones informed the Court that the exact amount of the RequiredContribution was calculated by the actuary of the ChattanoogaUnion Pension Plan. At this time, the actuary of the ChattanoogaPension Plan estimates that, to comply with the fundingrequirements, the Debtors will not be required to make anyadditional minimum contributions during 2005 or 2006, if the$1,306,615 Contribution is made on a timely basis during 2005.The funds that will be used to pay the Required Contribution willnot be drawn from the Debtors' DIP Credit Facility, but ratherfrom currently available cash and from non-debtor affiliates.The Debtors believe that failing to implement the pension benefitincreases under the Chattanooga Reopener, in exchange for theWage Reductions, would result in labor discord and moraleproblems at Chattanooga, which in turn would result in lostproductivity.Ms. Jones pointed out that Section 401(a)(33) of the InternalRevenue Code generally prohibits the adoption of any amendment toincrease or enhance benefits under a defined benefit pensionplan, during the period that the employer is a debtor in abankruptcy case, unless the amendment would have a funded currentliability percentage of 100% or more.The Funded Exception would apply to the pension increases underthe Chattanooga Reopener if the Debtors make the RequiredContribution on time. In that case, under Section 412(c)(10) ofthe Internal Revenue Code, the Required Contributions would bedeemed to have been made on December 31, 2004, for purposes ofcalculating the "funded current liability percentage" under theFunded Exception, for the 2004 plan year. The pension increasesunder Chattanooga Reopener would be adopted effective on or afterJanuary 1, 2005, and, as of adoption, the Funded Exception wouldbe satisfied for the Chattanooga Union Pension Plan.Headquartered in Columbia, Maryland, W.R. Grace & Co. --http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, andcontainer products globally. The Company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001(Bankr. Del. Case No. 01-01139). James H.M. Sprayregen, Esq.,at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,Stang, Ziehl, Young, Jones & Weintraub, P.C., represent theDebtors in their restructuring efforts. (W.R. Grace BankruptcyNews, Issue No. 88; Bankruptcy Creditors' Service, Inc.,215/945-7000)* Alvarez & Marsal Expands Asian Operations-------------------------------------------Alvarez & Marsal, one of the world's premier professional servicesfirms specializing in operational and financial turnaroundmanagement and restructuring, announced that Cos Borrelli, KelvinFlynn, and Neill Poole will be joining the firm as ManagingDirectors and will form the core leadership team for Alvarez &Marsal Asia Limited. The trio will also be joined by their entire80 strong team formerly of RSM Nelson Wheeler Corporate AdvisoryServices Limited from offices based in Hong Kong and Singapore.RSMNW CASL is one of the region's leading corporate recovery andrestructuring, insolvency, forensic accounting and advisory firms.Established for more than ten years in Asia, the team hasextensive advisory experience across Hong Kong, Singapore, China,Japan, Korea, Philippines, Taiwan, Malaysia and Thailand. It hassuccessfully worked on some of the region's high-profile corporatedistress and dispute situations and has a proven track record inestablishing, negotiating and delivering restructuringarrangements and provision of forensic accounting and expertwitness testimony across a wide range of industries.Alvarez & Marsal, founded in 1983, is a leader in providingturnaround and interim management, corporate and creditor advisoryservices in the US and Europe. This major expansion in Asiaprovides the firm with comprehensive global coverage and givesclients access to experienced resources on a global basis.Tony Alvarez, Co-founder of Alvarez & Marsal, commented, "It isclear that the appetite for independent and experienced turnaroundmanagement services in Asia is set to grow strongly, and Alvarez &Marsal is now well suited to meet these emerging needs. Ourdecision to bring on such a highly recognized and experiencedleadership group such as Kelvin, Cos, Neill and their teamprovides Alvarez & Marsal with a unique opportunity to positionourselves as the global leader in this area."Alvarez & Marsal's expansion into Asia reflects a change in themarket place for insolvency and restructuring services and, inparticular the increasing conflicts arising from Sarbanes-Oxleylegislation requirements for greater corporate governance andindependence. Asian companies are increasingly recognizing thebenefit of the early intervention crisis management and profitimprovement services offered by the firm.Kelvin Flynn, Managing Director added, "This strategic decision tojoin Alvarez & Marsal reflects our view that the traditionalinsolvency and restructuring business in Asia has shifted. We aremore than just liquidators. Increasingly we are getting involvedin turnaround and operational restructurings, and combining ourlocal knowledge and experience with Alvarez & Marsal's servicelines and global reach makes a great deal of sense for us and ourclients.Cos Borrelli, Managing Director added, "Moving our operations intoAlvarez & Marsal will not only increase the firm's internationalpresence, but will enable us to better serve our US and Europeanheadquartered clients who have operations in Asia. Our clients -both corporate debtors and creditors alike - now have unparalleledaccess to the full range of advisory and workout services, on aglobal basis."Neill Poole, Managing Director added, "The tighter regulation ofmulti-national corporations in the United States and Europe isincreasingly affecting companies in the Asia Pacific region. Inaddition, the growth in Asian markets is likely to result in moredisputes between foreign and local investors and trading partners.We can see a great deal of synergy arising from the combination ofour experience of assisting companies in the Asia Pacific regionwith their resolution of disputes and regulatory issues andAlvarez & Marsal's dispute resolution and forensic accountingexperience internationally." About Kelvin Flynn, Cos Borrelli and Neill PooleKelvin Flynn, Cos Borrelli and Neill Poole established The RSMNelson Wheeler Corporate Advisory Services business in 1995. Itbecame one of the leading specialist corporate recovery andrestructuring, insolvency, forensic accounting and advisorypractices in the Asia Pacific region. Its professionals have beendrawn from Hong Kong, the PRC, Singapore, Malaysia, Australia, theUnited Kingdom, Thailand and the United States.The team has worked on numerous high-profile assignmentsincluding: * Akai - US$1 billion international liquidation and investigation * Benpres - US$550 million debt workout * CCP - restructuring and sale of Chinese power stations * Forefront - turnaround and interim management of Scania's distributor for Greater China * GSTZ - China recovery * Hong Kong Pharmaceuticals - turnaround and debt restructuring * I-China - restructuring and asset injection * Jinro HK - "IFR's Debt Restructuring of the Year for 2004", US$3.2 billion international M&A * Seapower - restructuring * SK Global - provisional liquidation and US$900 million debt restructuring * Tai Kam Construction - transfer of Government construction licenses * Thai Petrochemical Industries - US$3.8 billion operational and debt restructuring * TRI /Celcom - US$50 million debt restructuring of Malaysia's largest mobile phone company * Wing Fai Limited - novation of contracts and liquidation * Zhu Kuan Group - debt restructuring About Alvarez & MarsalFounded in 1983, Alvarez & Marsal is a leading global professionalservices firm with expertise in guiding underperforming businessesthrough complex operational and financial challenges. The firm hasbeen at the forefront of leading complex turnaround andrestructuring initiatives with professionals based in locationsacross the Unites States, Europe, Asia and Latin America. Thefirm attracts and deploys senior operating and consulting talentwith diverse cultural and multi-lingual backgrounds to solveproblems and unlock corporate value. With a bias toward hands-onexecution, Alvarez & Marsal draws on its strong operationalheritage to implement solutions and deliver results for corporateand public sector organizations as well as owners, investors andstakeholders of organizations.Through more than 500 professionals worldwide, Alvarez & Marsaldelivers Turnaround Management Consulting; Crisis and InterimManagement, Profit and Performance Improvement; Creditor andLender Advisory; Financial Advisory; Dispute Analysis and ForensicInvestigations; Real Estate Advisory; Tax Advisory; and BusinessConsulting.* Alvarez & Marsal Hires Three Professionals for Asia Office------------------------------------------------------------Alvarez & Marsal, one of the world's premier professional servicesfirms specializing in operational and financial turnaroundmanagement and restructuring, reported that Cos Borrelli, KelvinFlynn, and Neill Poole will be joining the firm as ManagingDirectors and will form the core leadership team for Alvarez &Marsal Asia Limited. The trio will also be joined by their entire80 strong team formerly of RSM Nelson Wheeler Corporate AdvisoryServices Limited from offices based in Hong Kong and Singapore.RSMNW CASL is one of the region's leading corporate recovery andrestructuring, insolvency, forensic accounting and advisory firms.Established for more than ten years in Asia, the team hasextensive advisory experience across Hong Kong, Singapore, China,Japan, Korea, Philippines, Taiwan, Malaysia and Thailand. It hassuccessfully worked on some of the region's high-profile corporatedistress and dispute situations and has a proven track record inestablishing, negotiating and delivering restructuringarrangements and provision of forensic accounting and expertwitness testimony across a wide range of industries.Alvarez & Marsal, founded in 1983, is a leader in providingturnaround and interim management, corporate and creditor advisoryservices in the US and Europe. This major expansion in Asiaprovides the firm with comprehensive global coverage and givesclients access to experienced resources on a global basis.Tony Alvarez, Co-founder of Alvarez & Marsal, commented, "It isclear that the appetite for independent and experienced turnaroundmanagement services in Asia is set to grow strongly, and Alvarez &Marsal is now well suited to meet these emerging needs. Ourdecision to bring on such a highly recognized and experiencedleadership group such as Kelvin, Cos, Neill and their teamprovides Alvarez & Marsal with a unique opportunity to positionourselves as the global leader in this area."Alvarez & Marsal's expansion into Asia reflects a change in themarket place for insolvency and restructuring services and, inparticular the increasing conflicts arising from Sarbanes-Oxleylegislation requirements for greater corporate governance andindependence. Asian companies are increasingly recognizing thebenefit of the early intervention crisis management and profitimprovement services offered by the firm.Kelvin Flynn, Managing Director added, "This strategic decision tojoin Alvarez & Marsal reflects our view that the traditionalinsolvency and restructuring business in Asia has shifted. We aremore than just liquidators. Increasingly we are getting involvedin turnaround and operational restructurings, and combining ourlocal knowledge and experience with Alvarez & Marsal's servicelines and global reach makes a great deal of sense for us and ourclients.Cos Borrelli, Managing Director added, "Moving our operations intoAlvarez & Marsal will not only increase the firm's internationalpresence, but will enable us to better serve our US and Europeanheadquartered clients who have operations in Asia. Our clients -- both corporate debtors and creditors alike -- now haveunparalleled access to the full range of advisory and workoutservices, on a global basis."Neill Poole, Managing Director added, "The tighter regulation ofmulti-national corporations in the United States and Europe isincreasingly affecting companies in the Asia Pacific region. Inaddition, the growth in Asian markets is likely to result in moredisputes between foreign and local investors and trading partners.We can see a great deal of synergy arising from the combination ofour experience of assisting companies in the Asia Pacific regionwith their resolution of disputes and regulatory issues andAlvarez & Marsal's dispute resolution and forensic accountingexperience internationally."Founded in 1983, Alvarez & Marsal is a leading global professionalservices firm with expertise in guiding underperforming businessesthrough complex operational and financial challenges. The firmhas been at the forefront of leading complex turnaround andrestructuring initiatives with professionals based in locationsacross the Unites States, Europe, Asia and Latin America. Thefirm attracts and deploys senior operating and consulting talentwith diverse cultural and multi-lingual backgrounds to solveproblems and unlock corporate value. With a bias toward hands-onexecution, Alvarez & Marsal draws on its strong operationalheritage to implement solutions and deliver results for corporateand public sector organizations as well as owners, investors andstakeholders of organizations.Through more than 500 professionals worldwide, Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- delivers Turnaround Management Consulting; Crisis and Interim Management, Profit and PerformanceImprovement; Creditor and Lender Advisory; Financial Advisory;Dispute Analysis and Forensic Investigations; Real EstateAdvisory; Tax Advisory; and Business Consulting. *********Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated 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 withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements email@example.com Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday editionof the TCR.For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof 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 NTroubled Company Reporter is a daily newsletter co-published byBankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence PatrickF. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,Jr., and Peter A. Chapman, Editors.Copyright 2005. All rights reserved. ISSN: 1520-9474.This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.The TCR subscription rate is $675 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firmfor the term of the initial subscription or balance thereof are$25 each. For subscription information, contact Christopher Beardat 240/629-3300. *** End of Transmission ***