TCR_Public/070222.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, February 22, 2007, Vol. 11, No. 45

                             Headlines

ACURA PHARMACEUTICALS: Completes Drawn Down of $2 Mil. Financing
ADELPHIA COMMS: Commences Initial Distributions To Creditors
ADELPHIA COMMS: Wants ESPN's $210 Million Admin. Claims Denied
ADVANCED MARKETING: Bid Procedures on Sale of Assets Approved
ADVANCED MULTI: U.S. Trustee Appoints Three-Member Official Panel

ADVANCED MULTI: Gets Interim Court Approval of DIP Financing
ALEXIS NIHON: Terminates Combination Agreement With Cominar
AMERICAN COLOR: Poor Performance Cues S&P's Junk Credit Rating
AMF BOWLING: Earns $261,000 in Quarter Ended December 31
AVITAR INC: December 31 Balance Sheet Upside-Down by $8.9 Million

AZCO MINING INC: Stark Winter Schenkein Raises Going Concern Doubt
BANC OF AMERICA: Moody's Holds B1 Rating on Class X-LHN Certs.
BANCAFE INT'L: $51 Million Pact with RCM Administrator Approved
BIOTECH RESEARCH: Moody's Rates $235 Mil. Senior Facilities at B1
C and C PROPERTIES: Voluntary Chapter 11 Case Summary

CALPINE CORP: Board Says HCP's Offer Still Superior to Khanjee's
CATHOLIC CHURCH: Davenport Wants to Hire Three Real Estate Agents
CATHOLIC CHURCH: Spokane Wants Claims Figured For Voting Purposes
CATHOLIC CHURCH: Court OKs Kate Pflaumer as Spokane Tort Reviewer
CELESTICA INC: Yourman Represents Shareholders in Class Suit

CELLSTAR CORP: Earns $4.8 Million in Fiscal Year Ended November 30
CENTURY ALUMINUM: Posts $119.1 Million Net Loss in 4th Qtr. 2006
CHARTER COMM: Taps J.P. Morgan, et al. to Expand $6.85BB Facility
CHASE MORTGAGE: Fitch Affirms Low-B Ratings on 10 Cert. Classes
CHATTEM INC: Earns $45.1 Million in Year Ended Nov. 30, 2006

CIFC FUNDING: S&P Rates $17 Million Class B-2L Certificates at BB
COHR HOLDINGS: Moody's Assigns B2 Corporate Family Rating
COINMACH SERVICE: Earns $860,000 in Third Quarter 2007
DAYTON SUPERIOR: Dec. 31 Balance Sheet Upside-Down by $101 Million
DERRICK PATTERSON: Case Summary & 15 Largest Unsecured Creditors

EAGLE INSURANCE: New Jersey Superior Court Approves Rehabilitation
EARTHSHELL CORP: Section 341(a) Meeting Scheduled on February 27
EARTHSHELL CORP: U.S. Trustee Appoints Three-Member Official Panel
EARTHSHELL CORP: Official Committee Taps Arent Fox as Counsel
ELIZABETH ARDEN: Reports 18.8% Increase in Sales for 2nd Q FY 2007

EMI GROUP: WMG Shareholders Needn't Notify Interests Over EMI Deal
EMTA HOLDINGS: Appoints James G. MacNeil Jr. as VP for R&D
ENESCO GROUP: U.S. Trustee Appoints Three-Member Official Panel
ENESCO GROUP: Committee Retains Adelman & Gettleman as Counsel
FURNITURE BRANDS: Moody's Cuts Rating on $400 Mil. Facility to Ba1

GALAXY NUTRITIONAL: Dec. 31 Balance Sheet Upside-Down by $2 Mil.
HOLLY MARINE: Hires Marwedel Minichello as Special Counsel
HOLLY MARINE: U.S. Trustee Appoints Five-Member Official Committee
HUE LY: Case Summary & 11 Largest Unsecured Creditors
LE NATURE'S INC: Ch. 11 Trustee Wants Access to Cash Collateral

LE NATURE'S: Trustee Taps Gordon Brothers for Latrobe Plant Sale
LE NATURE'S: Merrill Lynch Wants Cases Converted Back to Chap. 7
MORTGAGE ASSET: Fitch Holds B Rating on Class 15-B-5 Certificates
MORTGAGE ASSET: Fitch Holds BB Rating on Class B-I-4 Certificates
MORTGAGE ASSET: Fitch Holds BB Ratings on Class B-4 Certificates

MOVIE GALLERY: Refinancing Cues S&P to Lift Credit Rating to B-
NEW SAIGON: Case Summary & 20 Largest Unsecured Creditors
PACIFIC LUMBER: Region 19 Trustee Wants Venue Moved to California
PACIFIC LUMBER: Selects Blackstone Group as Financial Advisor
PHILOSOPHY INC: Moody's Rates $235 Mil. Senior Facilities at B1

POLYAIR INTER PACK: Voluntarily Delists from AMEX
PT HOLDINGS: Court Sets April 2 as General Claims Bar Date
PT HOLDINGS: U.S. Trustee Appoints Five-Member Official Committee
PT HOLDINGS: Committee Retains Graham & Dunn as Bankruptcy Counsel
QUEBECOR MEDIA: Posts $169.7 Million Net Loss in 2006

RADNOR HOLDINGS: Taps James Carroll as Chief Liquidation Officer
REFCO INC: Judge Drain Approves AIDMA Settlement Agreement
REFCO INC: U.S. Court Approves RCM-Bancafe $51 Million Agreement
REMOTEMDX: Posts $7.8 Million Loss in Quarter Ended December 31
RLM FLOORING: High Court Denies Owner's Chapter 7-to-13 Conversion

ROGERS CABLE: Good Credit Profile Prompts DBRS to Upgrade Rating
ROGERS COMMS: DBRS Lifts Issuer Rating to BB (high) from BB
RONDA LITTLE: Case Summary & Nine Largest Unsecured Creditors
ROUGE INDUSTRIES: Seeks March 20 Exclusive Plan Filing Deadline
SALON MEDIA GROUP: Earns $306,000 in Quarter Ended December 31

SEA CONTAINERS: Committees Seek To Create Info Sharing Protocol
SEA CONTAINERS: GNER Signs GBP20 Mil. Lease to Expand Train Fleet
SERACARE LIFE: Human Clinical Specimen Biz Sale to BioServe Okayed
SHAW COMMUNICATIONS: Good Performance Cues DBRS to Upgrade Ratings
SIRIUS SATELLITE: XM Merger Prompts S&P's Positive CreditWatch

SIRIUS SATELLITE: XM Merger Cues Moody's Developing Outlook
SYNOVICS PHARMACEUTICALS: Miller Ellin Raises Going Concern Doubt
TECO EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
THOMAS BESHORE: Case Summary & 10 Largest Unsecured Creditors
TIME AMERICA: December 31 Balance Sheet Upside-Down by $2.8 Mil.

TRANSAX INTERNATIONAL: Commits to Repay $1.6 Million Investment
UBS BRINSON: Moody's Eyes Downgrade on Junked Senior Notes Rating
VALASSIS COMMUNICATIONS: Earns $51.3 Million in Year Ended Dec. 31
VIDEON CABLESYSTEMS: DBRS Lifts BB(high) Rating on Senior Loan
WARNER MUSIC: Shareholders Need Not Notify Interests Over EMI Deal

XM SATELLITE: Sirius Merger Prompts S&P's Positive CreditWatch
XM SATELLITE: Sirius Merger Cues Moody's Developing Outlook

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ACURA PHARMACEUTICALS: Completes Drawn Down of $2 Mil. Financing
----------------------------------------------------------------
Acura Pharmaceuticals Inc. has completed the draw down of the
$2 million November 2006 bridge funding commitment from
Essex Woodlands Health Ventures V, L.P., Care Capital Investments
II, L.P., Care Capital Offshore Investments II, L.P., Galen
Partners III, L.P., Galen Partners International III, L.P. and
Galen Employee Fund III, L.P.

In November and December 2006 and January 2007, the company had
drawn a total of $1.404 million against the November Bridge Loan
Commitment.

On Feb. 20, 2007, the company received the remainder of
$596,000 under the November Bridge Loan Commitment.  Advances
under the November Bridge Loan Commitment bear interest at the
rate of 10% per annum, are secured by a lien on all assets of the
company and its subsidiary, mature on March 31, 2007 and are
senior to all other company debt.  Including the $596,000 secured,
the company has a total of $8.7 million in bridge loans
outstanding and due on March 31, 2007.

                          Cash Reserves

The company estimates that its current cash reserves will fund
operations through mid-to-late March 2007.  To continue operating
thereafter, the company must raise additional financing or enter
into appropriate collaboration agreements with third parties
providing for cash payments to the company.  No assurance can be
given that the company will be successful in obtaining any such
financing or in securing collaborative agreements with third
parties on acceptable terms that such financing or collaborative
agreements will provide for payments to the company sufficient to
continue funding operations.  In the absence of such financing or
third-party collaborative agreements, the company will be required
to scale back or terminate operations or seek protection under
applicable bankruptcy laws.

                   About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals, Inc.
(OTCBB:ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative and proprietary abuse deterrent, abuse
resistant and tamper resistant formulations intended for use in
orally administered opioid-containing prescription analgesic
products.  Acura is actively collaborating with contract research
organizations for laboratory and clinical evaluation and testing
of product candidates formulated with its Aversion(R) Technology.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 8, 2006,
BDO Seidman LLP expressed substantial doubt about Acura's ability
to continue as a going concern after auditing the company's 2005
financial statements.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficiency at
Dec. 31, 2005.


ADELPHIA COMMS: Commences Initial Distributions To Creditors
------------------------------------------------------------
Pursuant to Adelphia Communications Corp. and its debtor-
affiliates' Plan of Reorganization, which became effective on
Feb. 13, 2007, Quest Turnaround Advisors LLC and its designees
have assumed responsibility for managing the ACOM Debtors and the
implementation of the ACOM Debtors' Plan of Reorganization.  The
ACOM Debtors' Board of Directors was deemed removed pursuant to
that Plan.

Adelphia filed a Form 15 with the U.S. Securities and Exchange
Commission to suspend its reporting obligations under the
Securities Exchange Act of 1934.  Adelphia has begun initial
distributions of cash, shares of Time Warner Cable Inc.'s Class A
Common Stock and Contingent Value Vehicle Interests to certain
classes of Claims.  Actual distributions may vary due to rounding,
ACOM disclosed in a news release.

To calculate the number of initial shares being distributed, ACOM
used a deemed value of $34.63 per share of TWC Stock.

Initial distributions of cash and shares of Time Warner Cable
Class A Common Stock are being made to holders of these classes
of Claims:

                                                      Initially
                                                     Distributed
                                                       Shares
                                                       of TWC
                                            Cash Per  Stock Per
                                            $1,000     $1,000
                                           Principal  Principal
  Class   Description                CUSIP   Amount    Amount
  -----   -----------                ----- --------- -----------
  SD 4    Subsidiary Debtor Trade     N/A       $656    17.00000
          Claims Against ACOM
          Debtors, except for the
          Rigas Managed Entity
          Debtors

  SD 4    Subsidiary Debtor Trade     N/A        512    13.00000
          Claims Against RME
          Debtors

  SD 5    Subsidiary Debtor Other     N/A        498    13.00000
          Unsecured Claims Against
          ACOM Debtors, except RME
          Debtors

  SD 6    9.500% Senior Notes      156503AG9     710     8.11988
          due March 1, 2005,
          issued by Century
          Communications Corp.

  SD 6    8.875% Senior Notes      156503AH7     702     8.02892
          due January 15, 2007,
          issued by Century

  SD 6    8.750% Senior Notes      156503AJ3     686     7.84960
          due October 1, 2007,
          issued by Century

  SD 6    8.375% Senior Notes      156503AK0     698     7.98628
          due November 15, 2017,
          issued by Century

  SD 6    8.375% Senior Notes due  156503AL8     694     7.93325
          December 15, 2007,
          issued by Century

  SD 6    Zero Coupon Senior       156503AN4     415     4.75099
          Discount Notes due         and
          January 15, 2008,        156503AM6
          issued by Century

  SD 6    Zero Coupon Senior       156503AF1     634     7.25468
          Discount Notes due
          March 15, 2003,
          issued by Century

  SD 7    FPL Note Claims Class       N/A        644    15.60615

  SD 8    11.875% Series A Senior  35921QAB0     766    13.77928
          Discount Notes due
          Sept. 15, 2007 issued
          by FrontierVision
          Holdings, L.P.

  SD 8    11.875% Series B Senior  35921XAB5     766    13.77927
          Discount Notes due
          Sept. 15, 2007 issued
          By FrontierVision
          Holdings, L.P.

  SD 9    11.000% Senior           35921LAA3     738    19.11607
          Subordinated Notes due
          October 15, 2006, issued
          by FrontierVision
          Operating Partners, L.P.
          and FrontierVision
          Capital Corp.

  SD 10   10.625% Senior Notes     68162YAC0     761    17.83578
          due November 15, 2006,
          issued by Olympus
          Communications, L.P.,
          and Olympus Capital Corp.

  ACC 3   9-7/8% Senior Debentures 006848AF2     N/A    14.82228
          due March 1, 2005,
          issued by ACOM

  ACC 3   9-1/2% Senior            006848AK1     N/A    14.86590
          Pay-In-Kind Notes
          due February 15, 2004,
          issued by ACOM

  ACC 3   9-7/8% Senior Notes due  006848AP0     N/A    14.82228
          March 1, 2007, issued
          by ACOM

  ACC 3   10-1/2% Senior Notes     006848AR6     N/A    15.04356
          due July 15, 2004,
          issued by ACOM

  ACC 3   9-1/4% Senior Notes due  006848AS4     N/A    14.68304
          October 1, 2002, issued
          by ACOM

  ACC 3   8-3/8% Senior Notes due  006848AU9     N/A    14.85432
          February 1, 2008, issued
          by ACOM

  ACC 3   8-1/8% Senior Notes due  006848AW5     N/A    14.89185
          July 15, 2003, issued
          by ACOM

  ACC 3   7-1/2% Senior Notes due  006848AZ8     N/A    14.85192
          January 15, 2004, issued
          by ACOM

  ACC 3   7-3/4% Senior Notes due  006848BC8     N/A    14.86789
          January 15, 2009, issued
          by ACOM

  ACC 3   7-7/8% Senior Notes due  006848BD6     N/A    14.54261
          May 1, 2009, issued by
          ACOM

  ACC 3   9-3/8% Senior Notes due  006848BE4     N/A    15.19627
          November 15, 2009,
          issued by ACOM

  ACC 3   10-7/8% Senior Notes     006848BF1     N/A    14.73754
          due October 1, 2010,
          issued by ACOM

  ACC 3   10-1/4% Senior Notes     006848BJ3     N/A    15.15036
          due June 15, 2011,
          issued by ACOM

  ACC 3   10-1/4% Senior Notes     006848BK0     N/A    14.59381
          due November 1, 2006,
          issued by ACOM

  ACC 4   ACC Trade Claims            N/A        N/A    11.00000

  ACC 5   ACC Other Unsecured         N/A        N/A    11.00000
          Claims

  ACC 6   6.0% Convertible         006848BG9     N/A         N/A
          Subordinated Notes due
          February 15, 2006,
          issued by ACOM

  ACC 7   3.25% Convertible        006848BH7     N/A         N/A
          Subordinated Notes due
          May 1, 2021, issued by
          ACOM

The estimated additional shares of TWC Class A Common Stock
distributable in connection with the True Up Mechanism contained
in the Plan at three-sample assumed potential values for the TWC
Class A Common Stock are:

                                          Add'l TWC Stock Shares
                                          Per $1,000 Principal
                                          Amnt., At Sample Share
                                          Prices (Distributed
                                          Through the True-Up
                                          Mechanism)
                                          ----------------------
  Class   Description                     $27.70  $34.63  $41.69
  -----   -----------                     ------  ------  ------

  SD 4    Subsid. Debtor Trade Claims    8.00000 3.00000       0
          Against ACOM Debtors, except
          RME Debtors

  SD 4    Subsidiary Debtor Trade        6.00000 2.00000       0
          Claims Against RME Debtors

  SD 5    Subsidiary Debtor Other        6.00000 2.00000       0
          Unsecured Claims Against
          ACOM Debtors, except
          RME Debtors

  SD6     9.500% Senior Notes due        4.09753 1.65405       0
          March 1, 2005, issued by
          Century

  SD 6    8.875% Senior Notes due        4.05163 1.63552       0
          Jan. 15, 2007, issued by
          Century

  SD 6    8.750% Senior Notes due        3.96114 1.59899       0
          Oct. 1, 2007, issued by
          Century

  SD 6    8.375% Senior Notes due        4.03011 1.62683       0
          Nov. 15, 2017, issued by
          Century

  SD 6    8.375% Senior Notes due        4.00335 1.61603       0
          Dec. 15, 2007, issued by
          Century

  SD 6    Zero Coupon Senior Discount    2.39749 0.96779       0
          Notes due Jan. 15, 2008,
          issued by Century

  SD 6    Zero Coupon Senior Discount    3.66092  1.4778       0
          Notes due March 15, 2003,
          issued by Century

  SD 7    FPL Note Claims Class          7.87533 3.17903       0

  SD 8    11.875% Series A Senior        6.95343 2.80689       0
          Discount Notes due
          Sept. 15, 2007,
          issued by FV Holdings

  SD 8    11.875% Series B Senior        6.95343 2.80689       0
          Discount Notes due Sept. 15,
          2007 issued by FV Holdings

  SD 9    11.000% Senior Subordinated    9.64654 3.89402       0
          Notes due Oct. 15, 2006,
          issued by FV Operating &
          FV Capital

  SD 10   10.625% Senior Notes due       9.00047 3.63322       0
          Nov. 15, 2006, issued by
          Olympus Communications &
          Olympus Capital

  ACC 3   9-7/8% Senior Debentures due         0 2.53755 4.25455
          March 1, 2005, issued by ACOM

  ACC 3   9-1/2% Senior Pay-In-Kind            0   2.545 4.26707
          Notes due Feb. 15, 2004,
          issued by ACOM

  ACC 3   9-7/8% Senior Notes due              0 2.53755 4.25455
          March 1, 2007, issued by ACOM

  ACC 3   10-1/2% Senior Notes due             0 2.57543 4.31807
          July 1, 2004, issued by ACOM

  ACC 3   9-1/4% Senior Notes due Oct 1,       0 2.51371 4.21458
          2002, issued by ACOM

  ACC 3   8-3/8% Senior Notes due Feb 1,       0 2.54303 4.26375
          2008, issued by ACOM

  ACC 3   8-1/8% Senior Notes due              0 2.54946 4.27452
          July 15, 2003, issued by ACOM

  ACC 3   7-1/2% Senior Notes due              0 2.54262 4.26306
          Jan. 15, 2004, issued by ACOM

  ACC 3   7-3/4% Senior Notes due              0 2.54536 4.26764
          Jan. 15, 2009, issued by ACOM

  ACC 3   7-7/8% Senior Notes due              0 2.48967 4.17427
          May 1, 2009 issued by ACOM

  ACC 3   9-3/8% Senior Notes due              0 2.60158 4.36190
          Nov. 15, 2009, issued by ACOM

  ACC 3   10-7/8% Senior Notes due Oct 1,      0 2.52304 4.23023
          2010, issued by ACOM

  ACC 3   10-1/4% Senior Notes due June 15,    0 2.59372 4.34872
          2011, issued by ACOM

  ACC 3   10-1/4% Senior Notes due Nov 1,      0 2.49843 4.18897
          2006, issued by ACOM

  ACC 4   ACC Trade Claims                     0 1.00000 3.00000

  ACC 5   ACC Other Unsecured Claims           0 1.00000 3.00000

  ACC 6   6.0% Convertible Subordinated      N/A     N/A     N/A
          Notes due Feb. 15, 2006, issued
          by ACOM

  ACC 7   3.25% Convertible Subordinated     N/A     N/A     N/A
          Notes due May 1, 2021, issued
          by ACOM

The amount and timing of distributions pursuant to the True Up
Mechanism and as a result of the release of the escrows, reserves
and holdbacks are subject to the terms and conditions of the Plan
and numerous other conditions and uncertainties, many of which
are outside the control of ACOM and its subsidiaries.

In addition, pursuant to the Plan, the Adelphia Contingent Value
Vehicle, a Delaware Statutory Trust, was formed to hold certain
litigation claims against ACOM's third-party lenders, accountants
and other parties.  Initial distributions of CVV Interest are
being made to certain classes of Claims:

                                   CVV Units Per   Aggregate No.
                                    Per $1,000     of CVV Units
  Description                     Principal Amnt.     Issued
  -----------                     --------------  --------------
  Subsidiary Debtor Trade Claims             N/A             N/A
  Against ACOM Debtors, except
  RME Debtors

  Subsidiary Debtor Trade Claims             N/A             N/A
  Against RME Debtors

  Subsidiary Debtor Other Unsecured          N/A             N/A
  Claims Against ACOM Debtors,
  except RME Debtors

  9.500% Senior Notes due         Series Arahova  Series Arahova
  March 1, 2005 issued by                    435     108,736,618
  Century

  Senior Notes due January 1,     Series Arahova  Series Arahova
  issued by Century                          430     107,518,481


  8.750% Senior Notes due         Series Arahova  Series Arahova
  October 1, 2007, issued by                 420      94,605,385
  Century

  8.375% Senior Notes due         Series Arahova  Series Arahova
  November 15, 2017, issued by               428      42,778,989
  Century

  8.375% Senior Notes due         Series Arahova  Series Arahova
  December 15, 2007, issued by               425      42,494,964
  Century

  Zero Coupon Senior Discount     Series Arahova  Series Arahova
  Notes due January 15, 2008                 254     153,966,268
  issued by Century

  Zero Coupon Senior Discount     Series Arahova  Series Arahova
  Notes due March 15, 2003,                  389     172,538,962
  issued by Century

  FPL Note Claims Class               Series FPL      Series FPL
                                             211      25,575,129

  11.875% Series A Senior              Series FV       Series FV
  Discount Notes due Sept. 15,               263      62,567,076
  2007 issued by FV Holdings

  11.875% Series B Senior              Series FV       Series FV
  Discount Notes due Sept. 15,               263      24,032,924
  2007 issued by FV Holdings

  11.000% Senior Subordinated                N/A             N/A
  Notes due October 15, 2006,
  issued by FV Operating & FV
  Capital

  10.625% Senior Notes due        Series Olympus  Series Olympus
  November 15, 2006, issued by                85      17,000,000
  Olympus Communications and
  Olympus Capital

  9-7/8% Senior Debentures due      Series ACC-1    Series ACC-1
  March 1, 2005, issued by ACOM              977     126,988,828

  9-1/2% Senior Pay-In-Kind         Series ACC-1    Series ACC-1
  Notes due February 15, 2004,               980      31,200,994
  issued by ACOM

  9-7/8% Senior Notes due           Series ACC-1    Series ACC-1
  March 1, 2007, issued by ACOM              977     341,893,000

  10-1/2% Senior Notes due          Series ACC-1    Series ACC-1
  July 15, 2004, issued by ACOM              991     148,713,050

  9-1/4% Senior Notes due           Series ACC-1    Series ACC-1
  Oct. 1, 2002, issued by ACOM               968     314,489,818


  8-3/8% Senior Notes due           Series ACC-1    Series ACC-1
  Feb. 1, 2008, issued by ACOM               979     293,684,593

  8-1/8% Senior Notes due           Series ACC-1    Series ACC-1
  July 15, 2003, issued by ACOM              981     147,213,290

  7-1/2% Senior Notes due           Series ACC-1    Series ACC-1
  Jan. 15, 2004, issued by ACOM              979      97,879,078

  7-3/4% Senior Notes due           Series ACC-1    Series ACC-1
  Jan. 15, 2009, issued by ACOM              980     293,952,972

  7-7/8% Senior Notes due           Series ACC-1    Series ACC-1
  May 1, 2009 issued by ACOM                 958     335,442,058

  9-3/8% Senior Notes due           Series ACC-1    Series ACC-1
  Nov. 15, 2009, issued by ACOM            1,001     500,742,257

  10-7/8% Senior Notes due          Series ACC-1    Series ACC-1
  October 1, 2010, issued by ACOM            971     728,439,382

  10-1/4% Senior Notes due          Series ACC-1    Series ACC-1
  June 15, 2011, issued by ACOM              998     998,458,683

  10-1/4% Senior Notes due          Series ACC-1    Series ACC-1
  Nov. 1, 2006, issued by ACOM               962     480,890,170

  ACC Trade Claims                  Series ACC-2    Series ACC-2
                                             983      83,887,174

  ACC Other Unsecured Claims        Series ACC-3    Series ACC-3
                                             868      46,129,088

  6.0% Convertible Subordinated     Series ACC-4    Series ACC-4
  Notes due Feb. 15, 2006, issued          1,254   1,081,692,251
  by ACOM

  3.25% Convertible Subordinated    Series ACC-4    Series ACC-4
  Notes due May 1, 2021, issued by         1,234     709,276,020
  ACOM

Initial distributions of CVV Interests are also being made to
certain classes of Equity Interests under the Plan:

                                                   Aggregate No.
                                        CVV Units  of CVV Units
  Class   Description                   Per Share     Issued
  -----   -----------                   ---------  -------------
  ACC 8   13% Series B Redeemable   Series ACC-6B  Series ACC-6B
          Cumulative Exchangeable             100    150,000,000
          Preferred Stock issued
          by ACOM with a mandatory
          redemption date of
          July 15, 2009

  ACC 8   5.5% Series D             Series ACC-6D  Series ACC-6D
          Convertible Preferred               200    575,000,000
          Stock issued by ACOM

  ACC 8   7.5% Series E           Series ACC-6E/F       ACC-6E/F
          Mandatory Convertible          25.67708    354,343,704
          Preferred Stock issued
          by ACOM with a mandatory
          conversion date of
          November 15, 2004

  ACC 8   7.5% Series F           Series ACC-6E/F       ACC-6E/F
          Mandatory Convertible          25.28125    581,468,750
          Preferred Stock issued
          by ACC with a mandatory
          conversion date of
          February 1, 2005

  ACC 9   Class A Common Stock,      Series ACC-7   Series ACC-7
          par value $0.01                       1    229,787,271

ACOM divulged that units in the various series of interests in
the Adelphia Contingent Value Vehicle that are outstanding are:

                                         No. of Units
                              Estimated  Reserved for   Estimated
                           No. of Units  Disputed and   Total No.
Series         CUSIP No.   Outstanding  Other Claims    of Units
------         ---------  ------------  ------------   ---------
RF             00685R847   115,000,000           0   115,000,000
Arahova        00685R102   722,639,670           0   722,639,670
FrontierVision 00685R201    86,600,000           0    86,600,000
FPL            00685R862    25,575,129           0    25,575,129
Olympus        00685R300    17,000,000           0    17,000,000
ACC-1          00685R409 4,839,988,173           0 4,839,988,173
ACC-2          00685R508    83,887,174 247,408,818   331,295,992
ACC-3          00685R607    46,129,088 223,573,904   269,702,992
ESL            00685R854             0          17            17
ACC-4          00685R706 1,790,968,271           0 1,790,968,271
ACC-5          00685R805             0         458           458
ACC-6B         00685R839   150,000,000           0   150,000,000
ACC-6B1        00685R821             0           3             3
ACC-6D         00685R813   575,000,000           0   575,000,000
ACC-6D1        00685R797             0           4             4
ACC-6EF        00685R789   935,812,454           0   935,812,454
ACC-6EF1       00685R771             0           5             5
ACC-7          00685R870   229,787,271           0   229,787,271
ACC-7A         00685R763    19,293,139         464    19,293,603

The estimated number of units outstanding includes those issued
or to be issued in connection with Initial Distributions under
the Adelphia Plan of Reorganization.

With respect to Series ESL, ACC-5, ACC-6B1, ACC-6D1, ACC-6EF1,
and ACC-7A, one Unit has been reserved with respect to each
holder of a Disputed Claim under the Plan.  Therefore, it is
possible that upon resolution of those Disputed Claims,
additional Units could be issued.

With respect to all other Series of CVV Interests, the number of
reserved Units is the maximum number of additional Units expected
to be issued if all Disputed Claims to which those Units relate
were allowed.

Parties-in-interest are directed to send their inquiries
regarding the distributions under the Plan and the CVV Interests
to http://creditor.inquiries@adelphia.com/

                       About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represents the Debtors in
their restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 165; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Wants ESPN's $210 Million Admin. Claims Denied
--------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates ask the
Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York to summarily deny ESPN Inc., et
al.'s requests for payment of their $210,105,000 administrative
expense claims, as a matter of law, without subjecting the
estates to the costs of discovery and an evidentiary hearing.

In separate pleadings, the ESPN parties-in-interest had asked the
Court to allow their administrative expense claims in their
entirety:

   (a) ESPN, Inc., ESPN Classic, Inc., and ESPN Enterprises,
       Inc.;

   (b) ABC Cable Networks Group, International Family
       Entertainment, Inc., and SOAPnet L.L.C.; and

   (c) Walt Disney Internet Group, doing business as Buena Vista
       Internet Group.

ESPN, et al.'s claims arose from breaches of certain agreements
for programming services and Internet content entered into by
each of the Claimants with Adelphia Communications Corporation in
the ordinary course of its business, relates Lisa Hill Fenning,
Esq., at Dewey Ballantine LLP, in Los Angeles, California.

Ms. Fenning told the Court that on July 31, 2006, ACOM
unilaterally terminated the Agreements in violation of its
obligations under it, causing the Claimants to suffer damages for
lost revenues and profits due under the agreements over the
remaining terms of the Agreements.

Since the Agreements are postpetition, ordinary course contracts,
the asserted damage claims are entitled to allowance and payment
as administrative priority claims, Mr. Fenning asserted.

Accordingly, the Claimants asked the Court for payment of their
administrative expenses claims, in these aggregate amounts:

         Claimant                              Amount
         --------                              ------
         ESPN entities                   $198,368,000
         ABC Cable entities                 5,115,000
         Walt Disney                        6,622,000

Among others, Ms. Fenning argued that:

   (a) Under the binding Second Circuit Precedent in In re Klein
       Sleep Products, Inc., 78 F.3d 18 (2nd Cir. 1996), ACOM is
       fully liable for administrative priority damage claims if
       it terminated postpetition contracts without
       justification;

   (b) ACOM had no contractual right to terminate the Agreements
       upon its sale of substantially all of its assets on
       July 31, 2006;

   (c) in connection with Walt Disney's claim, ACOM breached its
       obligations to deliver the Walt Disney content to its
       subscribers for the full term of ACOM's Agreement with
       Walt Disney;

   (d) in connection with the ESPN entities' claim, ACOM breached
       its obligations to deliver all services to its subscribers
       for the full term of the Agreements;

   (e) ACOM breached its obligations to pay fees at the contract
       rates for the full term of the Agreements;

   (f) ACOM violated the implied covenant of good faith and fair
       dealing by failing to ensure the continued operation of
       the cable systems or the continued delivery of Walt Disney
       content under the terms of the Agreements; and

   (g) the Claimants' lost revenues constitute the appropriate
       measure of their damages.

                   Parties Agree on Reserve

Pursuant to a stipulation, the ACOM Debtors agreed to establish a
separate reserve for the administrative expense claims of ESPN,
et al.

The Stipulation describes the terms of the establishment of the
Dedicated Reserve for the Claimants.

Consistent with its prior practice of maintaining the
confidentiality of the terms of its dealings with programmers,
the ACOM Debtors seek the Court's consent to file the Stipulation
under seal and to provide for only limited disclosure and service
due to the confidential nature of the agreement and the terms of
the Dedicated Reserve reached by the parties.

Accordingly, Judge Gerber authorized the ACOM Debtors to file the
Stipulation under seal.

              Claims Not Supported by 14 Postpetition
              Programming Contracts, ACOM Debtors say

Terence K. McLaughlin, Esq., at Willkie Farr & Gallagher LLP,
argues that ESPN, et al.'s administrative expense claims are not
supported by the plain and unambiguous terms contained within the
"four corners" of the ACOM Debtors' 14 postpetition programming
contracts with the claimants.

Mr. McLaughlin notes that the thrust of ESPN, et al.'s argument
is that the sale of all of the ACOM Debtors' cable systems on
July 31, 2006, did not provide the Debtors with a right to
terminate the Programming Contracts.  Thus, according to ESPN, et
al., the ACOM Debtors continue to be obligated to pay monthly
fees for the remaining terms of those contracts.

Mr. McLaughlin, however, argues that all monthly fees owed by the
ACOM Debtors to ESPN, et al., under the Programming Contracts are
calculated on a per "Adelphia Subscriber" basis.  Upon the
consummation of the Sale Transaction, there were no more Adelphia
Subscribers.

On the four corners of the Programming Contracts, the ACOM
Debtors can owe no further monthly payments after consummation of
the Sale Transaction, Mr. McLaughlin contends.

Mr. McLaughlin explains that the ACOM Debtors' objection raises
only the threshold issue whether the administrative expense
claims should be denied as a matter of law based on the four
corners of the Programming Contracts.

If the Court concludes that the plain and unambiguous terms of
the Programming Contracts, interpreted objectively without resort
to inadmissible parol evidence, do not mandate denial of ESPN, et
al.'s requests as a matter of law, the parties agree that the
Court should defer making any ruling until they are afforded a
full opportunity to take discovery and present evidence at an
evidentiary hearing.

The Official Committee of Unsecured Creditors in the ACOM Debtors'
bankruptcy case supports the Debtors' contentions.

         ACOM Files McLaughlin's Statement Under Seal

The ACOM Debtors sought and obtained the Court's authority to
file under seal Mr. McLaughlin's statement in connection with
ESPN, et al.'s request for administrative expense claim payment.

Annexed to Mr. McLaughlin's statement are the ACOM Debtors' 14
postpetition programming contracts with ESPN, et al.

Mr. McLaughlin explained that ESPN, Inc., et al., had claimed
that the Programming Contracts are "subject to strong
confidentiality provisions" and "contain highly sensitive
commercial information" about their rates and terms, thus, those
contracts should only be provided under seal.

The ACOM Debtors propose to serve McLaughlin's statement to:

   (i) the United States Trustee for the Southern District of New
       York;

  (ii) counsel for each of the official committees in the ACOM
       Debtors' Chapter 11 cases;

(iii) counsel for ESPN, Inc., et al.; and

  (iv) other parties as the Court may order, or agreed by the
       ACOM Debtors and ESPN, Inc., et al.

                      About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represents the Debtors in
their restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 165; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MARKETING: Bid Procedures on Sale of Assets Approved
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the qualified transaction procedures proposed by Advanced
Marketing Services Inc. and designated Baker & Taylor as stalking
horse bidder.

The approval follows the announcement by the Debtor that it has
entered into a letter of intent with Baker & Taylor, the world's
largest book distributor, to sell the majority of its assets,
excluding Publishers Group West Inc., pursuant to Section 363 of
the United States Bankruptcy Code.  The letter of intent is
subject to the negotiation of a definitive asset purchase
agreement and will require the Court approval.

Following an auction, if necessary, the company anticipates a
closing by March 15, 2007, as per the requirements of the letter
of intent.

The Hon. Christopher S. Sontchi ruled that the Debtors will
provide these stalking horse protections to Baker & Taylor, in
cash and at the closing of an alternative transaction:

   (a) a break-up fee in an amount equal to 2% of the sum of
       (i) $20,000,000, (ii) the minimum Selected APG Inventory
       Purchase Price, (iii) Advanced Marketing Services Inc.'s
       and Baker & Taylor's jointly established good faith
       estimate of the APG Product Prepayment Price, and (iv)
       AMS' and Baker & Taylor's jointly established good faith
       estimate of the Accounts Receivable Price; and

   (b) Baker & Taylor's reasonable and documented out-of-pocket
       fees and costs, including costs of counsel, not exceeding
       $300,000.

These Stalking Horse Protections are entitled to status and
payment as super-priority administrative expenses in the Debtors'
Chapter 11 cases, Judge Sontchi added.

                         Offer Deadline

Binding offers to purchase all or any defined portion of the
assets to be sold under the APA between the Debtors and Baker &
Taylor may be submitted on or before Feb. 27, 2007, at 5:0O p.m.
Although a Qualified Offer may be subject to some contingencies,
any contingencies will be considered by AMS when evaluating and
comparing Qualified Offers.

                    Offer Evaluation Process

On March 1, 2007, at 10:00 a.m., a meeting will be held at the
offices of the Debtors' counsel, if AMS determines that proceeding
with the Offer Evaluation Process is appropriate.

Initial Qualified Offers will be considered only if they exceed
the offer for the assets by Baker & Taylor plus the Stalking Horse
Protections -- calculated under the assumption that the Stalking
Horse Protections will equal approximately $2,000,000.  Successive
Qualified Offers will be considered only if they exceed the
previous offer by $500,000.

The Debtors may recess the Offer Evaluation Process from time to
time in their discretion to assess Qualified Offers or permit
participants to alter or increase their Qualified Offers.   The
Debtors may conduct the Offer Evaluation Process as an auction, a
series of negotiations or whatever other means it determines in
its business judgment.

                         Multiple Lots

The Offer Evaluation Process may proceed in multiple lots,
provided that any participant will have an opportunity to submit a
Qualified Offer on one or more lots or on all lots together, and
the Debtors will be free to accept the Qualified Offer or Offers
that, alone or in conjunction with others, the Debtors deems to
comprise the highest and best offer available.

                           Inventory

Unless the Debtors' inventory is sold pursuant to a Qualified
Offer approved by the Bankruptcy Court, the Debtors will propose
and file with the Bankruptcy Court a program to provide for the
return of the Debtors' inventory to the publishers that sold the
inventory for values and on terms as agreed by the Debtors and the
Official Committee of Unsecured Creditors, or as otherwise ordered
by the Bankruptcy Court.  The program will be effective after
payment of the Closing Payoff Amount.

Upon the conclusion of the Offer Evaluation Process, the Debtors
will file and serve a supplement identifying the highest and best
Qualified Offers, and seek approval of the sale of their assets
pursuant to Sections 363 and 365 of the Bankruptcy Code to the
party or parties submitting Qualified Offers.

The Court sets the hearing on the Sale Motion to March 5, 2007.

The Court directs the Debtors to file a schedule of proposed cure
amounts for all executory contracts proposed to be assumed and
assigned under the Sale Motion.

Any objections to (a) the Sale Motion or (b) the proposed cure
amounts set forth in the Proposed Cure Schedule must be filed no
later than 5:00 p.m. EST, on Feb. 28, 2007.  Any objections to the
ability of Buyers to provide adequate assurances of future
performance under any executory contract proposed to be assumed
and assigned under the Sale Motion may be presented at the March 5
Sale Hearing.

"We are pleased to enter into this letter of intent with
Baker & Taylor and believe it marks a significant milestone in
the restructuring of our business," said Gary Rautenstrauch,
President and CEO of AMS.  "Baker & Taylor is a recognized leader
in the book distribution industry and has the experience to
seamlessly assume operations and continue meeting the needs of
our customers."

"An agreement with AMS will represent an important strategic
addition to Baker & Taylor's business.  We are excited about the
opportunity to work with AMS to foster and broaden the commitment
to customer service and operational excellence that AMS is known
for," stated Richard Willis, Chairman, President and CEO of Baker
& Taylor.

                       About Baker & Taylor

Baker & Taylor, founded in 1828, is the world's leading
distributor of books, video, and music products to public and
academic libraries.  It is also a global leader in the
distribution of books and entertainment products to many of the
country's leading brick and mortar retailers, Internet retailers,
as well as thousands of independent book, music and video stores.
Baker & Taylor is based in Charlotte, North Carolina and is
ranked in the top 250 US private companies by Forbes magazine.
It serves customers in 125 countries around the world and has six
distribution facilities strategically located throughout the
country.  Baker & Taylor is a portfolio company of Castle Harlan
Partners IV, L.P.

                       About Castle Harlan

Castle Harlan, founded in 1987, invests in controlling interests
in the buyout and development of middle-market companies in North
America and Europe.  Its team of 20 investment professionals has
completed 48 acquisitions since its inception with a total value
in excess of $9 billion.  The firm traces its roots to the start
of the institutionalized private-equity business in the late
1960's.

Castle Harlan's current portfolio companies, which employ more
than 42,000 people, include Ames True Temper, a leading
manufacturer of lawn and garden tools and accessories; RathGibson,
a leader in the manufacture of stainless steel and high alloy
precision-welded tubing; and, Perkins & Marie Callender's Inc.,
which operates and franchises 618 family restaurants in the United
States and Canada.

                      About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Apr. 28, 2007.  (Advanced Marketing Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


ADVANCED MULTI: U.S. Trustee Appoints Three-Member Official Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 9 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Advanced Multi
Product Group Inc.'s Chapter 11 case.

The Creditors Committee consists of:

     1. Pier Group Packaging, LLC
        1099 Fairway Boulevard
        Troy, MI 48085-6100
        Tel: (248) 761-4800
        Fax: (248) 928-0433
        Attn: Dean Aldo

     2. John Secco
        18530 Mack Ave, Suite 256
        Grosse Pointe, MI 48236
        Tel: (313) 885-5100
        Fax: (313) 885-0382

     3. James F. Pugsley
        3535 Huntington Avenue
        Windsor, Ontario N9E 3N1
        Canada
        Tel: (866) 528-5680
        Fax: (519) 977-6938

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Auburn Hills, Michigan, Advanced Multi Product
Group Inc. manufactures plastic and metal parts for motor
vehicles.  The company filed for chapter 11 protection on
Jan. 22, 2007 (Bankr. E.D. Mich. Case No. 07-41267).  Arnold S.
Schafer, Esq., Jason W. Bank, Esq., Leon N. Mayer, Esq., and
Michael E. Baum, Esq., at Schafer and Weiner, PLLC, represent the
Debtor.  Franklin Advisors serves as the Debtor's financial
advisor.  When the Debtor filed for protection from its creditors,
it listed $27,482,516 in total assets and $14,915,282 in total
debts.


ADVANCED MULTI: Gets Interim Court Approval of DIP Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave Advanced Multi Product Group Inc. interim authorization to
borrow money from Rockland Business Credit LLC and other lenders.

The Debtor has borrowed $114,432 from its postpetition lenders.

The Debtor will use the loan proceeds in accordance with its
financing agreements with its postpetition lenders and a budget.
A full-text copy of that budget is available for free at:

     http://bankrupt.com/misc/AdvancedMultiDIPbudget.pdf

Among others, the Debtor will use the funds provided by Rockland
to pay its payroll, taxes, inventory suppliers, overhead and other
expenses necessary for the continued operation of its business,
and the management and preservation of its assets and properties.

Rockland has consented to a carve-out for professional fees --
$180,000 each for Schafer & Weiner as the Debtor's counsel and for
Franklin Advisors, and an unspecified amount for counsel to the
Official Committee of Unsecured Creditors.

The Debtor and Rockland are also parties to a prepetition credit
agreement.  As of January 23, 2007, the Debtor owed Rockland
$7,774,263, consisting of:

   * Revolving Loan -- $4,280,804 principal, $50,399 interest,
                       and $7,760 in fees

   * Term Loan -- $3,399,999 principal and $35,298 interest

The prepetition debt is secured by perfected and valid first
priority security interests in and liens on all of the Debtors'
assets.  The Debtors do not dispute the validity of those liens
and security interests.

The postpetition loan from Rockland is secured by first priority
security interests in and liens on the Collateral.

Headquartered in Auburn Hills, Michigan, Advanced Multi Product
Group Inc. manufactures plastic and metal parts for motor
vehicles.  The company filed for chapter 11 protection on
Jan. 22, 2007 (Bankr. E.D. Mich. Case No. 07-41267).  Arnold S.
Schafer, Esq., Jason W. Bank, Esq., Leon N. Mayer, Esq., and
Michael E. Baum, Esq., at Schafer and Weiner, PLLC, represent the
Debtor.  Franklin Advisors serves as the Debtor's financial
advisor.  When the Debtor filed for protection from its creditors,
it listed $27,482,516 in total assets and $14,915,282 in total
debts.


ALEXIS NIHON: Terminates Combination Agreement With Cominar
-----------------------------------------------------------
Cominar Real Estate Investment Trust has waived its five-day right
to match the all-cash offer of $18.60 per unit from Homburg Invest
Inc. to acquire all the issued and outstanding units of Alexis
Nihon Real Estate Investment Trust that it does not already own.

Alexis Nihon has therefore terminated the combination agreement
with Cominar and entered into a definitive support agreement with
Homburg under which Alexis Nihon will support the Homburg Offer.

Cominar has also waived, under certain circumstances, its right to
a $12.5 million termination fee but only in relation to the
Homburg Offer.

The trustees of Alexis Nihon, after having received a fairness
opinion from its financial advisor CIBC World Markets Inc., have
unanimously determined (Robert A. Nihon abstaining) that as of
Feb. 20, the Homburg Offer is fair to the unitholders of Alexis
Nihon and is in the best interests of Alexis Nihon and its
unitholders, and unanimously recommend (Robert A. Nihon
abstaining) to the unitholders of Alexis Nihon to accept the
Homburg Offer and tender their units to the Homburg Offer.

Gerard A. Limoges, chairman of Alexis Nihon's transaction
committee, said, "Alexis Nihon's board of trustees unanimously
supports the Homburg Offer on the basis that it provides excellent
value to Alexis Nihon unitholders and reflects the strategic value
of Alexis Nihon to Homburg as a platform for growth in the
province of Quebec."

Full details of the Homburg Offer will be included in Homburg's
offer and take-over bid circular which will be mailed in due
course to unitholders of Alexis Nihon, together with the trustees'
circular of Alexis Nihon recommending acceptance of the Homburg
Offer.

The Homburg Offer will trigger the right of the holders of Alexis
Nihon convertible debentures to request that their Alexis Nihon
convertible debentures be purchased on the 30th day following the
completion of the Homburg Offer for a price equal to 101% of the
principal amount of each Alexis Nihon convertible debenture plus
any accrued and unpaid interest thereon.

The support agreement between Alexis Nihon and Homburg contains
customary provisions prohibiting each of Alexis Nihon and Homburg
from soliciting any other acquisition proposal but allowing
termination in certain circumstances, including receipt of an
unsolicited bona fide acquisition proposal from a third party that
its board of trustees, in the exercise of its fiduciary duties,
and in accordance with the terms and conditions of the support
agreement, finds to be superior to the Homburg Offer, subject to
the payment by Alexis Nihon of a termination fee to Homburg of
$12.5 million.

The support agreement also allows Alexis Nihon to continue to
declare and pay its monthly cash distributions to its unitholders
in the ordinary course of business, although Alexis Nihon's
Distribution Reinvestment Plan shall remain suspended.

Alexis Nihon has cancelled its special meeting of unitholders
scheduled for Feb. 22, 2007.

                     About Alexis Nihon REIT

The REIT currently owns interests in 65 office, retail, and
industrial properties, including a 426-unit multi-family
residential property, located in the greater Montreal area and the
National Capital Region.  The REIT's portfolio has an aggregate of
9.1 million square feet of leasable area, of which 0.4 million
square feet is co-owned.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Dominion Bond Rating Service placed the debt rating of BB (low)
and the stability rating of STA-4 (low) of Alexis Nihon Real
Estate Investment Trust Under Review with Positive Implications
following the announcement that Cominar Real Estate Investment
Trust will acquire all of the Alexis Nihon's issued and
outstanding shares.

On Aug. 11, 2006, the Troubled Company Reporter reported that
Dominion Bond Rating Service confirmed the Issuer ratings of
Alexis Nihon Real Estate Investment Trust at BB (low) with a
Stable trend.


AMERICAN COLOR: Poor Performance Cues S&P's Junk Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Brentwood, Tennessee-based American Color Graphics Inc.  The
corporate credit rating was lowered to 'CCC' from 'CCC+'.  The
rating outlook is negative.

"The rating action follows the company's earnings announcement for
the third quarter ended Dec. 31, 2006, in which operating
performance suffered due to continued negative pricing trends and
operational challenges associated with a specific printing plant,"
said Standard & Poor's credit analyst Guido DeAscanis.

"In addition to indications pointing toward the plant troubles
continuing through at least the following quarter, we also do not
anticipate meaningful improvement in the pricing environment over
the near-to-intermediate term.  As a result, ACG's liquidity
position is expected to continue to weaken during the company's
fiscal years ending March 31, 2007 and 2008."

In September 2006, ACG initiated a revolving accounts receivable
facility, which provides the company with an additional source of
financing for up to $35 million.  About $28 million was available
under this facility as of Dec. 31, 2006.

Standard & Poor's expect this source of liquidity to gradually
erode during the next several quarters as the company funds
operating needs, and makes interest payments under its second-lien
senior notes.

The 'CCC' rating reflects the company's weak liquidity position
and high debt leverage, the intensely competitive market
conditions in the retail advertising insert segment of the print
industry, and the expectation that these market conditions will
continue over the near-to-intermediate term.

During the nine months ended Dec. 31, 2006, ACG reported revenue
growth of 2.8%, but EBITDA declined approximately 10%, to $31.4
million.  Notwithstanding the favorable impact of changes in
customer and product mix, margin pressure continued to stem from
competitive pricing pressures.  In addition, due to difficulties
at one of its production plants during the third quarter, the
company was forced to outsource a meaningful portion of volumes,
which resulted in higher costs. Selling, general, and
administrative costs remained fairly stable as a percentage of
sales during the period.  Debt leverage, as measured by adjusted
total debt to EBITDA, remained weak, at more than 9x for the 12
months ended Dec. 31, 2006, while EBITDA coverage of interest
expense was less than 1x.


AMF BOWLING: Earns $261,000 in Quarter Ended December 31
--------------------------------------------------------
AMF Bowling Worldwide Inc. reported $261,000 of net income on
$128 million of revenues for the second quarter ended
Dec. 31, 2006, compared with $4.5 million of net income on
$127 million of revenues for the same period ended Dec. 31, 2005.

The $1 million increase in revenues is attributable to an increase
of $6 million in revenues from the bowling centers (Centers)
segment, offset by a decrease of $5 million from the bowling
equipment (Products) segment attributable to Products no longer
being fully consolidated during the 2007 quarter.

The significant decrease in net income is mainly due to a
$4.6 million impairment charge related to the company's investment
in the joint venture with Italian-based Qubica, S.p.A.  Based on a
deterioration in the financial results of the joint venture during
the 2007 second quarter, the company decided the impairment was
other than temporary.  The amount of the impairment was determined
based on a third party valuation.

Additionally, the company recorded a $1.9 million loss on the
extinguishment of debt related to the voluntary $30 million term
loan payment in the second quarter of fiscal 2007.

Cost of goods sold and selling, general and administrative
expenses decreased $4.8 million in the second quarter of fiscal
2007.

Bowling center operating expenses increased $2.6 million.

Depreciation and amortization expenses decreased $272,000 in the
fiscal 2007 quarter.

Total income tax provision increased to $1.1 million in the fiscal
2007 quarter from a $74,000 benefit in the fiscal 2006 quarter.

During the second quarter of fiscal 2007, the company also
recorded a $406,000 loss related to the operating results from the
joint venture.

At Dec. 31, 2006, the company's balance sheet showed
$308.5 million in total assets, $243.4 million in total
liabilities, and $65.1 million in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $42 million in total current assets available to
pay $59.8 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a15

                             Cash Flows

Net cash provided by operating activities was $18.7 million in the
first six months of fiscal 2007 ended Dec. 31, 2006, compared with
net cash used in operating activities of $3.5 million in the same
period in fiscal 2006.

Net cash used in investing activities was $21.3 million in the
first six months of fiscal 2007 compared with $5.5 million in the
prior six month period.  During fiscal 2006 the company received
$17.5 million return of cash from the joint venture at the
completion of that transaction and an additional $7.6 million for
the sale of two excess properties and other assets.  Purchases of
capital expenditures were lower in fiscal 2007 compared to fiscal
2006.  This is a result of timing as opposed to any change in
spending trends.

Net cash used in financing activities was $30.3 million in the
first six months of fiscal 2007 compared with $700,000 in fiscal
2006.  During the fiscal 2007 period, the company made two
voluntary payments on the Term Loan totaling $30 million.

As of Dec. 31, 2006, the company had approximately $21.2 million
available for borrowing under the company's $40 million revolving
loan commitment maturing in February 2009, with no amounts
outstanding and approximately $18.8 million of issued but undrawn
standby letters of credit.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. -- http://www.amf.com/-- and its
subsidiaries are engaged in the business of operating bowling
centers and hold an interest in a business that manufactures and
sells bowling equipment.  AMF has 358 centers in operation as of
Dec. 31, 2006, and is comprised of 345 centers in the U.S. and 13
bowling centers operating outside the U.S.  On Oct. 7, 2005, the
company entered into the Joint Venture with Italian-based Qubica
S.p.A. and contributed its business in exchange for a 50% equity
interest.

                          *     *     *

AMF Bowling Worldwide Inc. carries Moody's Ba2 corporate family
rating, B3 Bank Loan Debt rating, and B3 senior subordinated debt
rating.


AVITAR INC: December 31 Balance Sheet Upside-Down by $8.9 Million
-----------------------------------------------------------------
Avitar Inc. reported a $943,388 net loss on $1,045,027 of
sales for the three months ended Dec. 31, 2006, compared with
$891,929 net loss with no revenues for the comparable period in
2005.

At Dec. 31, 2006, the company's balance sheet showed $2,055,961
in total assets and $7,852,516 in total liabilities resulting in
stockholders' deficit of $8,981,437.

The company's December 31 balance sheet also showed strained
liquidity with $985,510 in total current assets available to pay
$4,467,830 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1a20

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 4, 2007,
BDO Seidman LLP, in Boston, Massachusetts, expressed substantial
doubt about Avitar Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Sept. 30, 2006.  The auditing firm pointed to the company's
recurring losses from operations, working capital and stockholders
as of Sept. 30, 2006.

                          About Avitar

Avitar Inc. (OTC BB: AVTI.OB )-- http://www.avitarinc.com/--  
develops, manufactures and markets innovative and proprietary
products.  Their field includes the oral fluid diagnostic market,
the disease and clinical testing market, and customized
polyurethane applications used in the wound dressing industry.
Avitar manufactures ORALscreen(R), the world's first non-invasive,
rapid, onsite oral fluid test for drugs-of-abuse, as well as
HYDRASORB(R), an absorbent topical dressing for moderate to heavy
exudating wounds. Avitar is also developing diagnostic strategies
for disease and clinical testing in the estimated $25 billion in-
vitro diagnostics market.  Conditions targeted include influenza,
diabetes, and pregnancy.


AZCO MINING INC: Stark Winter Schenkein Raises Going Concern Doubt
------------------------------------------------------------------
Stark Winter Schenkein & Co. LLP, in Denver, Colorado, expressed
substantial doubt about Azco Mining Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2006.  The
auditing firm cited that the company has suffered recurring losses
from operations, has no current source of operating revenues, and
needs to secure financing.

Azco Mining Inc. reported a $5.4 million net loss on $16,237 of
sales for the fiscal year ended June 30, 2006, compared with a
$1.6 million net loss on $54,844 of sales for the fiscal year
ended June 30, 2005.

Full-text copies of the company's consolidated financial
statements for the year ended June 30, 2006, are available for
free at http://researcharchives.com/t/s?1a18

Sales decreased due primarily to decreased sales of mica-filled
plastic pellets in fiscal 2006.  No revenue was generated from the
sale of feldspathic sand in fiscals 2006 or 2005, due to the
curtailment of operations at the company's crushing and
concentrating facilities at the Black Canyon mine in November
2002.

Production, exploration and mining costs increased in fiscal 2006
to $212,489 from $136,714 in fiscal 2005.

General and administrative expense increased in fiscal 2006 to
$1.2 million from $1 million in fiscal 2005.

Stock-compensation expense increased in fiscal 2006 to
$2.2 million from $252,690 in fiscal 2005, mainly attributable to
a $1.1 million expense for investor relations and financial
consulting services, a $250,000 expense recognized on stock issued
to an officer and to a director for the payment of accrued
expenses and a $600,000 expense recognized for stock issued to an
officer for the rights, title and interest in a mineral lease.

Other expense in fiscal 2006 were $1.8 million as compared to
$214,460 for fiscal 2004.  The increase is mainly attributable to
a non-cash loss on derivative instrument liability of $1.4 million
in fiscal 2006 as compared to a gain on derivative instrument
liability of $65,721 in fiscal 2005.

In fiscal 2006, accretion of discounts on notes payable and lease
liability and interest expense increased $171,225 over fiscal
2005.  This was offset by increased other income in fiscal 2006
comprised of forgiveness of debt of $60,603 and interest income of
$18,569.

At June 30, 2006, the company's balance sheet showed $5.2 million
in total assets and $10.7 million in total liabilities, resulting
in a $5.5 million total stockholders' deficit.

The company's balance sheet at June 30, 2006, also showed strained
liquidity with $1.6 million in total current assets available to
pay $7.1 million in total current liabilities.

                         About Azco Mining

Azco Mining Inc. (Other OTC: AZMN.PK) -- http://www.azco.com/--  
is a mining and exploration company.  The company owns the Summit
gold-silver property and a mill site and processing equipment in
southwestern New Mexico, mineral lease rights to the Ortiz gold
property in north-central New Mexico, a high-quality mica mine and
processing facility near Phoenix, and a large resource of
micaceous iron oxide in La Paz County, Arizona.


BANC OF AMERICA: Moody's Holds B1 Rating on Class X-LHN Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 16 classes of Banc of America Large Loan,
Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-MIB1 as:

   -- Class A-1, $474,233,929, Floating, affirmed at Aaa
   -- Class A-2, $224,731,407, Floating, affirmed at Aaa
   -- Class X-1A, Notional, affirmed at Aaa
   -- Class X-1B, Notional, affirmed at Aaa
   -- Class X-2, Notional,  affirmed at Aaa
   -- Class X-3, Notional,  affirmed at Aaa
   -- Class X-4, Notional,  affirmed at Aaa
   -- Class X-5, Notional,  affirmed at Aaa
   -- Class B, $43,025,500, Floating, upgraded to Aaa from Aa1
   -- Class C, $51,187,425, Floating, upgraded to Aaa from Aa3
   -- Class K-LH, $3,318,190, Floating, affirmed at Ba1
   -- Class X-LHK, Notional,  affirmed at Ba1
   -- Class L-LH, $4,457,744, Floating, affirmed at Ba2
   -- Class X-LHL, Notional,  affirmed at Ba2
   -- Class M-LH, $2,872,501, Floating, affirmed at Ba3
   -- Class X-LHM, Notional,  affirmed at Ba3
   -- Class N-LH, $2,329,064, affirmed at B1
   -- Class X-LHN, Notional,  affirmed at B1

The Certificates are collateralized by 11 whole loans, two pari
passu whole loans and one senior participation interest, which
range in size from 0.8% to 22.3% of the trust balance based on
current principal balances.  As of the Feb. 15, 2007 distribution
date, the transaction's aggregate certificate balance has
decreased by approximately 17.0% to $1.04 billion from
$1.26 billion at securitization as a result of the payoff of four
loans and property releases and amortization associated with the
Lodgian Hotel Portfolio Loan.

Moody's current weighted average loan to value ratio is 67.8%,
compared to 69.8% at securitization.  Moody's is upgrading Classes
B and C due to the increased credit support from the loan payoffs,
the improved performance of the Westin New York at Times Square
Loan and property releases and amortization associated with the
Lodgian Hotel Portfolio Loan.

The Westin New York at Times Square Loan is secured by an
863-room, full-service hotel located in the Times Square submarket
of Manhattan. The hotel was built in 2002.  Moody's classifies the
New York City full-service hotel market as Green in its fourth
quarter 2006 Red-Yellow-GreenTM report.  RevPAR for the
year-to-date period ending November 2006 was $296.81, compared to
$256.53 at securitization.  Moody's LTV is 60.7%, compared to
67.4% at securitization.  Moody's current shadow rating is Baa1,
compared to Baa3 at securitization.

JW Marriott Desert Ridge Resort is secured by a 950-room,
full-service hotel located in Phoenix, Arizona.  The hotel was
built in 2002 and features the two largest non-Las Vegas ballrooms
in the Western U.S. and two on-site 18-hole golf courses.  Moody's
classifies the Phoenix full-service hotel market as Green in its
fourth quarter 2006 Red-Yellow-GreenTM report.  RevPAR for the
year-to-date period ending September 2006 was $161.00, compared to
$146.30 at securitization.  Moody's LTV is 63.7%, the same as at
securitization.

The Toys "R" Us -- De Portfolio Loan is secured by 89
free-standing properties located in 26 states including 60 Toys "R
"Us and 25 Babies "R" Us retail stores and four distribution
facilities with a total rentable area of approximately 7.5 million
square feet.  All of the facilities are structured with absolute
net master leases.  Toys "R" Us, Inc. has a Moody's LT corporate
family rating of B2 with a negative outlook.  Toys "R" Us reported
a 4.1% increase in same store sales for the nine week holiday
period ended Dec. 30, 2006 and the Babies "R" Us division reported
a 6.0% increase for the same period. Toys "R" Us became a private
company in July 2005 when it was acquired by the loan sponsor
consisting of affiliates of Bain Capital Partners, LLC, Kohlberg
Kravis Roberts & Co. and Vornado Realty Trust.  Moody's LTV is
71.9%, the same as at securitization.  Moody's current shadow
rating is Baa3, the same as at securitization.

The USX Tower Loan is secured by a 64-story Class A office
building containing 2.3 million square feet of rentable space and
located in Pittsburgh, Pennsylvania.  The property is Pittsburgh's
largest and is considered its most desirable office tower.  As of
November 2006 the building was 81.0% leased, compared to 80.8% at
securitization.  The two largest tenants are United States Steel
Corporation and PNC Bank.  Moody's classifies the Pittsburgh CBD
office market as Yellow in its fourth quarter 2006 Red-Yellow-
GreenTM report.  Moody's LTV is 68.8%, compared to 67.9% at
securitization.

The Toys "R" Us -- MPO Portfolio Loan is secured by 46 retail
properties located in three states with structured master leases.
The portfolio contains 1.94 million square feet of rentable space.
The loan sponsor consists of affiliates of Bain Capital Partners,
LLC, Kohlberg Kravis Roberts & Co. and Vornado Realty Trust.
Moody's LTV is 79.2%, the same as at securitization.


BANCAFE INT'L: $51 Million Pact with RCM Administrator Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement between Bancafe International Bank Ltd. and
Refco Capital Markets Ltd., an affiliate of Refco Inc., through
its duly appointed plan administrator PricewaterhouseCoopers and
Marc S. Kirschner.

The settlement (i) reflects a resolution on Bancafe's part to
allow the setoff required by a guarantee agreement and (ii)
avoids the need for future litigation concerning the Bancafe
claims.

Bancafe filed in July 2006 Claim No. 10132 for $207,934,213 and
Claim No. 10133 for $173,559 against Refco Capital Markets.

The Bancafe Claims are premised on certain securities customer
account relationships that existed between RCM and Bancafe before
RCM's bankruptcy filing.

Pursuant to certain account relationships, Bancafe guaranteed
certain obligations of an affiliated entity, Vipasa International
Investments Corp., under a Guaranty and Transfer Authorization
Agreement with RCM.

As of RCM's bankruptcy filing, Vipasa owed RCM at least
$154,456,433 as a result of its account relationships with RCM,
which amount Bancafe guaranteed.

Pursuant to an order of the High Court of Barbados,
PricewaterhouseCoopers EC Inc. has been appointed as custodian
to wind up Bancafe's affairs.  PricewaterhouseCoopers has filed a
Petition for Recognition of Foreign Main Proceeding in the U.S.
Bankruptcy Court for the Southern District of Florida.

Following arm's-length negotiations, PricewaterhouseCoopers and
Marc S. Kirschner, as duly appointed plan administrator for RCM
pursuant to the Dec. 15, 2006, Plan Confirmation order, agreed
that:

   (a) Claim No. 10132 will be allowed as an RCM Securities
       Customer Claim for $51,535,144, to achieve agreements
       regarding properly allowable claim amounts and applicable
       set-offs;

   (b) Claim No. 10133 will be allowed as an RCM Securities
       Customer Claim for $173,559; and

   (c) all other amounts asserted in the Bancafe Claims, whether
       liquidated, unliquidated, contingent or otherwise, will
       be disallowed.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  The Debtors' Amended Plan was confirmed on Dec. 15, 2006.
(Refco Bankruptcy News, Issue No. 56 & 57; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                    About Bancafe International

Bancafe International Bank Ltd. offered financial services.
PricewaterhouseCoopers EC Inc. has been appointed as custodian
to wind up Bancafe's affairs, pursuant to an order of the High
Court of Barbados.  PwC EC, as Bancafe's administrator, filed a
chapter 15 petition on Dec. 19, 2006 (Bankr. S.D. Fla. Case No.
06-16712).  Gregory S. Grossman, Esq., at Astigarraga Davis
Mullins & Grossman, P.A., represents the administrator.  PwC EC
estimated that Bancafe had $1 million to $10 million in assets and
more than $100 million in debts when it filed the chapter 15
petition.


BIOTECH RESEARCH: Moody's Rates $235 Mil. Senior Facilities at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $235 million in
first lien senior secured bank credit facilities being entered
into by Philosophy Inc. and BioTech Research Laboratories, Inc. as
joint and several obligors.

Moody's also assigned a B2 corporate family rating to the
borrowers' ultimate parent holding company -- Philosophy
Acquisition Company, Inc.  A $50 million second lien senior
secured term loan being entered into by Philosophy Inc. and
BioTech will not be rated.  Proceeds from the credit facilities
combined with new cash equity from The Carlyle Group will be used
to fund Carlyle's acquisition of a majority stake and controlling
interest in the company.  The ratings outlook is stable.

Final ratings are subject to review of documentation and receipt
of audited financial statements for Dec. 31, 2006.  This is a
first time rating of the company.

Philosophy's B2 rating and stable outlook is constrained by its
small scale and highly concentrated customer base, offset to some
degree by the company's strong operating momentum, above average
profitability and diversified product portfolio within the beauty
care segment.  While Moody's recognizes Philosophy's unique
branding and the potential for significant future revenue growth,
the ratings incorporate the high execution risk and potential for
increased competition.

Moody's also notes that while the company's product portfolio is
well diversified, with opportunities for additional category
launches, Philosophy's market share in any one category remains
quite low.  More importantly, Philosophy needs to maintain its
distinct product qualities and new product development in order to
sustain consumer loyalty, revenue growth and strong profitability
metrics.

Philosophy's ratings are also driven by its pro forma credit
metrics that are consistent with a B2 profile.  Pro forma Debt to
EBITDA and EBIT to Interest ratios are expected to be
approximately 5.0x and 2.2x respectively at closing.  While
Moody's recognizes the significant amount of equity capital that
is included in the pro forma capital structure, net income will
likely be breakeven after accounting for sizable interest expense
and non-cash amortization of goodwill.  Nevertheless, funds from
operations will be sufficient to adequately cover required capital
expenditures and working capital requirements with the possibility
of some modest near-term debt reduction.

These ratings were assigned:

   * Philosophy Acquisition Company, Inc.

      -- Corporate family rating at B2;

      -- Probability-of-default rating at B2;

   * Philosophy, Inc.

      -- $35 million senior secured revolving credit facility due
         2013 at B1, LGD3, 41%; and

      -- $200 million first lien senior secured term loan due 2014
         at B1, LGD3, 41%.

Philosophy, Inc. and BioTech Research Laboratories, Inc. are co-
borrowers under the first lien senior secured credit facilities.

Philosophy Acquisition Company, Inc. is the parent company of
Philosophy, Inc. and BioTech Research Laboratories, Inc.,
headquartered in Phoenix, Arizona.  Philosophy was founded in 1996
and develops, manufactures and markets premium personal care
products under the Philosophy brand.  The company operates in
several personal care categories including premium skin care,
fragrances, bath & body, and to a lesser extent, color cosmetics.
Primary channels of distribution include direct response
television and prestige retailers such as Nordstrom and Sephora.


C and C PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: C and C Properties Inc.
        P.O. Box 220
        Union, MS 39365

Bankruptcy Case No.: 07-50082

Chapter 11 Petition Date: January 24, 2007

Court: Southern District of Mississippi (Gulfport Division)

Judge: Edward Ellington

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Melanie T. Vardaman, Esq.
                  Harris Jernigan & Geno, PPLC
                  P O Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor said it has no unsecured creditors.


CALPINE CORP: Board Says HCP's Offer Still Superior to Khanjee's
----------------------------------------------------------------
The Board of Trustees of Calpine Commercial Trust, on behalf of
Calpine Power Income Fund, has advised unitholders that the
unsolicited alternative takeover proposal from Khanjee Power
Generation, LLC, an affiliate of Khanjee Holding Inc., was not
superior to an offer of $13 in cash per Trust Unit from HCP
Acquisition Inc.

The Board's determination was based on:

   * the definition of a superior proposal in an agreement between
     HCP Acquisition Inc. and the Fund; and

   * the advice from its financial advisor, BMO Capital Markets,
     and its legal advisor, Blake Cassels & Graydon LLP.

As a result, the Board has reaffirmed its recommendation that
unitholders accept the Harbinger offer.

The Board's determination followed written clarifications provided
by Khanjee to an initial proposal it provided on February 5.  The
reasons for the Board's determination were:

   * Khanjee's proposal was subjected to negotiation of a support
     agreement with the Fund on unspecified terms.  As a result,
     no assurance that a support agreement acceptable to the Fund
     could be negotiated.  As a result, the Khanjee proposal was,
     an option in favour of Khanjee.

   * The Khanjee proposal was conditional on having the right to
     acquire certain assets, comprised of the management agreement
     and certain partnership units.  The insolvent Calpine Canada
     Power Ltd. currently owns those assets.  The right to acquire
     those assets was awarded to Harbinger by the Alberta Court of
     Queen's Bench following an auction.  Khanjee has applied to
     the Court to set aside the Court Order and reopen the
     auction.  The Court has previously rejected applications to
     reopen the auction.

   * Khanjee did not demonstrate that it had any firm commitment
     to finance the proposed transaction.  Khanjee's financial
     capacity to complete the transaction was dependent, among
     other things, on financing from a Luxembourg private company.
     Information on the financial capacity of such company
     provided to the Fund by Khanjee was more than one year old.
     Accordingly, the Board was not assured that Khanjee has
     sufficient financial capacity to complete the transaction.

   * Khanjee will not be required to obtain necessary approvals,
     including regulatory approvals, for its proposal.

                 About Calpine Power Income Fund

Calpine Power Income Fund (TSE: CF.UN) --
http://www.calpinepif.com/-- is an unincorporated open-ended
trust that invests in electrical power assets.  The Fund
indirectly owns interests in power generating facilities in
British Columbia, Alberta and California.  In addition, the Fund
owns a participating loan interest in a power plant in Ontario and
has made a loan to Calpine Canada Power Ltd.  The Fund is managed
by Calpine Canada Power Ltd., which is headquartered in Calgary,
Alberta.  The Fund has 61,742,288 Trust Units outstanding.

                       About Calpine Corp.

Based in San Jose, California, Calpine Corp. (OTC Pink Sheets:
CPNLQ) -- http://www.calpine.com/-- supplies customers and
communities with electricity from clean, efficient, natural gas-
fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves.  However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances to that plan.


CATHOLIC CHURCH: Davenport Wants to Hire Three Real Estate Agents
-----------------------------------------------------------------
The Diocese of Davenport seeks permission from the Honorable
Lee M. Jackwig of the U.S. Bankruptcy Court for the Southern
District of Iowa to employ three real estate agents to market
three parcels of its surplus real estate, specifically:

    * Ruhl & Ruhl Realtors, Inc., to sell its duplex
      located at 2762 Scott St., in Davenport, Iowa;

    * Mel Foster Co., Inc., to sell a family residential house
      located at 803 E. 39th St., in Davenport, Iowa; and

    * Ruhl Commercial Company to sell a 25-acre farm located at
      3718 Telegraph Rd., in Davenport, Iowa.

Richard A. Davidson, Esq., at Lane & Waterman, LLP, in Davenport,
Iowa, relates that since the Diocese's bankruptcy filing, the
Diocese has determined that these Properties are no longer
necessary and are a burden to the estate.

Mr. Davidson says each of the real estate agents is a licensed
real estate brokerage located in Davenport.  Each Agent will be
paid a 7% commission only upon sale of the Properties.

If any acceptable offers are received prior to accepting any
offers, Davenport will petition the Court for authority to sell
the property pursuant to Section 363 of the Bankruptcy Code, and
for authority to pay the real estate agents a commission pursuant
to the listing agreements, Mr. Davidson adds.

Employment of the real estate agents will maximize the value of
the Properties and the distribution of assets to the unsecured
creditors, Mr. Davidson tell Judge Jackwig.  He adds that none of
the Agents have any connection with Davenport or its estate and
that they are all "disinterested persons."

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.
Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel Young Jones & Weintraub LLP represent the Official Committee
of Unsecured Creditors.  In its schedules of assets and
liabilities, the Davenport Diocese reported $4,492,809 in assets
and $1,650,439 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Spokane Wants Claims Figured For Voting Purposes
-----------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington to temporarily allow and estimate
at one dollar per claim, all tort claims that have not been
disallowed, for purposes of voting to accept or reject the Joint
Plan of Reorganization filed by Spokane and the other Plan
Proponents.

The request is expressly limited to temporary allowance because
the final allowance, liquidation and distribution will take place
as set forth in the Plan, Shaun M. Cross, Esq., at Paine Hamblen
Coffin Brooke & Miller LLP, in Spokane, Washington, explains.

According to Mr. Cross, there are more than 169 remaining
unliquidated claims against the Diocese that will be affected by
the estimation.  He contends that it would be extremely expensive
and time consuming to liquidate the Tort Claims prior to
confirmation of the Plan.  Plan confirmation could be delayed by
as much as six months if Tort Claims are not temporarily allowed
and estimated for voting purposes.  Moreover, without the
temporary allowance, the Plan Proponents will be unable to
determine whether holders of Tort Claims have accepted or
rejected the Plan.

Mr. Cross says Spokane, the Tort Claimants' Committee, the Future
Claims Representative and the Association of Parishes have agreed
to estimation of claims for voting purposes at $1.

Moreover, the Tort Litigants Committee has agreed to recommend
the Plan to its constituents and consents to the estimation.  The
Tort Litigants Committee and the Tort Claimants' Committee have
likewise considered the impact of the proposed estimation of $1
per vote on their constituents and the fact that individuals who
assert large monetary claims will be impacted by equating their
votes with those who may have smaller monetary claims.

Both committees support the request based on the cost and time-
savings that will be realized by the proposed estimation process.
Mr. Cross tells Judge Williams.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007. (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Court OKs Kate Pflaumer as Spokane Tort Reviewer
-----------------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington authorized the Diocese of
Spokane, the Official Committee of Tort Claimants, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes -- proponents to the Joint Plan of
Reorganization -- and the Official Committee of Tort Litigants to
employ Kate Pflaumer as Tort Claim Reviewer under the Plan.

Judge Williams declares that Kate Pflaumer and her paralegal or
clerical employees are "authorized persons," and are permitted to
(i) know the identity of confidential claimants, and (ii) review
the confidential proofs of claim for sexual abuse.

As reported in the Troubled Company Reporter on Feb. 1, 2007,
the significance of the role of the TCR is demonstrated by:

    1. Proof of Abuse -- The TCR receives all records and
       documents produced by the Tort Claimant, and has all the
       rights and powers of the Diocese to take Discovery.  It is
       within the sole discretion of the TCR to assess the
       credibility and competency of the evidences in order to
       promote justice.

    2. Determinations by TCR and Requests for Reconsideration --
       The TCR's determination of the Tort Claim is deemed final,
       unless the Tort Claimant makes a timely request for
       reconsideration.  Consequently, the TCR's determination of
       the request for consideration will be deemed final and not
       subject to appeal.

The other responsibilities of the TCR include:

    (a) Determining the allowance of the Tort Claim, pursuant to
        either the Convenience Process, the Compromise Process, or
        the Matrix Process;

    (b) Estimating the aggregate amount of the Matrix Tort Claims,
        the Litigation Tort Claims, and Non-Releasing Litigation
        Tort Claims; and establishing the Matrix Fund, the
        Litigation Fund, and the Non-Releasing Litigation Fund;

    (c) Taking sworn oral statements from certain Class 7 Tort
        Claimants regarding the abuse suffered by the claimants;
        and

    (d) Reviewing and analyzing the confidential Proofs of Claim
        for sexual abuse records, and gaining further
        understanding of the nature and scope of sexual abuse in
        the Catholic Church in general, and in the Diocese of
        Spokane in particular.

In exchange for her services, Ms. Pflaumer will be paid an hourly
rate of $300.  She will also be paid an hourly rate of $150 for
travel time.  Ms. Pflaumer will rent an office space in Spokane,
Wash., and at her discretion, employ a legal secretary or legal
assistant to be compensated timely by the Diocese.

An office for the TCR in the Spokane area and a legal assistant
located there are essential to the efficient administration of the
TCR's duties.  Moreover, these and similar overhead items are
case- and function-specific and are not ordinary "overhead."
These items are compensable in full as part of the TCR's
professional fees.

Ms. Pflaumer will make periodic applications for compensation and
cost reimbursement to be paid by the Bankruptcy Estate, except for
her rent and salary for her secretary or assistant, which will be
paid promptly and directly by the Diocese.  The payments by the
Diocese or the Bankruptcy Estate will apply against the Diocese's
Note as provided in the Plan.  Post-confirmation, her fees, costs
and expenses will be treated as part of the fees and expenses of
the Plan; paid by the Plan Trust; and must be submitted to the
Bankruptcy Court for approval.

The Plan Proponents and the Tort Litigants' Committee assured the
Court that Ms. Pflaumer is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007. (Catholic Church Bankruptcy News,
Issue No. 77; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CELESTICA INC: Yourman Represents Shareholders in Class Suit
------------------------------------------------------------
Celestica Inc.'s shareholders who purchased or acquired the
securities of the company during the period July 27, 2006, through
Dec. 12,2006, were represented by Yourman Alexander & Parekh LLP,
in filing lawsuits seeking class action status against the
company.

The lawsuits allege, in part, that the company and certain of its
officers and directors violated federal securities laws by issuing
statements, concerning the company's financial performance and
future prospects, that were materially false and misleading when
made.  It was further alleged that when making these statements,
the company failed to disclose and misrepresented the fact that
the company was experiencing declining demand in its Mexican
operations and in its Information Technology and Communications
market segments, and therefore had no reasonable basis to project
adjusted earnings per share ranging from $0.12 to $0.20.

The shareholders said the lawsuits were pending in the United
States District Court for the Southern District of New York.

The shareholders disclosed that the shares of Celestica declined
when this undisclosed information became public.

                      About Celestica Inc.

Headquartered in Toronto, Canada, Celestica, Inc. (NYSE: CLS)
-- http://www.celestica.com/-- is a global provider of
electronics manufacturing services to original equipment
manufacturers in the information technology and communications
industry.  For the year ended December 2006, the company generated
adjusted EBITDA totaling $274 million from $8.8 billion in net
sales.

                          *     *     *

Celestica Inc.'s 7-5/8% Senior Subordinated Notes due 2013 carry
Moody's Investors Service's 'B2' rating, Fitch's 'B+' rating and
Standard & Poor's 'B' rating.


CELLSTAR CORP: Earns $4.8 Million in Fiscal Year Ended November 30
------------------------------------------------------------------
Cellstar Corp. reported $4.8 million of net income on
$943.1 million of revenues for the fiscal year ended Nov. 30,
2006, compared with a $24.6 million net loss on $987.7 million of
revenues for the year ended Nov. 30, 2005.

Revenues decreased $44.6 million in fiscal 2006, primarily due to
a decrease of $54.1 million in North American Region revenues
predominantly due to a decrease in the company's insurance
replacement business of $73.3 million as a result of the loss of
the majority of the lock/line LLC business in April 2006, as well
as a decrease of $10.8 million in the indirect channel business,
partially offset by an increase of $21.8 million in the region's
regional carrier group business.

Gross profit increased $15.1 million from $50.3 million in 2005 to
$65.4 million in 2006.  Gross profit as a percentage of revenues
was 6.9% in 2006, compared to 5.1% in 2005.

Selling, general and administrative expenses decreased from
$51.2 million in 2005 to $50.5 million in 2006.  In fiscal 2006,
there was a reduction in payroll and benefits of $1.1 million in
the North American and Corporate segments combined as the company
continued to align overhead expenses with the remaining
operations.

The company recognized a gain of $566,000 related to the
redemption of $10.5 million of senior notes at a 1 percent
discount on Sept. 7, 2006, which also includes the reversal of
interest previously accrued.

The company recognized a $2.4 million expense, absent in fiscal
2005, associated with the Comunicacion Inalambrica Inteligente
S.A. de C.V. (CII) joint venture in the company's Mexico
operations.

The company had an income tax expense of $2.8 million in 2006
compared to $845,000 of expense in 2005.

The company recorded a $585,000 income from discontinued
operations of the company's Asia-Pacific region in fiscal 2006
compared to a $17.3 million loss in fiscal 2005.  In 2005, the
company sold its operations in the PRC, Hong Kong and Taiwan,
completing its exit of the Asia-Pacific Region.

At Nov. 30, 2006, the company's balance sheet showed $236 million
in total assets, $219.2 million in total liabilities, and
$16.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?1a1d

At Nov. 30, 2006, the company had $28.6 million in cash and cash
equivalents, compared to $10.7 million at Nov. 30, 2005.  The
increase in cash and cash equivalents at Nov. 30, 2006, was due to
$15.6 million net cash provided by operating activities in fiscal
2006.

                       About CellStar Corp.

Coppell, Texas-based CellStar Corp. (OTC Pink Sheets: CLST) --
http://www.cellstar.com/-- is a distributor of wireless products
and provider of distribution and value-added logistics services to
the wireless communications industry, serving network operators,
agents, resellers, dealers, and retailers with operations in the
North American and Latin American Regions.

                          *     *     *

CellStar Corp. carries Moody's Investors Service's Ca Subordinated
Debt rating.


CENTURY ALUMINUM: Posts $119.1 Million Net Loss in 4th Qtr. 2006
----------------------------------------------------------------
Century Aluminum Company reported a net loss of $119.1 million for
the fourth quarter of 2006.  Reported fourth quarter results were
impacted by a net after-tax charge of $174.3 million for mark-to-
market adjustments on forward contracts that do not qualify for
cash flow hedge accounting and by a gain on the sale of surplus
land.  The dilutive effect of the convertible notes, options and
performance shares would reduce Basic EPS by $0.06 per share.

For the fourth quarter of 2005, the company reported a net loss of
$148.7 million.  Reported results for this quarter were impacted
by an after-tax charge of $164.6 million for mark-to-market
adjustments on forward contracts that do not qualify for cash flow
hedge accounting.  The dilutive effect of the options and
performance shares would reduce Basic EPS by $0.01 per share.

Recent highlights include:

     * 2006 was a record year for primary aluminum shipments (up
       10 percent over 2005), net sales (up 38 percent),
       operating income (up 144 percent) and net cash provided by
       operations (up 37 percent).

     * The expansion of the Grundartangi, Iceland plant to
       220,000 tonnes was completed in December, on schedule and
       on budget.

     * The further expansion of Grundartangi to 260,000 tonnes is
       proceeding on schedule and on budget.

     * Hawesville achieved record production and safety results
       in 2006.

     * Ravenswood, which was impacted by a labor-related potline
       shutdown in August, is now operating normally.

     * The company continues to make progress on the Helguvik
       greenfield project.

For 2006, Century reported a net loss of $41.0.  Total year
results include a net after-tax charge of $241.7 million ($7.46
per basic share) for mark-to-market adjustments on forward
contracts that do not qualify for cash flow hedge accounting and
by a gain on the sale of surplus land. The dilutive effect of the
convertible notes, options and performance shares would reduce
Basic EPS by $0.17 per share.

For 2005, the company reported a net loss of $116.3 million.
Reported results for this year were impacted by an after-tax
charge of $198.2 million for mark-to-market adjustments on forward
contracts that do not qualify for cash flow hedge accounting.  The
dilutive effect of the options and performance shares would reduce
Basic EPS by $0.01 per share.

Sales for the fourth quarter of 2006 were $424.4 million compared
with $292.9 million for the fourth quarter of 2005.  Shipments of
primary aluminum for the 2006 fourth quarter were 181,675 tonnes,
compared with 156,015 tonnes shipped in the year-ago quarter.

Sales for 2006 were $1.6 billion compared with $1.1 billion for
2005, and total 2006 primary aluminum shipments of 679,939 tonnes
compared with 615,842 tonnes shipped in 2005.

"In a year of robust commodity markets, we achieved important
milestones and posted record results," said President And Chief
Executive Officer Logan W. Kruger.  "We concluded labor contracts
with the United Steelworkers at both of our operated U.S.
smelters. The innovative agreement with the power provider at
Ravenswood provides for shared gains at today's metal prices and
an acceptable rate during lower market environments. Hawesville
achieved the highest production in the plant's 36-year history.

"At Nordural, we completed a major brownfield expansion from
90,000 to 220,000 tonnes on schedule and budget. We secured the
energy required to accelerate a further expansion to 260,000
tonnes from late 2008 to the fourth quarter of 2007; this project
also remains on schedule and on budget. We achieved a significant
milestone for our Helguvik greenfield venture when we signed a
memorandum of understanding with Iceland's two major geothermal
power providers to purchase electrical energy for the project.

"I am pleased with the performance of the entire Century team. We
enter 2007 as a larger and more competitive company, well
positioned for further profitable growth."

                  About Century Aluminum Company

Headquartered in Monterey, California, Century Aluminum Company
(NASDAQ:CENX) -- http://www.centuryca.com/-- owns and operates a
244,000 mtpy plant at Hawesville, Kentucky; a 170,000 mtpy plant
at Ravenswood, West Virginia; and a 90,000 mtpy plant at
Grundartangi, Iceland.  The company also owns a 49.67% interest in
a 222,000 mtpy reduction plant at Mt. Holly, South Carolina.
ALCOA Inc. owns the remainder of the plant and is the operating
partner.  Century also holds a 50% share of the 1.25 million mtpy
Gramercy Alumina refinery in Gramercy, Louisiana and related
bauxite assets in Jamaica.

                          *      *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Century Aluminum Company.


CHARTER COMM: Taps J.P. Morgan, et al. to Expand $6.85BB Facility
-----------------------------------------------------------------
Charter Communications Inc. has engaged J.P. Morgan Securities
Inc., Banc of America Securities LLC, and Citigroup Global Markets
Inc. to arrange and syndicate a refinancing and expansion of the
existing $6.85 billion senior secured credit facilities of its
subsidiary, Charter Communications Operating, LLC.

The proposed transaction included:

   * a new $8.05 billion Senior Secured Credit Facilities,
     consisting of a $1.5 billion Revolving Credit Facility;

   * a $1 billion New Term Facility;

   * a $5 billion Refinancing Term Loan; and

   * a $550 million Second Lien Term Loan.

Charter would use a portion of the additional proceeds from the
Transaction to redeem up to $550 million floating rate notes due
2010 issued by CCO Holdings, LLC and up to $187 million 8.625%
senior notes due 2009 issued by Charter Communications Holdings,
LLC.

Charter would benefit from extended debt maturities and improved
liquidity, subjected to market conditions.  Charter expected that
the transaction would be completed within the next few weeks.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ:CHTR) -- http://www.charter.com/-- is a broadband
communications company and a publicly traded cable operator in the
United States.  Charter provides advanced broadband services,
including Charter Digital(R) video entertainment programming,
Charter High-Speed(TM) Internet access service, and Charter
Telephone(TM) services.  Charter Business(TM)provides scalable,
tailored and cost-effective broadband communications solutions
such as business-to-business Internet access, data networking,
video and music entertainment services and business telephone.
Charter's advertising sales and production services are sold under
the Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2007,
Standard & Poor's Ratings Services placed its ratings on St.
Louis, Missouri-based cable television provider, Charter
Communications Inc. and its subsidiary Charter Communications
Holdings LLC, including the 'CCC+' corporate credit ratings, on
CreditWatch with positive implications.


CHASE MORTGAGE: Fitch Affirms Low-B Ratings on 10 Cert. Classes
---------------------------------------------------------------
Fitch Ratings has affirmed these Chase Mortgage Finance Trust
transactions:

Series 2005-A1

   -- Class A at 'AAA';
   -- Class M at 'AA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB';
   -- Class B-4 at 'B'.

Series 2005-A2

   -- Class A at 'AAA';
   -- Class M at 'AA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB';
   -- Class B-4 at 'B'.

Series 2005-S1

   -- Class A at 'AAA';
   -- Class M at 'AA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB';
   -- Class B-4 at 'B'.

Series 2005-S2

   -- Class A at 'AAA';
   -- Class M at 'AA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB';
   -- Class B-4 at 'B'.

Series 2005-S3

   -- Class A at 'AAA';
   -- Class M at 'AA';
   -- Class B-1 at 'A';
   -- Class B-2 at 'BBB';
   -- Class B-3 at 'BB';
   -- Class B-4 at 'B'.

The affirmations, affecting approximately $4.6 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  In addition, all of the
above transactions have experienced growth in CE and have suffered
no losses to date.

The collateral for the above transaction consists of 15-year and
30-year mortgage loans extended to prime borrowers and secured by
first liens on one- to four-family residential properties.  In
addition, the loans underlying the 'A' series transactions are
adjustable-rate and the loans underlying the 'S' series
transactions are fixed-rate.  The loans were originated or
acquired by Chase Manhattan Mortgage Corporation and are serviced
by Chase Home Finance, LLC, which is rated 'RPS1' by Fitch.

As of the January 2007 distribution date, the pool factors range
from 84% to 92%.  In addition, the transactions are seasoned from
13 months to 21 months.


CHATTEM INC: Earns $45.1 Million in Year Ended Nov. 30, 2006
------------------------------------------------------------
Chattem Inc. reported $45.1 million of net income on
$300.5 million of revenues for the year ended Nov. 30, 2006,
compared with $36 million of net income on $279.3 million of
revenues for the year ended Nov. 30, 2005.

Total revenues increased 11% over the prior year excluding sales
of pHisoderm(R), which was divested in November 2005.  Revenue
growth for fiscal year 2006 was led by Gold Bond, Dexatrim,
Selsun, BullFrog and Pamprin along with the new product launch of
Icy Hot Pro-Therapy.

Net income for the fourth quarter of fiscal 2006 was $4.9 million,
compared to $2.4 million in the prior year quarter.  In the fourth
quarter of fiscal 2006, the company recorded a reserve for Icy Hot
Pro-Therapy retail and in-house inventory exposure totaling
$5.3 million which resulted in negative sales for the brand and
higher costs of sales during the fiscal fourth quarter of 2006.

Total revenues for the fourth quarter of fiscal 2006 were
$65.1 million, compared to total revenues of $63.9 million in the
prior year quarter, representing a 2% increase.  Revenue growth
for the quarter was driven by the continued strength of the Gold
Bond, Dexatrim, BullFrog and Pamprin businesses offset by a
reduction in sales of Icy Hot Pro-Therapy resulting from a reserve
for retail returns recorded in the fourth quarter.

                       Financial Highlights

Gross margin for fiscal 2006 was 68.7%, compared to 71.4% during
fiscal 2005 largely attributable to the launch of Icy Hot Pro-
Therapy, which has lower gross margins than the company's other
products.

Advertising and promotion expense was 32% for fiscal 2006 compared
to 27.5% during fiscal 2005, due primarily to increased spending
to support the company's new product introductions.

Selling, general and administrative expenses decreased to 15.6%
during fiscal 2006 compared to 16.9% during fiscal 2005 reflecting
lower restricted stock and variable compensation expense, offset
by share-based payment expense under SFAS 123R.

During fiscal 2006, the company repurchased 1.2 million shares at
an average cost of $33.57 per share, or $39.3 million in the
aggregate.

The company completed a private offering of $125 million 2%
Convertible Senior Notes, the proceeds of which were used to fund
in part the acquisition of brands from Johnson & Johnson.

The company successfully resolved its Dexatrim PPA litigation and
recovered $19.3 million, net of legal expenses.

"From a capital structure perspective, we completed a $125 million
convertible debt offering on very attractive terms and
repurchased, during the first nine months of the fiscal year,
1.2 million shares of our common stock at an average price of
$33.57 per share.  Also, the Dexatrim(R) PPA litigation was
brought to closure with the receipt of $19.3 million before taxes,
or about $0.65 per share.

"Operationally, Chattem experienced a very good year with solid
growth in sales led by strong performances from Gold Bond(R),
Dexatrim, BullFrog(R), Pamprin(R) and Selsun(R), the latter in
spite of unprecedented competitive pressures from Head &
Shoulders(R).

"Somewhat offsetting these positive events was the launch of Icy
Hot(R) Pro-Therapy(TM) which, while contributing to sales growth,
experienced disappointing overall performance resulting in a
direct operating loss of about $0.20 and $0.40 per share in the
fourth quarter and fiscal year, respectively, for the brand.
Looking ahead to fiscal 2007, we anticipate another excellent year
with continued impressive performance of the base business, smooth
integration of the acquired brands and management of Icy Hot Pro-
Therapy at about break-even levels."

At Nov. 30, 2006, the company's balance sheet showed
$415.3 million in total assets, $279.7 million in total
liabilities, and $135.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?1a1c

                       Acquisition of Brands

On Jan. 2, 2007, the company completed the closing of the
previously announced agreement to acquire the U.S. rights to five
leading consumer and over-the-counter brands from Johnson &
Johnson for $410 million.  The acquired brands include ACT(R), an
anti-cavity mouthwash/mouth rinse; Cortizone, a hydrocortisone
anti-itch product; Unisom(R), an OTC sleep aid; Kaopectate(R), an
anti-diarrhea product; and Balmex(R), a diaper rash product.

The acquisition was funded in part with the proceeds from a new
$300 million term loan arranged and led by Bank of America
pursuant to a Fifth Amendment to and restatement of the company's
Credit Agreement, with the remaining funds principally provided
through the use of a portion of the proceeds derived from the
company's previously announced sale of $125 million 2% Convertible
Senior Notes due 2013.

"The company completed another outstanding year in fiscal 2006,
highlighted by several key events.  Most significantly, we reached
an agreement to acquire five major brands from Johnson & Johnson,
a transaction which subsequently closed on Jan. 2, 2007," said
Chief Executive Officer Zan Guerry.

                          About Chattem

Chattem Inc. (NASDAQ: CHTT) -- http://www.chattem.com/-- is a
leading marketer and manufacturer of a broad portfolio of branded
over the counter healthcare products, toiletries and dietary
supplements.  The company's portfolio of products includes well-
recognized brands such as Icy Hot(R), Gold Bond(R), Selsun
Blue(R), ACT(R), Cortizone and Unisom(R).  Chattem conducts a
portion of its global business through subsidiaries in the United
Kingdom, Ireland and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 5, 2006,
Moody's Investors Service affirmed the Ba3 corporate family
rating of Chattem Inc. and lowered the senior subordinated
rating to B2 from B1.  Moody's said the outlook is stable.


CIFC FUNDING: S&P Rates $17 Million Class B-2L Certificates at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CIFC Funding 2007-1 Ltd./CIFC Funding 2007-1 LLC's
$374 million floating-rate notes due 2021.

The preliminary ratings are based on information as of Feb. 20,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more junior
        classes and income notes;

     -- The transaction's cash flow structure, which was subjected
        to various stresses requested by Standard & Poor's;

     -- The experience of the portfolio manager; and

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.

                   Preliminary Ratings Assigned

                     CIFC Funding 2007-1 Ltd.
                     CIFC Funding 2007-1 LLC

    Class                      Rating              Amount
    -----                      ------              ------------
    A-1L                       AAA                 $100,000,000
    A-1LAt                     AAA                  $77,800,000
    A-1LAr*                    AAA                  $75,000,000
    A-1LB                      AAA                  $38,200,000
    A-2L                       AA                   $24,000,000
    A-3L                       A                    $25,000,000
    B-1L                       BBB                  $17,000,000
    B-2L                       BB                   $17,000,000
    Income notes               NR                   $34,725,000

                 * Variable-funding note.
                       NR - Not rated.


COHR HOLDINGS: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------
Moody's assigned a B1 rating to the proposed first lien credit
facilities and a B2 Corporate Family Rating to Cohr Holdings,
Inc., dba Masterplan.

Proceeds from the proposed facilities will be used to purchase the
equity of Masterplan from the former sponsor group, repay existing
long-term indebtedness and pay transaction fees and expenses.

The assignment of a Corporate Family Rating of B2 primarily
reflects the following factors:

   1) weak financial metrics: primarily high leverage and modest
      free cash flow;

   2) significant customer concentration which is somewhat offset
      by the existence of long-term contracts and a high customer
      retention rate; and

   3) Masterplan's positioning as a very small player in the
      highly competitive market for diagnostic imaging and
      biomedical equipment maintenance and repair services.

Other factors that serve to depress the rating are the capitated
nature of the company contracts and its reliance on technology to
effectively manage its highly dispersed network of technicians.

The impact of the above negative factors is lessened by the
quality of the company's client relationships, the cash flow
stability afforded by the company's contracts, the lack of direct
government reimbursement risk and the minimal capital expenditure
and working capital requirements inherent in the company's
business model.

The stable outlook anticipates that Masterplan will endeavor to
reduce customer concentration as it adds new contract wins while
continuing to retain existing customer relationships.  Moody's
also expects that the company will take a measured approach to
acquisitions within its existing industry space and that such
acquisitions will be immediately accretive to cash flow.

These are the rating actions:

   -- $20 million revolving credit facility, due 2013, B1, LGD3,
      35%

   -- $130 million senior secured term loan B1, due 2013, B1,
      LGD3, 35%

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

Masterplan is the leading independent service organization in the
diagnostic imaging and biomedical equipment maintenance and repair
services industry.  The company maintains technicians in both
equipment modalities at over 300 separate facilities across 32
states.


COINMACH SERVICE: Earns $860,000 in Third Quarter 2007
------------------------------------------------------
Coinmach Service Corp. earned $860,000 of net income on
$140,971,000 of revenues for the three months ended Dec. 31, 2006,
compared to a $2,666,000 net loss on $138,744,000 of revenues for
the three months ended Dec. 31, 2005.

The company's balance sheet at Dec. 31, 2006, showed total assets
of $894,792,000, total liabilities of $786,912,000, and total
stockholders' equity of $107,880,000.

The company's December 31 balance sheet also showed strained
liquidity with $68,284,000 in total current assets available to
pay $84,482,000 in total current liabilities.

Commenting on the results, Stephen Kerrigan, the company's
chairman and chief executive officer, said, "[s]everal factors
have contributed to the continuing overall improvement in
financial results.  In the route operations, same store sales
continue to improve due to ongoing occupancy rate improvements
coupled with pricing strategies implemented throughout the
company's diverse operating regions.  Additionally, the
acquisition of American Sales Inc. in April 2006 is contributing
to the improved financial performance.  Appliance Warehouse, our
rental equipment division, continues to grow, generating record
quarterly revenues and EBITDA.  Finally, we have improved the
margins of our distribution business, Super Laundry, which reflect
the restructuring efforts implemented this past year."

"Given the company's financial performance for the nine months
ended Dec. 31, 2006, we are optimistic that during the remainder
of the 2007 fiscal year, we will continue to build upon the
financial improvements reported to date.  In that regard, we
intend to continue the emphasis on pricing strategies to drive
same store sales improvements.  Additionally, we anticipate that
the integration and resulting expansion of ASI will contribute to
the improved financial results as the college and university
bidding season approaches in early fiscal 2008.  Finally, we
expect to expand Appliance Warehouse in coming months into two new
operating regions which should enhance growth in revenues and cash
flow at our rental operations," Mr. Kerrigan added.

The company's revenue increased by approximately $2.3 million, or
2%, for the three-month period ended Dec. 31, 2006, as compared to
the prior year's corresponding period.  Revenue increased by
approximately $11.7 million, or 3%, for the nine-month period
ended Dec. 31, 2006, as compared to the prior year's corresponding
period.

Route revenue for the three months ended Dec. 31, 2006, increased
by approximately $3.3 million, or 3%, over the prior year's
corresponding period. Route revenue for the nine months ended
Dec. 31, 2006, increased by approximately $10.7 million, or 3%,
over the prior year's corresponding period.  The increase was
primarily due to an improvement in same store sales driven by the
company's pricing strategies and the general recovery in occupancy
rates throughout the company's operating regions, as well as
additional revenue generated from the American Sales Inc.
acquisition.

The company acquired American Sales Inc. on April 3, 2006, for a
purchase price of $15.0 million.  ASI was a laundry service
provider to colleges and universities in the mid-west.

Rental revenue for the three months ended Dec. 31, 2006, increased
by approximately $0.4 million, or 4%, over the prior year's
corresponding period.  Rental revenue for the nine months ended
December 31, 2006 increased by approximately $2.1 million, or 8%,
over the prior year's corresponding period.  The increase was
primarily the result of the company's continuing internal growth
of the machine base in existing areas of operations during the
current and prior years, as well as the result of a "tuck-in"
acquisition during the prior year.

Distribution revenue for the three months ended Dec. 31, 2006,
decreased by approximately $1.4 million, or 19%, over the prior
year's corresponding period as compared to the prior year's
corresponding period. Distribution revenue for the nine months
ended Dec. 31, 2006, decreased by approximately $1.1 million, or
6%, from the prior year's corresponding period.  The decrease was
primarily due to decreased equipment sales.  Sales from the
distribution business unit are sensitive to general market and
economic conditions.

General and administrative expenses decreased by approximately
$0.5 million for the three-month period ended Dec. 31, 2006, as
compared to the prior year's corresponding period.  General and
administrative expenses increased by less than $0.1 million for
the nine-month period ended Dec. 31, 2006, as compared to the
prior year's corresponding period.

The decrease in general and administrative expenses was primarily
due to the timing of employee benefit costs, professional fees,
audit and legal fees associated with being a public company, as
well as costs related to continued procedures in order to comply
with the Sarbanes-Oxley Act of 2002.  As a percentage of revenues,
general and administrative expenses were approximately 2% for the
three-month and the nine-month periods ended Dec. 31, 2006, and
Dec. 31, 2005.

Depreciation and amortization expense decreased by approximately
$0.2 million, or less than 1%, for the three-month period ended
Dec. 31, 2006, as compared to the prior year's corresponding
period. Depreciation and amortization expense decreased by
approximately $1.0 million, or 2%, for the nine-month period ended
Dec. 31, 2006, as compared to the prior year's corresponding
period.  The decrease in depreciation and amortization expense was
primarily due to a reduction in depreciation expense relating to
reduced capital expenditures made in prior years.

Amortization of advance location payments decreased by
approximately $0.1 million, or 2%, for the three-month period
ended Dec. 31, 2006, as compared to the prior year's corresponding
period.  Amortization of advance location payments increased by
approximately $0.5 million, or 4%, for the nine-month period ended
Dec. 31, 2006, as compared to the prior year's corresponding
period.  The increase in amortization expense for the nine-month
period is primarily due to the timing of leases signed or renewed,
as such related advance location payments are capitalized and
amortized over the life of the applicable leases.

Amortization of intangibles increased by less than $0.1 million,
or 1%, for the three-month period ended Dec. 31, 2006, as compared
to the prior year's corresponding period.  Amortization of
intangibles increased by approximately $0.2 million, or 2%, for
the nine-month period ended Dec. 31, 2006, as compared to the
prior year's corresponding period.  The increase was primarily due
to additional amortization expense relating to the acquisitions.

Full-text copies of the company's financial statements for the
quarter ended Dec. 31, 2006, are available for free at:

               http://researcharchives.com/t/s?1a19

About Coinmach Service Corp.

Based in Plainview, New York, Coinmach Service Corp. provides
outsourced laundry equipment services for multifamily housing
properties in North America.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Standard & Poor's Ratings Services revised its outlook on
Plainview, New York-based Coinmach Service Corp. to negative from
stable.  At the same time, existing ratings on CSC, including its
'B' corporate credit rating, were affirmed.


DAYTON SUPERIOR: Dec. 31 Balance Sheet Upside-Down by $101 Million
------------------------------------------------------------------
Dayton Superior Corp. reported a fourth quarter net loss of
$10 million and a full year net loss of $18 million.

Fourth quarter 2006 sales totaled a record $116 million, up 14%
over the fourth quarter of 2005.  Product sales were $88 million,
an increase of 5% from the fourth quarter of 2005.  Rental revenue
of $18 million increased 36% from $14 million in the fourth
quarter of 2005 - the result of an improving rental market.  Used
rental equipment sales more than doubled to $10 million over the
fourth quarter of 2005 due to higher customer demand.  Used rental
equipment sales may vary significantly from quarter to quarter.

The company reported a net loss of $10 million for the fourth
quarter of 2006, as compared to $88 million for the fourth quarter
of 2005.  The fourth quarter of 2005 included a $64 million
impairment of goodwill that did not recur in 2006.

2006 full year sales were $479 million, up $60 million, or 14%,
from 2005.  Product sales were $388 million, an increase of
$35 million, or 10%, from 2005.  Unit volume was higher due to
improving markets, and higher sales prices also contributed to the
increase in product sales.  Rental revenue of $63 million for 2006
increased 27% from $49 million in 2005 due to an improving rental
market.  Used rental equipment sales increased to $28 million for
2006 from $17 million in 2005 due to customer demand.

The company reported a net loss of $18 million for 2006, compared
to $115 million in 2005.

At Dec. 31, 2006, the company's balance sheet showed total assets
of $321,635,000 and total liabilities of $423,179,000, resulting
in a shareholders' deficit of $101,544,000.

                         Public Offering

In December 2006, the company successfully completed an initial
public offering and raised $87 million in net proceeds.

Eric R. Zimmerman, Dayton Superior's President and Chief Executive
Officer said, "2006 was a year of substantial and positive change
for Dayton Superior.  Our markets improved as did our execution.
The combined result was significantly improved financial
performance allowing the successful IPO in December 2006.  We
still have much work to do, but our 2006 performance places a
solid foundation under our continuous improvement plans.  Current
weather challenges aside, as we look through 2007, we are
encouraged by the momentum in the non-residential building markets
and look forward to regularly appraising our shareholders of our
progress."

                      About Dayton Superior

Dayton Superior Corporation -- http://www.daytonsuperior.com/--  
(NASDAQ:DSUP) provides specialized products consumed in non-
residential, concrete construction, and is the largest concrete
forming and shoring rental company serving the domestic, non-
residential construction market.  The company's products can be
found on construction sites nationwide and are used in non-
residential construction projects, including: infrastructure
projects, such as highways, bridges, airports, power plants and
water management projects; institutional projects, such as
schools, stadiums, hospitals and government buildings; and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.


DERRICK PATTERSON: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Derrick L. Patterson
        153 Hermer Circle
        Atlanta, GA 30311

Bankruptcy Case No.: 07-61961

Chapter 11 Petition Date: February 5, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Diana McDonald, Esq.
                  Diana McDonald, LLC
                  Suite C - George Towne Creek
                  2800 Peachtree Industrial Boulevard
                  Duluth, GA 30097
                  Tel: (678) 542-2255

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Home Depot Credit Services                  $10,000
Processing Center
Des Moines, IA 50364

Atlanta Water                               $10,000
55 Trinity Avenue
Atlanta, GA 30335-0330

Chase                                       $16,854
P.O. Box 15153
Wilmington, DE 19886-5650

Citi Cards                                   $8,101

Georgia Power Payments                       $7,000

Capital One                                  $7,431

Discover                                     $6,146

Bank of America                              $5,000

Gas South                                    $4,000

Georgia Natural Gas                          $4,000

Bellsouth Pro Center                         $1,300

Dekalb Water                                   $500

Creative Loafing Newspaper                     $250

Clayton County Water Authority                 $200

JC Penny Credit Services                        $50
Customer Service


EAGLE INSURANCE: New Jersey Superior Court Approves Rehabilitation
------------------------------------------------------------------
The Superior Court of New Jersey granted the application of Steven
H. Goldman, the Commissioner of the Department of Banking and
Insurance, for the rehabilitation of Eagle Insurance Company and
its subsidiaries.

The Court's ensuing order for rehabilitation appointed Mr. Goldman
as rehabilitator of Eagle.

A copy of the Order of Rehabilitation is available for public
inspection during regular business hours at these locations:

   a) Eagle Insurance Company
      999 Stewart Avenue
      Bethpage, NY 11714

   b) New Jersey Department of Banking and Insurance
      Office of the Solvency Regulation
      8th Floor
      20 West State Street
      Trenton, NJ 08625

   c) Superior Court of New Jersey
      Mercer County, Chancery Division
      General Equity Part
      5th Floor
      210 South Broad Street
      Trenton, NJ 08650

Headquartered in Bethpage, New York, Eagle Insurance Company is a
subsidiary of Robert Plan Corp., a provider of insurance products
and services to individuals, businesses, and the insurance
industry.


EARTHSHELL CORP: Section 341(a) Meeting Scheduled on February 27
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of
EarthShell(R) Corp.'s creditors at 10:00 a.m., on Feb. 27,
2007, at Room 2112, 2nd Floor, J. Caleb Boggs Federal Building, in
Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,173 and total debts of $11,865,460.  The Debtor's exclusive
period to file a chapter 11 reorganization plan expires on May 19,
2007.

                            Asset Sale

The Court authorized the Debtor to sell its assets at an auction
set for March 26, 2007.  Bids must be submitted by March 23, 2007,
with a $300,000 good faith deposit.

Earthshell Acquisition Corp., an affiliate of ReNewable Products,
Inc., is the stalking horse bidder.


EARTHSHELL CORP: U.S. Trustee Appoints Three-Member Official Panel
------------------------------------------------------------------
The U.S. Trustee for Region 3, appointed three creditors to serve
on an Official Committee of Unsecured Creditors in EarthShell(R)
Corp.'s Chapter 11 case.

The Creditors Committee consists of:

         1. Richard M. DiPasquale
            722 Ridgemont Circle
            Escondido, CA 92027
            Tel: (858) 231-0339
            Fax: (858) 271-5043

         2. Huhtamaki Oyj
            Lansituulentie 7
            FIN-02100
            Espoo, Finland
            Tel: 358-(0)10-686-7000
            Fax: 358-(0)10 686-7992

            Attn: Annina Bergstrom

         3. Alcalde & Fay
            2111 Wilson Boulevard, 8th Floor
            Arlington, VA 22201
            Tel: (703) 841-0626
            Fax: (703) 243-2874

            Attn: Kevin Fay

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,173 and total debts of $11,865,460.  The Debtor's exclusive
period to file a chapter 11 reorganization plan expires on May 19,
2007.

                            Asset Sale

The Court authorized the Debtor to sell its assets at an auction
set for March 26, 2007.  Bids must be submitted by March 23, 2007,
with a $300,000 good faith deposit.

Earthshell Acquisition Corp., an affiliate of ReNewable Products,
Inc., is the stalking horse bidder.


EARTHSHELL CORP: Official Committee Taps Arent Fox as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
EarthShell(R) Corp.'s chapter 11 case asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain Arent
Fox LLP as its bankruptcy counsel.

Arent Fox will:

    (a) assist, advise and represent the Committee in its
        consultation with the Debtor relative to the
        administration of this chapter 11 case;

    (b) assist, advise and represent the Committee in analyzing
        the Debtor's assets and liabilities, investigating the
        extent and validity of liens and participating in and
        reviewing any proposed asset sales or dispositions;

    (c) attend meetings and negotiate with the representatives of
        the Debtor and secured creditors;

    (d) assist and advise the Committee in its examination and
        analysis of the conduct of the Debtor's affairs;

    (e) assist the Committee in the review, analysis and
        negotiation of any plans of reorganization that may be
        filed and to assist the Committee in the review, analysis
        and negotiation of the disclosure statement accompanying
        any plan of reorganization;

    (f) assist the Committee in the review, analysis, and
        negotiation of any financing or funding agreements;

    (g) to take all necessary action to protect and preserve the
        interests of the Committee, including, without limitation,
        the prosecution of actions on its behalf, negotiations
        concerning all litigation in which the Debtor is involved,
        and review and analysis of all claims filed against the
        Debtor's estate;

    (h) generally prepare on behalf of the Committee all necessary
        motions, applications, answers, orders, reports and papers
        in support of positions taken by the Committee;

    (i) appear, as appropriate, before this Court, the Appellate
        Courts, and other Courts in which matters may be heard and
        to protect the interests of the Committee before said
        Courts and the United States Trustee; and

    (j) perform all other necessary legal services in this case.

Schuyler G. Carroll, Esq., a partner at Arent Fox, tells the Court
that professionals of the firm bill:

         Designation                Hourly Rate
         -----------                -----------
         Partners                   $440 - $720
         Of Counsel                 $440 - $705
         Associates                 $265 - $490
         Paraprofessionals          $140 - $235

Mr. Carroll assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Carroll can be reached at:

         Schuyler G. Carroll, Esq.
         Arent Fox LLP
         1675 Broadway
         225 West 52d Street
         New York, NY 10019
         Tel: (212) 484-3955
         http://www.arentfox.com/

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,173 and total debts of $11,865,460.  The Debtor's exclusive
period to file a chapter 11 reorganization plan expires on May 19,
2007.

                            Asset Sale

The Court authorized the Debtor to sell its assets at an auction
set for March 26, 2007.  Bids must be submitted by March 23, 2007,
with a $300,000 good faith deposit.

Earthshell Acquisition Corp., an affiliate of ReNewable Products,
Inc., is the stalking horse bidder.


ELIZABETH ARDEN: Reports 18.8% Increase in Sales for 2nd Q FY 2007
------------------------------------------------------------------
Elizabeth Arden Inc.'s net sales increased 18.8% to $410.8 million
for the three months ended Dec. 31, 2006, from $345.9 million in
the comparable period of the prior year.

Net income for the three months ended Dec. 31, 2006, was
$26.2 million compared to net income of $33.1 million in the same
period last year.  The company's earnings for the second quarter
of fiscal 2007 were impacted by transition and integration
expenses associated with the Company's recent acquisitions.

Elizabeth Arden's balance sheet at Dec. 31, 2006, showed total
assets of $913,833,000, total liabilities of $614,364,000, and
total shareholders' equity of $299,469,000.

Commenting on the results, E. Scott Beattie, Chairman, President
and Chief Executive Officer of Elizabeth Arden Inc., said, "[w]e
are pleased with our second quarter results and the general
execution of our business.  Our better than planned earnings
reflect the strength of our broad-based business model, which
spans multiple retail channels and geographies, as well as the
strength of our brand portfolio.   Overall, the recent
acquisitions are performing ahead of our original expectations.
We have completed the transition of the distribution activities
out of the Sovereign Sales facility and are on schedule to
integrate all remaining functions during the third fiscal
quarter."

"Although With Love.Hilary Duff ranked among the top three Fall
fragrance launches at U.S. department stores, our recently
launched fragrances were short of our internal retail sales
expectations, largely due to a softer than expected holiday season
for fragrances at U.S. department stores, Beattie added.  The rest
of our business units, however, performed at or better than plan."

The increase in net sales is due to approximately $51 million of
higher sales of distributed fragrances, primarily due to the
Sovereign acquisition, net of the loss of distributed brands
previously manufactured by Unilever Cosmetics.  Also contributing
to the increase was an increase of approximately $17 million in
net sales from new brands, including the with Love...Hilary Duff
fragrance and the brands acquired as part of the Riviera
acquisition, and an increase of approximately $12 million from
higher sales of Elizabeth Arden branded skin care and color
products, primarily in international markets.  Partially
offsetting these increases is approximately $6 million of lower
sales of the Britney Spears fragrances in U.S. department stores
due to the absence of a major product launch for the holiday
season.  Pricing changes had an immaterial effect on net sales.

Gross profit increased by 8.4% for the three months ended Dec. 31,
2006 compared to the three months ended Dec. 31, 2005.  The
increase in gross profit was primarily due to the higher sales
volumes.  Gross margin decreased to 38.5% for the three months
ended Dec. 31, 2006, from 42.1% for the three months ended
Dec. 31, 2005, due to (i) a higher proportion of the company's net
sales coming from distributed fragrances, which traditionally
operate at lower gross margins than the company's owned and
licensed fragrance brands, as a result of the Sovereign
acquisition, and (ii) transition costs associated with the
acquisition of Riviera Concepts Inc. and Sovereign Sales LLC.

Selling, general and administrative expenses increased 25.8% for
the three months ended Dec. 31, 2006 over the three months ended
December 31, 2005.  The increase was principally due to higher
promotional and product development costs of $10.0 million mainly
related to new fragrance launches, employee compensation costs
that were primarily incentive related of $8.3 million, and the
unfavorable effect of foreign exchange rates of $0.9 million.
Also contributing to the increase were transition costs associated
with the Riviera and Sovereign acquisitions.

Interest expense, net of interest income, increased by 28.0% for
the three months ended Dec. 31, 2006, compared to the three months
ended Dec. 31, 2005.  The increase is a result of higher average
borrowings under the company's credit facility primarily due to
the approximately $88.0 million of cash paid at closing for the
Sovereign acquisition in August 2006.

Net income for the three months ended December 31, 2006 was
$25.9 million as compared to $33.1 million for the three months
ended December 31, 2005.  The decrease was primarily a result of
lower income from operations due to the higher selling, general
and administrative expenses, partially offset by higher net sales,
gross profit and a decrease in the provision for income taxes.

Full-text copies of the company's financial statements for the
quarter ended Dec. 31, 2006, are available for free at:

               http://researcharchives.com/t/s?1a1b

                     About Elizabeth Arden

Elizabeth Arden (NASDAQ: RDEN) -- http://www.elizabetharden.com/
-- is a global prestige beauty products company.  The Company's
portfolio of brands includes the fragrance brands of Elizabeth
Arden: Red Door, Red Door Revealed, Elizabeth Arden 5th Avenue,
Elizabeth Arden after five, Elizabeth Arden green tea, and
Elizabeth Arden Provocative Woman; the fragrance brands of
Elizabeth Taylor: White Diamonds and Passion; the fragrances
brands of Britney Spears: curious, curious In Control and fantasy;
the Daytona 500 and GANT adventure men's fragrances; and the
fragrances White Shoulders, Geoffrey Beene's Grey Flannel, the
Halston brands, Halston and Halston Z-14, PS Fine Cologne for Men,
Design and Wings; the Elizabeth Arden skin care lines,
includingCeramide and Eight Hour Cream, PREVAGE(TM) anti-aging
treatment and the Elizabeth Arden color cosmetics line.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Elizabeth Arden and upgraded its B2 rating on the
Company's $225 million senior subordinated notes to B1.  In
addition, Moody's assigned an LGD5 rating to notes, suggesting
noteholders will experience a 70% loss in the event of a default.


EMI GROUP: WMG Shareholders Needn't Notify Interests Over EMI Deal
------------------------------------------------------------------
Warner Music Group Corp. clarifies that its shareholders will not
be required to notify their interests in WMG securities under
Rule 8 of the U.K. Takeover Code relating to dealings by
interested persons in its relevant securities.

Warner Music confirms that any possible offer for EMI Group plc is
likely to be solely in cash.

As a further result of this clarification, WMG will not be
required to disclose details under Rule 2.10 of the UK Takeover
Code relating to the number of its relevant securities in issue.

Warner Music also confirms that it has approached EMI Group about
a possible acquisition of its entire equity on Jan. 24, 2007,
after it obtained the Independent Music Publishers and Labels
Association's agreement to support it before the European
Commission and other relevant regulatory authorities.

If Warner Music were to make an offer for EMI Group within the
meaning of the U.K. Takeover Code, Warner Music has agreed with
IMPALA to implement some measures, including:

   * providing specified funding for (but taking no equity
     participation in) the recently announced Merlin initiative,
     the new global digital rights licensing platform established
     by the independent music labels to represent the world's
     independent music sector;

   * ensuring the divestiture of certain recorded music assets to
     reinforce the market power of the independent sector; and

   * pursuing various other behavioral commitments, which have the
     aim of benefiting the recorded music market as a whole and,
     in particular, the independent music sector.

By setting a new framework for the relationship between a combined
Warner Music and EMI Group and the independent music sector,
Warner Music believes that the agreement reached with IMPALA and
the measures envisaged under it improves the prospects for
regulatory approval of WMG and EMI's combination.

The agreement between WMG and IMPALA does not require IMPALA to
change its position in relation to any other pending regulatory
and legal proceedings.  IMPALA will maintain its position that the
Sony/BMG and Universal/BMG transactions continue to raise
competition issues unless suitable remedies are offered.

WMG believes that there is a compelling strategic, commercial, and
financial logic in a combination of the two companies and that
such a combination should maximize benefits for the shareholders
of both companies.

WMG's approach to EMI, however, remains in the preliminary stages
and there can be no certainty that the discussions will result in
any specific transaction.

                           About IMPALA

The Independent Music Publishers and Labels Association was
established in April 2000 as a non-profit making organization with
the purpose of ensuring assistance and fair market access to
independent record companies and music publishers.

IMPALA has an all-independent membership, which represents the
interests of the independent music sector.  IMPALA members include
main independent companies such as Beggars Group (UK), !K7
(Germany), Epitaph (US/NL), Naive (France), PIAS Group (Belgium),
Wagram (France), as well as national trade associations from the
UK (AIM), France (UPFI), Germany (VUT), Spain (UFI), Italy (PMI),
Denmark (DUP), Norway (FONO), Israel (PIL), Sweden (SOM), and the
Catalonian association APECAT.

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--  
became the only stand-alone music company to be publicly traded in
the United States in May 2005 that operates through numerous
international affiliates and licensees in more than 50 countries.
Warner Music is home to a collection of record labels in the music
industry including Asylum, Atlantic, Bad Boy, Cordless, East West,
Elektra, Lava, Maverick, Nonesuch, Reprise, Rhino, Rykodisc, Sire,
Warner Bros., and Word.

                          About EMI Group

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in China,
Brazil, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near GBP2 billion and operating profit
generated was over GBP225 million.

EMI Music operates the world famous recording facilities Abbey
Road Studios in London and Capitol Studios in Los Angeles.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on U.K.-based music group
EMI Group PLC to 'BB-' from 'BB'.  The 'B' short-term rating was
affirmed.  At the same time, the long-term corporate credit rating
and debt ratings were put on CreditWatch with negative
implications.


EMTA HOLDINGS: Appoints James G. MacNeil Jr. as VP for R&D
----------------------------------------------------------
EMTA Holdings Inc. has appointed James G. MacNeil, Jr., Ph.D. to
its executive team as Vice President of Research and Development.

Mr. MacNeil will manage the research and development of EMTA's
evolving family of innovative products that enhance engine
performance, reduce fuel consumption, extend equipment life,
reduce emissions and promote environmental safety.  R&D is
essential to EMTA's growth.  Mr. MacNeil will have charge of
expanding of the company's intellectual property portfolio,
testing its products in new applications, and consistently
improving existing products while developing new technology.  The
R&D facilities of EMTA Holdings Inc. are located at EMTA's
subsidiary Synergyn, in Durant, Okla.

Prior to joining EMTA, Mr. MacNeil was the General Manager of
Dover Chemical's Hammond Works, a division of Dover Chemical
Corporation that specializes in fuel and lubricant additives.
Previously, he had served Dover Chemical in various business and
marketing management positions since 1995.  He received his Ph.D.
in Organic Chemistry from the University of Iowa in 1992.

Edmond L. Lonergan, EMTA Holdings CEO and president, said, "We are
very pleased that Jim MacNeil has decided to join our team. He
brings a tremendous amount of experience in developing successful
commercial products in our target markets. He has been involved in
more than 20 different product launches and brings both a
developmental and marketing mentality to our company."

Mr. MacNeil stated, "I'm extremely excited to be joining the EMTA
team. I believe that my background is ideally suited to help bring
the XenTxT product line and the other EMTA products to the next
level of their development."

                            About EMTA

Headquartered in Scottsdale, Arizona, EMTA Holdings Inc.
(OTCBB: EMHD), is a holding company currently engaged in
providing innovative solutions to conserve energy usage,
particularly for petroleum-based fuels.  The company makes the
XenTx line of automotive energy conservation products.  The
company has developed unique products that are sold to industrial
and commercial customers as well as to retail consumers.  In
addition, the company is currently developing three new
lubrication products and is interested in identifying future
merger opportunities.

                          *     *     *

At Dec. 31, 2006, EMTA Holdings' balance sheet showed a
stockholders' deficit of $2,777,208, compared with a deficit of
$2,141,769, at Sept. 30, 2006.


ENESCO GROUP: U.S. Trustee Appoints Three-Member Official Panel
---------------------------------------------------------------
The U.S. Trustee for Region 11, appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Enesco Group,
Inc. and its debtor-affiliates chapter 11 cases.

The Creditors Committee consists of:

         1. Victradco Ltd.
            No. 1, Section 4
            7F Zhong Xiad East Road
            Taipei 106, Taiwan

            Representative:

            Terry Chang

         2. Disney Enterprises, Inc.
            500 South Buena Vista Street
            Burbank, CA 91521

            Representative:

            Alec M. Lipkind
            The Walt Disney Co.
            77 West 66th Street, 15th Floor
            New York, NY 10023

         3. Jim Shore Design, Inc.
            426 North Main Street
            Health Springs, SC 29058

            Representatives:

            Michael Molinaro
            Stanley F. Orszula

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Enesco Group

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home and
garden d,cor products.  Enesco's product lines include some of the
world's most recognizable brands, including Disney, Heartwood
Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine
Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home d,cor boutiques and direct mail retailers, as well
as mass-market chains.  The company serves markets operating in
Europe, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries in Europe, Canada and a business unit in Hong Kong,
Enesco's international distribution network leads the industry.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  The Debtors' financial
condition as of Nov. 30, 2006, showed total assets of $155,350,698
and total debts of $107,903,518.  The Debtors' exclusive period to
file a chapter 11 plan of reorganization expires on May 12, 2007.

                            Asset Sale

As reported in the Troubled Company Reporter on Feb. 19, 2007, EGI
Acquisition, LLC, an affiliate of Tinicum Capital Partners II,
L.P., a private investment partnership, completed the purchase of
substantially all of the assets of Enesco Group, Inc. and the
assumption of certain of Enesco's unsecured liabilities.  The
Court approved the transaction.


ENESCO GROUP: Committee Retains Adelman & Gettleman as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Enesco
Group, Inc. and its debtor-affiliates chapter 11 cases obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to retain Adelman & Gettleman, Ltd., as its
bankruptcy counsel.

Adelman & Gettleman is expected to:

    (a) advise the Committee with respect to its duties and powers
        in these cases;

    (b) consult with the Debtors, its counsel and other
        professionals concerning the administration of these
        cases;

    (c) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors, the operation of the Debtors' businesses and
        the desirability of the continuance of such businesses,
        and any other matter relevant to these cases or the
        formulation of a plan;

    (d) participate with the Committee in the formulation of a
        plan, if appropriate under the circumstances;

    (e) assist the Committee in requesting the appointment of a
        trustee or examiner, should such action be necessary; and

    (f) perform such other legal services as may be required in
        the interest of creditors.

The Committee discloses that the firm's attorneys bill:

         Professional                            Hourly Rate
         ------------                            -----------
         Howard L. Adelman, Esq.                    $440
         Chad H. Gettleman, Esq.                    $440
         Henry B. Merens, Esq.                      $440
         Brad A. Berish, Esq.                       $415
         Mark A. Carter, Esq.                       $415
         Adam P. Silverman, Esq.                    $385
         Nathan Q. Rugg, Esq.                       $340
         Steven B. Chaiken, Esq.                    $250

Mr. Gettleman, a shareholder of Adelman & Gettleman, assures the
Court that his firm does not represent any interest adverse to the
Debtors or their estates.

Mr. Gettleman can be reached at:

         Chad H. Gettleman, Esq.
         Adelman & Gettleman, Ltd.
         53 West Jackson Boulevard, Suite 1050
         Chicago, Illinois 60604-3701
         Tel: (312) 435-1050
         Fax: (312) 435-1059
         http://www.adelmangettlemanlaw.com/

                       About Enesco Group

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home and
garden d,cor products.  Enesco's product lines include some of the
world's most recognizable brands, including Disney, Heartwood
Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine
Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home d,cor boutiques and direct mail retailers, as well
as mass-market chains.  The company serves markets operating in
Europe, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries in Europe, Canada and a business unit in Hong Kong,
Enesco's international distribution network leads the industry.

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  The Debtors' financial
condition as of Nov. 30, 2006, showed total assets of $155,350,698
and total debts of $107,903,518.  The Debtors' exclusive period to
file a chapter 11 plan of reorganization expires on May 12, 2007.

                            Asset Sale

As reported in the Troubled Company Reporter on Feb. 19, 2007, EGI
Acquisition, LLC, an affiliate of Tinicum Capital Partners II,
L.P., a private investment partnership, completed the purchase of
substantially all of the assets of Enesco Group, Inc. and the
assumption of certain of Enesco's unsecured liabilities.  The
Court approved the transaction.


FURNITURE BRANDS: Moody's Cuts Rating on $400 Mil. Facility to Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded the rating on Furniture
Brands' unsecured revolver to Ba1 from Baa3, concluding a review
for possible downgrade initiated in December 2006.

At the same time, Moody's assigned a Ba1 corporate family rating
and a Ba1 probability of default rating to Furniture Brands.  The
rating outlook is stable.

The downgrade was based on deterioration in the company's margins
and credit metrics over the past 2 years and continuing challenges
in addressing weakness in its Broyhill brand, which combined with
moderating demand trend in its higher end brands, will likely
preclude a return to previous operating margins and cash flow for
the foreseeable future.

Furniture Brands' mid-tier brand, Broyhill, has struggled over the
past few years as the company attempted to revise its cost
structure and realign its pricing strategy.

"Although some of the company's higher end brands are not as large
as Broyhill in terms of revenue, in the past their strength
(profitability) provided a buffer against the operating struggles.
However, with softness now creeping in across all brands, Moody's
believes there is a risk that the company's operating difficulties
will linger." said Kevin Cassidy, Vice President/Senior Analyst at
Moody's.

Mr. Cassidy added that "these difficulties have diminished
operating cash flow (cash from operations less working capital
changes) by almost 35% since 2004 and that Moody's does not expect
operating cash flow to return to its previous levels over the next
few years."

Ratings assigned:

   -- Corporate family rating at Ba1;
   -- Probability of default rating at Ba1;

Rating downgraded:

   -- $400 million guaranteed revolving credit facility, due 2011,
      to Ba1, LGD4, 59% from Baa3.

Based in St. Louis, Missouri, Furniture Brands manufactures,
sources and sells case goods, stationary and upholstery products,
and other home furniture products.  Revenues for the year ended
Dec. 31, 2006 approximated $2.4 billion.


GALAXY NUTRITIONAL: Dec. 31 Balance Sheet Upside-Down by $2 Mil.
----------------------------------------------------------------
Galaxy Nutritional Food Inc. filed its fourth quarter financial
statements for the three months ended Dec. 31, 2006, with the
Securities and Exchange Commission on Feb. 13, 2006.

The company reported a $726,184 net loss on $6,110,619 of
sales for the three months ended Dec. 31, 2006, compared with
$11,754,981 net loss with no revenues in the comparable period
of 2005.

At Dec. 31, 2006, the company's balance sheet showed $4,069,716
in total assets and $6,242,449 in total liabilities resulting in
$2,172,733 of stockholders' deficit.

The company's December 31 balance sheet also showed strained
liquidity with $3,859,432 in total current assets available to pay
$5,953,864 in total current liabilities.

A full-text copies of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1a21

                       Going Concern Doubt

Auditors working for BDO Seidman LLP, in Atlanta, Georgia,
raised substantive doubt as to Galaxy Nutritional Foods,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended March 31, 2006,
and 2005.  The auditors pointed to the company's default of its
notes payable, recurring operating losses from operations,
negative working capital and stockholders' deficiencies.

                  About Galaxy Nutritional Foods

headquartered in Orlando, Florida, Galaxy Nutritional Foods, Inc.
(OTCBB: GXYF) -- http://www.galaxyfoods.com/-- develops and
globally markets plant-based cheese and dairy alternatives, as
well as processed organic cheese and cheese food to grocery and
natural foods retailers, mass merchandisers and foodservice
accounts.  Veggie, the leading brand in the grocery cheese
alternative category and the Company's top selling product group,
is primarily merchandised in the produce section and provides
calcium and protein without cholesterol, saturated fat or trans-
fat.  Other popular brands include: Rice, Veggy, Vegan, and
Wholesome Valley. Galaxy Nutritional Foods, Inc. is dedicated to
developing nutritious products to meet the taste and dietary needs
of today's increasingly health conscious consumers.


HOLLY MARINE: Hires Marwedel Minichello as Special Counsel
----------------------------------------------------------
The Honorable Susan P. Sonderby of the United States Bankruptcy
Court for the Northern District of Illinois gave Holly Marine
Towing Inc. permission to employ Marwedel Minichello & Reeb P.C.,
as its special counsel.

The firm is expected to:

     a) render legal advice with respect to issues of admiralty
        and maritime law, including, but not limited to, issues
        related to maritime liens, the sale and transfer of
        vessels and other matters;

     b) assist in the financial reorganization of the Debtor;

     c) take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of actions
        on the Debtor's behalf, the defense of any actions
        commenced against the Debtor, negotiations concerning all
        litigation in which the Debtor is or becomes involved, and
        the evaluation and objections to claims filed against the
        estate; and

     d) render legal advice and perform all other legal services
        related to admiralty and maritime law in connection with
        the foregoing and the Debtor's Chapter 11 case.

The firm's professionals and their billing rates are:

     Professionals             Designation    Hourly Rates
     -------------             -----------    ------------
     Warren J. Marwedel, Esq.   Attorney          $225
     Shari L. Friedman, Esq.    Attorney          $215
     William P. Ryan, Esq.      Associate         $210

     Designations              Hourly Rates
     ------------              ------------
     Attorneys & Partners       $215-$225
     Associates                 $125-$225
     Paralegals                  $60-$125

William P. Ryan, Esq., an attorney and member of the firm, assures
the Court that the firm does not hold any interest adverse to the
Debtor's estate and is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Ryan can be reached at:

     William P. Ryan, Esq.
     Merwedel Minichello & Reeb, P.C.
     10 South Riverside Plaza, Suite 720
     Chicago Illinois 60606
     Tel: (312) 902-1600
     Fax: (312) 902-9900
     http://www.mmr-law.com/

Headquartered in Chicago, Illinois, Holly Marine Towing Inc.
provides towing and tugboat services.  The company filed for
Chapter 11 protection on Jan. 8, 2007 (Bankr. N.D. Il. Case
No. 07-00266).  Paul M. Bauch, Esq., at Bauch & Michaels LLC,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's bankruptcy proceedings.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
of more than $100 million.


HOLLY MARINE: U.S. Trustee Appoints Five-Member Official Committee
------------------------------------------------------------------
The U.S. Trustee for Region 11 appointed five creditors to serve
on an Official Committee of Unsecured Creditor in Holly Marine
Towing Inc.'s chapter 11 case:

     1. Sheryl L. Metzger
        Luhr Bros., Inc.
        250 W. Sand Bank Road
        Columbia, Il 62236-1044

     2. Jack Purvis
        Purvis Marine
        1 PIM St., Sault Sante Marie
        Ontario, Canada P6A 3G3

     3. Jerome A. Piszczor
        Warren Oil Co.
        7439 W. Archer
        Summit, Il 60501

     4. Peter L. Kelly
        McAsphalt Industries/Sterling Fuels
        8800 Sheppard Avenue East
        Scarsborough, Ontario M1B5R4

     5. Dave Frankum
        Glen Daulton
        P.O. Box 1016
        Union City, TN 38281

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Chicago, Illinois, Holly Marine Towing Inc.
provides towing and tugboat services.  The company filed for
Chapter 11 protection on Jan. 8, 2007 (Bankr. N.D. Il. Case
No. 07-00266).  Paul M. Bauch, Esq., at Bauch & Michaels LLC,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's bankruptcy proceedings.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
of more than $100 million.


HUE LY: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Hue Ngoc To Ly
        aka Campus Mini Mart
        1133 Evelyn Avenue
        Albany, CA 94706

Bankruptcy Case No.: 07-40513

Type of Business: The Debtor's partner, John Le Tung, filed for
                  chapter 11 protection on January 18, 2007
                  (Bankr. N.D. Ca. Case No. 07-40169).

Chapter 11 Petition Date: February 21, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Darya Sara Druch, Esq.
                  1 Kaiser Plaza, Suite 480
                  Oakland, CA 94612
                  Tel: (510) 465-1788

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Loretta and Roger Woo            Deed of Trust         $3,100,000
Wing Har Ng                                              Secured:
1922 Jerrold Avenue                                    $2,000,000
San Francisco, CA 94124                                Unsecured:
                                                       $3,100,000

                                 Loan                    $350,000

California Mortgage and Realty   Deed of Trust         $3,684,333
62 First Street, 4th Floor                               Secured:
San Francisco, CA 94105                                $2,762,000
c/o Robert Kaplan                                      Unsecured:
Two Embarcadero Center                                 $1,821,492
5th Floor
San Francisco, CA 94111-3824

Bank Americard Visa              Credit Card              $60,681
P.O. Box 15716                   Purchases
Wilmington, DE 19886-5716

American Express                 Credit Card              $30,425
Centurion Ban                    Purchases

Citibank Visa                    Credit Card              $15,844
                                 Purchases

Discover Card                    Credit Card              $14,679
                                 Purchases

Southwest Visa (Chase)           Credit Card              $13,503
                                 Purchases

Citibank (West)                  Line of Credit            $9,726

Countrywide Home Loans           Deed of Trust           $140,000
                                                         Secured:
                                                         $762,000
                                                       Unsecured:
                                                           $7,122

Wells Fargo Bank                 Line of Credit            $6,663

Alameda County - Tax Collector                             $6,466
                                                         Secured:
                                                       $2,000,000
                                                       Unsecured:
                                                           $6,466

                                                           $5,196
                                                         Secured:
                                                         $762,000
                                                       Unsecured:
                                                           $5,196


LE NATURE'S INC: Ch. 11 Trustee Wants Access to Cash Collateral
---------------------------------------------------------------
R. Todd Neilson, the Chapter 11 Trustee in Le Nature's Inc. and
its debtor-affiliates' bankruptcy cases, asks the U.S. Bankruptcy
Court for the Western District of Pennsylvania for permission to
use the cash collateral securing repayment of the Debtors' debts
to Wachovia Bank, National Association and other lenders party to
an Amended and Restated Credit Agreement, dated Sept. 1, 2006.

Pending a final hearing, the Trustee seeks the Court's authority
to spend up to $220,000 through March 15, 2007, in accordance with
a budget.  A full-text copy of that Budget is available for free
at http://ResearchArchives.com/t/s?1a25

At the Final Hearing, the Trustee wants permission to use the Cash
Collateral in accordance with the Budget through and including
June 30, 2007.  The Trustee is hopeful that a liquidating plan
will be confirmed by the end of May 2007.

The Debtors owe Wachovia at least $278,000,000, as of November
2006.  To secure repayment of these obligations, the Debtors
granted the Lenders liens and security interests on all of their
cash, proceeds, and cash equivalents.

The Trustee needs cash to conduct an orderly wind down of the
Debtors' business, sell remaining assets, resolve ownership
disputes, and preserve and restore the data, documents and
information necessary to prosecute estate causes of action.

The Trustee must pay the ongoing costs of administration,
including wages and payroll taxes for the Debtors' remaining
employees, utilities and other costs at the Latrobe, Pennsylvania
bottling plant, administrative expenses incurred prior to the
Trustee's appointment and professional fees and expenses, incurred
through the conclusion of the Debtors' cases.

To adequately protect the Lenders for the use of collateral in
which they assert a security interest or other lien, the Trustee
proposes to grant a replacement lien in favor of the Lenders in
the Debtors' present and after-acquired assets having the same
priority and to the same extent and validity as the Lenders'
respective asserted prepetition security interests and other
liens.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein represents the Official
Committee of Unsecured Creditors.  Louis A. DePaul, Jr., Esq., at
Manion McDonough & Lucas represents the Ad Hoc Lenders' Committee.
When the Debtors filed for bankruptcy, they estimated less than
$100,000 in assets and more than $100 million in debts.


LE NATURE'S: Trustee Taps Gordon Brothers for Latrobe Plant Sale
----------------------------------------------------------------
R. Todd Nielson, the Chapter 11 Trustee in Le Nature's Inc. and
its debtor-affiliates' bankruptcy cases, seeks the Court's
permission to employ Gordon Brothers Industrial LLC and Harry
Davis & Company as his exclusive sales agent for the sale of real
and personal property relating to the Debtors' bottling operations
and warehouse facilities in Latrobe, Pennsylvania.

The Trustee also wants Court approval to sell the Debtors' Latrobe
Plant in a turnkey sale or auction, free and clear of liens,
claims and interests.  Gordon Brothers will advance
$8 million to the Trustee, interest free.  The advance will be
repaid from the first proceeds of the sale after payment of
commissions and reimbursement of expenses.  The Trustee needs the
money because there is presently no other available source of
funding for the sale.

The Trustee and Gordon Brothers have entered into an agreement
that establishes an expedited sale process while also providing a
reasonable opportunity to achieve a sale to a turnkey buyer.

The Trustee believes the value of the Assets will be higher to a
turnkey buyer who can recommence production for the summer months,
if possible, during which the demand for bottled water and soft
drinks is at its peak.  Secured parties, lessors and other
creditors are pressing the Trustee to sell the Assets quickly.

As sales agent, Gordon Brothers will:

   (a) conduct an appropriate advertising and promotional
       campaign to sell the Assets in a turnkey sale or auction;

   (b) consult with and assist the Trustee in any discussion or
       negotiations with a turnkey buyer regarding price and
       other terms in any letter of intent or definitive sale
       agreement;

   (c) prepare the Personal Property for auction and conduct of
       an auction sale if a turnkey sale is not achieved or to
       auction any Assets not sold to a turnkey buyer, including
       providing qualified personnel necessary to supervise and
       conduct any auctions;

   (d) provide other related services deemed necessary or prudent
       to effectively conduct the sale or auction of the Assets;
       and

   (e) use commercially reasonable efforts to assist the Trustee
       and the Debtors in the identification of which purported
       equipment lessors and secured lenders have interests in
       and determining the values of those items and assets
       whether or not those items are included in the Assets to
       be sold.

The parties' agreement provides for the sale of the Assets to be
completed in a 120-day period.  The Trustee has the option to
adjust the period.

For any turnkey sales where a definitive agreement is entered into
within 90 days of the approval of Gordon Brothers' employment, the
firm will be paid a 7% commission of the gross sale proceeds,
except for a sale to three identified excluded buyers who had
previously contacted the Debtors or the Trustee for whom the
commission will be 5%.  For any sales where a definitive agreement
is entered into after 90 days, the firm's commission will be
increased to 7.5%, including for the special buyers.

With respect to one of the special buyers, Premier Manufacturing
LLC/Greenwood 361 LLC, the Trustee seeks the Court's authority to
pay a 1% commission of the gross proceeds to Keen Consultants LLC
in the event that Premier timely enters into a definitive
agreement and a turnkey sale to Premier by the Trustee is
consummated.

In the event of an auction sale of any Assets, Gordon Brothers
will be entitled to a 10% buyer's premium for the auction of
Personal Property, which will be added to the final sales price
and an additional 3% for sales that occur on the Internet which 3%
will be paid by Gordon Brothers to the Internet service provider.

The firm's commission for the auction of the real property will be
5% of the gross proceeds if there is no participating broker, and
6% if a co-broker is engaged in connection with the marketing.

The Agreement also provides for reimbursement of actual and
reasonable out-of-pocket expenses up to $250,000.

According to the Trustee, lessors have objected to repayment of
the Advance from the proceeds of their collateral other than for
sale-related fees and costs.  The lessors assert that the
repayment should be allocated solely to the proceeds of collateral
of the Secured Lenders.  The Secured Lenders have not agreed to
this.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein represents the Official
Committee of Unsecured Creditors.  Louis A. DePaul, Jr., Esq., at
Manion McDonough & Lucas represents the Ad Hoc Lenders' Committee.
When the Debtors filed for bankruptcy, they estimated less than
$100,000 in assets and more than $100 million in debts.


LE NATURE'S: Merrill Lynch Wants Cases Converted Back to Chap. 7
----------------------------------------------------------------
Merrill Lynch Capital, a division of Merrill Lynch Business
Financial Services Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania to covert Le Nature's Inc. and
its debtor-affiliates' chapter 11 cases back to chapter 7.

Representing Merrill Lynch, Joel M. Walker, Esq., at Duane Morris
LLP, in Pittsburgh, Pennsylvania, points out it is undisputed that
the Debtors ceased their operations shortly after Nov. 1, 2006,
when an involuntary chapter 7 petition was filed against them.
"The Debtors do not have any prospect of pursuing anything other
than a liquidation," Mr. Walker asserts.

Mr. Walker adds that the Debtors have incurred more than
$3 million in professional fees during the three months in which
their cases have been pending in chapter 11 and yet they have not
liquidated their primary asset -- a bottling facility in Latrobe,
Pennsylvania.

Merrill Lynch is the largest equipment lessor in the Latrobe
facility.  Merrill Lynch supports any move to sell the Latrobe
facility as a turnkey operation.  The sale process is expected to
cost more than $4 million.

Merrill Lynch notes that the Chapter 11 Trustee in the Debtors'
cases proposes to expend an additional $4 million -- largely in
professional fees and expenses -- during a four-month period to
pursue various litigation claims, and to negotiate and confirm a
liquidating plan.  "It makes no sense to confirm a plan of
liquidation under the present circumstances," Mr. Walker says.

Merrill argues that the Debtors' cases should be converted to
chapter 7 so that the Latrobe facility can be quickly and
efficiently liquidated; any litigation claims can be effectively
pursued by a chapter 7 trustee without duplication of efforts and
excessive costs; and proceeds of the recoveries can be distributed
in accordance with applicable law or settlements.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.

Douglas Anthony Campbell, Esq., at Campbell & Levine, LLC,
represents the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein represents the Official
Committee of Unsecured Creditors.  Louis A. DePaul, Jr., Esq., at
Manion McDonough & Lucas represents the Ad Hoc Lenders' Committee.
When the Debtors filed for bankruptcy, they estimated less than
$100,000 in assets and more than $100 million in debts.


MORTGAGE ASSET: Fitch Holds B Rating on Class 15-B-5 Certificates
-----------------------------------------------------------------
Fitch has affirmed Mortgage Asset Securitization Transactions
Seasoned Securitization Trust's mortgage-pass through
certificates:

Series 2004-1 Pool 1

   -- Class A at 'AAA';
   -- Class 15-B-3 at 'BBB';
   -- Class 15-B-4 at 'BB';
   -- Class 15-B-5 at 'B'.

Series 2004-1 Pools 2, 3, & 4

   -- Class A at 'AAA'.

Series 2004-2

   -- Class A affirmed at 'AAA'.

Series 2005-1

   -- Class A affirmed at 'AAA'.

The affirmations, affecting approximately $701 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  In addition, CE has
increased modestly in all transactions.

Series 2004-2 is a resecuritization of MSSTR 2004-1, classes 2-A-1
through 2-A-4 and 2-A-6 all of which maintain a 'AAA' rating with
Fitch.  The collateral underlying the other transactions consists
of loans that have been previously included in mortgage loan pools
of earlier securitizations.  In addition, some of the loans were
delinquent at or prior to the MSSTR transaction's issuance.  The
loans are primarily prime, conventional, fully amortizing, 15-year
and 30-year, fixed-rate and adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.  The
loans were acquired by UBS from various originators and are
serviced by various servicers.  All of the above transactions are
master serviced by Wells Fargo Bank N.A., which is rated 'RMS1' by
Fitch.

The pool factors range from 40% to 56%.  The seasoning ranges from
22 months to 28 months.


MORTGAGE ASSET: Fitch Holds BB Rating on Class B-I-4 Certificates
-----------------------------------------------------------------
Fitch has affirmed Mortgage Asset Securitization Transactions
Alternative Loan Trust mortgage pass-through certificates:

Series 2005-1 Total 1-5

   -- Class A at 'AAA';
   -- Class B-I-1 at 'AA';
   -- Class B-I-2 at 'A';
   -- Class B-I-3 at 'BBB'
   -- Class B-I-4 at 'BB'

Series 2005-1 Total 6&7

   -- Class A at 'AAA'

The affirmations, affecting approximately $323 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  All of the affirmed classes
have experienced a growth in credit enhancement of 1.4x the
original levels.

The collateral of the above transaction consists of conventional,
fully amortizing, 15-year and 30-year, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.  The loans were acquired by UBS from various
originators and are serviced by various servicers.  In addition,
the transaction is master serviced by Wells Fargo Bank Minnesota,
N.A., which is rated 'RMS1' by Fitch.

As of the January 2007 distribution date, the pool factor for both
groups is 67% and the transaction is seasoned 24 months.


MORTGAGE ASSET: Fitch Holds BB Ratings on Class B-4 Certificates
----------------------------------------------------------------
Fitch has affirmed Mortgage Asset Securitization Transactions,
Inc.'s mortgage pass-through certificates:

Series 2005-1

   -- Class A at 'AAA';
   -- Class B-1 at 'AA';
   -- Class B-2 at 'A';
   -- Class B-3 at 'BBB'; and
   -- Class B-4 at 'BB'.

The affirmations affect approximately $231 million of the
outstanding certificates and reflect a stable relationship between
credit enhancement and expected loss.  The above transaction has
suffered no collateral loss since its initial rating.  In
addition, all of the affirmed classes have experienced a growth in
credit enhancement of 0.8x the original levels.

The collateral of the above transactions consists of conventional,
fully amortizing, 15-year and 30-year, fixed-rate, prime mortgage
loans secured by first liens on one- to four-family residential
properties.  All of the loans were acquired by UBS from various
originators and are serviced by various servicers.  The
transaction is master serviced by Wells Fargo Bank. N.A., which is
rated 'RMS1' by Fitch.

As of the January 2007 distribution date, the transaction has a
pool factor of 85% and is seasoned 20 months.


MOVIE GALLERY: Refinancing Cues S&P to Lift Credit Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on Dothan, Alabama-based Movie
Gallery Inc. to 'B-' from 'CCC+'.  The outlook is stable.  This
action reflects the additional financial flexibility and liquidity
provided to Movie Gallery as a result of refinancing the company's
credit facility.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $650 million senior
secured first-lien credit facilities maturing in 2012, consisting
of a $525 million term loan, a $25 million synthetic LOC, and a
$100 million revolving credit facility.  The first-lien
facilities are rated 'B-' with a recovery rating of '4',
indicating the expectation for marginal recovery of principal in
the event of payment default.

In addition, Standard & Poor's assigned the $250 million
second-lien term loan maturing in 2012 a credit rating of 'CCC'
with a recovery rating of '5', indicating the expectation for
negligible recovery of principal in the event of payment default.

The ratings reflect the risks of operating in a mature and
declining video rental industry and the company's dependence on
decisions made by movie studios, among other factors.

"We would consider a negative outlook if industry fundamentals
continue to decline and the company's operating performance
deteriorates moderately," said Standard & Poor's credit analyst
David Kuntz.


NEW SAIGON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New Saigon Inc.
        950-952 International Boulevard
        Oakland, CA 94606

Bankruptcy Case No.: 07-40512

Chapter 11 Petition Date: February 21, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Darya Sara Druch, Esq.
                  1 Kaiser Plaza, Suite 480
                  Oakland, CA 94612
                  Tel: (510) 465-1788

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
California Mortgage and Realty   Deed of Trust         $3,684,000
62 First Street, 4th Floor                               Secured:
San Francisco, CA 94105                                $1,800,000
                                                       Unsecured:
                                                       $2,671,378

Youngs Market                    Goods                    $37,861
P.O. Box 30145
Los Angeles, CA 90030

Wells Fargo Bank                 Line of Credit           $27,114
P.O. Box 29487
Phoenix, AZ 85038-9487

H&N Foods International          Goods                    $19,048
5580 south Alameda Street
Vernon, CA 90058

First Worls Asian Trading        Goods                    $17,954
41888 Christy Street
Fremont, CA 954538

Evershing International          Goods                    $16,679

TV Food                                                   $14,240

Roxy Tradering                                            $12,853

Sun Lee                                                   $10,293

LHC Enterprises                  Goods                     $8,633

Olson Meat Company                                         $8,181

Clausen Meat Packing Inc.                                  $8,144

Seafood Connection                                         $6,374

Chevalier International (USA)    Goods                     $5,841

JY Foods Inc.                                              $4,832

Sun Hing Foods                                             $4,804

JFC International                                          $4,783

Sunnyvale Seafood                                          $4,433

Thai Kee Trading Co.                                       $4,228

Vanquest Trading                                           $3,887


PACIFIC LUMBER: Region 19 Trustee Wants Venue Moved to California
-----------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, asks the U.S.
Bankruptcy Court for the Southern District of Texas to transfer
the venue of the Pacific Lumber and its debtor-affiliates' jointly
administered bankruptcy cases Debtors' to the U.S. Bankruptcy
Court of the Northern District of California.

Christine A. March, Esq., in Corpus Christi, Texas, asserts that
all facts available to the U.S. Trustee point to the conclusion
that the California Debtors created Scotia Development LLC
principally to establish a basis for venue in Texas and thus
avoid the requirement that they file their bankruptcy cases in
California.

Scotia Development was formed as a Texas entity just a month
after The Pacific Lumber Company first consulted with a Texan
bankruptcy counsel, Ms. March notes.  It has minimal business
activities, assets or liabilities, and has no employees.
Moreover, Scotia Development is engaged in a line of business
unrelated to the 130-year old, northern California timber and
forest products business of the other Debtor affiliates.

Scotia Development owns business, assets and liabilities of
negligible value of consequence on the other Debtor affiliates'
efforts to reorganize, Ms. March adds.

Ms. March contends that other factors weigh in favor of the
transfer of venue:

   * The Debtors have thousands of creditors and parties-in-
     interest, the vast majority of whom are located in
     California.  In contrast, Scotia Development has at most two
     unsecured creditors.

   * Scotia, California, is approximately 2,000 miles from Corpus
     Christi, Texas.  To reach the Texas Court from Scotia
     requires a full day of travel.  The distance would be
     reduced if the cases are transferred to the Northern
     District of California.  Majority of the professionals of
     the Debtors and the Official Committee of Unsecured
     Creditors are also in California.

   * The witnesses that may be necessary in the Debtors' cases
     are more likely to be based in California, near the
     California Debtors' business and the northern California
     timber industry.

   * The bulk of the Debtors' assets are literally rooted in
     Humboldt County, California.  In contrast, the Debtors have
     negligible assets in Corpus Christi.

The economic administration of the Debtors' estate should also be
weighed so that the venue is proximate and accessible to the
Debtors' management, professionals, operations, assets and
creditors, Ms. March maintains.

Avoidance actions that may be brought on behalf of the estates
will likely reflect the California-heavy demographic of the
Debtors' creditors, Ms. March continues.  It would be an
unnecessary and extreme burden on the defendants if they had to
defend themselves in Texas instead of California, the U.S.
Trustee avers.

A state's interest in having local controversies decided within
its borders should also weigh in favor of the transfer, the U.S.
Trustee notes.  The state of California in its own Motion to
Transfer Venue readily point to the environmental regulation,
proceedings and litigation currently pending in California to
which the Debtors are parties.

"The interest of justice and the convenience of the parties would
be best served if (the Debtors') cases were transferred to the
Northern District of California," the U.S. Trustee says.

                        About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transactions pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 5, http://bankrupt.com/newsstand/or
215/945-7000).


PACIFIC LUMBER: Selects Blackstone Group as Financial Advisor
-------------------------------------------------------------
The Pacific Lumber Company asks the U.S. Bankruptcy Court for the
Southern District of Texas for authority to employ The Blackstone
Group L.P. as its financial advisor to provide advice regarding
the Debtor's restructuring.

As PALCO's financial advisor, Blackstone Group will:

   (a) assist in the evaluation of PALCO's businesses and
       prospects;

   (b) assist in the development of PALCO's long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Court, the Board of Directors,
       various creditors and other third parties;

   (d) analyze PALCO's financial liquidity;

   (e) evaluate PALCO's debt capacity and alternative capital
       structures;

   (f) analyze various restructuring scenarios and the potential
       impact of these scenarios on the ability to maximize
       PALCO's estate;

   (g) provide strategic advice with regard to the Plan;

   (h) assist in the evaluation of and raising of debt and
       equity as new financing;

   (i) participate in negotiations among the Debtors and its
       creditors, suppliers, lessors and other interested
       parties, as appropriate;

   (j) value securities offered by PALCO in connection with a
       plan;

   (k) provide expert witness testimony as needed; and

   (l) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a plan as requested and mutually agreed.

Blackstone's anticipated services do not encompass:

   (a) other investment banking services or transactions that may
       be undertaken at PALCO's request;

   (b) responsibility for designing or implementing any
       initiatives to improve PALCO's operations, profitability,
       cash management or liquidity;

   (c) representations or warranties about PALCO's ability to
       successfully improve its operations, maintain or secure
       sufficient liquidity to operate its business, raise new
       financing on any particular set of terms or successfully
       consummate a plan.

After considering various alternative candidates, Nathaniel Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C.,
in Corpus Christi, Texas, relates that PALCO selected Blackstone
as its financial advisor because of the firm's diverse experience
and extensive knowledge in the fields of advisory services and
bankruptcy.

PALCO will pay Blackstone these fees for the financial advisory
services contemplated:

   1. A $50,000 monthly advisory fee commencing on the Effective
      Date, and payable on each monthly anniversary of the
      Effective Date with the final payment due on March 18,
      2007;

   2. An ongoing monthly fee based on the level of work required
      of Blackstone payable commencing on April 18, 2007;

   3. A $850,000 restructuring fee payable after the consummation
      of a plan;

   4. A debt financing fee of 2% of the total facility size of
      any debt financing arranged by Blackstone; and

   5. An equity financing fee of 4% of the total equity capital
      secured by Blackstone from third party sources.

Steven Zelin, senior managing director of Blackstone, relates
that the firm was retained by PALCO on a prepetition basis to
represent it in its restructuring and reorganization efforts, and
was paid a $200,000 retainer and a $25,000 expense advance.  In
January 2007, the Firm received an additional $39,133 for actual
out-of-pocket expenses.

Mr. Zelin assures the Court the Blackstone is a "disinterested
person" as defined under Section 101(14) of the Bankruptcy Code.
Blackstone's members and employees are not:

   -- creditors, equity security holders or insiders of PALCO;
      and

   -- and were not directors, officers or employees of PALCO,
      within two years before the Petition Date.

                       About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transactions pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on May 18, 2007.  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 5, http://bankrupt.com/newsstand/or
215/945-7000).


PHILOSOPHY INC: Moody's Rates $235 Mil. Senior Facilities at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $235 million in
first lien senior secured bank credit facilities being entered
into by Philosophy Inc. and BioTech Research Laboratories, Inc. as
joint and several obligors.

Moody's also assigned a B2 corporate family rating to the
borrowers' ultimate parent holding company -- Philosophy
Acquisition Company, Inc.  A $50 million second lien senior
secured term loan being entered into by Philosophy Inc. and
BioTech will not be rated.  Proceeds from the credit facilities
combined with new cash equity from The Carlyle Group will be used
to fund Carlyle's acquisition of a majority stake and controlling
interest in the company.  The ratings outlook is stable.

Final ratings are subject to review of documentation and receipt
of audited financial statements for Dec. 31, 2006.  This is a
first time rating of the company.

Philosophy's B2 rating and stable outlook is constrained by its
small scale and highly concentrated customer base, offset to some
degree by the company's strong operating momentum, above average
profitability and diversified product portfolio within the beauty
care segment.  While Moody's recognizes Philosophy's unique
branding and the potential for significant future revenue growth,
the ratings incorporate the high execution risk and potential for
increased competition.

Moody's also notes that while the company's product portfolio is
well diversified, with opportunities for additional category
launches, Philosophy's market share in any one category remains
quite low.  More importantly, Philosophy needs to maintain its
distinct product qualities and new product development in order to
sustain consumer loyalty, revenue growth and strong profitability
metrics.

Philosophy's ratings are also driven by its pro forma credit
metrics that are consistent with a B2 profile.  Pro forma Debt to
EBITDA and EBIT to Interest ratios are expected to be
approximately 5.0x and 2.2x respectively at closing.  While
Moody's recognizes the significant amount of equity capital that
is included in the pro forma capital structure, net income will
likely be breakeven after accounting for sizable interest expense
and non-cash amortization of goodwill.  Nevertheless, funds from
operations will be sufficient to adequately cover required capital
expenditures and working capital requirements with the possibility
of some modest near-term debt reduction.

These ratings were assigned:

   * Philosophy Acquisition Company, Inc.

      -- Corporate family rating at B2;

      -- Probability-of-default rating at B2;

   * Philosophy, Inc.

      -- $35 million senior secured revolving credit facility due
         2013 at B1, LGD3, 41%; and

      -- $200 million first lien senior secured term loan due 2014
         at B1, LGD3, 41%.

Philosophy, Inc. and BioTech Research Laboratories, Inc. are co-
borrowers under the first lien senior secured credit facilities.

Philosophy Acquisition Company, Inc. is the parent company of
Philosophy, Inc. and BioTech Research Laboratories, Inc.,
headquartered in Phoenix, Arizona.  Philosophy was founded in 1996
and develops, manufactures and markets premium personal care
products under the Philosophy brand.  The company operates in
several personal care categories including premium skin care,
fragrances, bath & body, and to a lesser extent, color cosmetics.
Primary channels of distribution include direct response
television and prestige retailers such as Nordstrom and Sephora.


POLYAIR INTER PACK: Voluntarily Delists from AMEX
-------------------------------------------------
Polyair Inter Pack Inc. wrote the American Stock Exchange that it
intends to file a Form 25 with the Securities and Exchange
Commission in order to voluntarily delist its common shares from
AMEX and deregister its Shares under the Securities Exchange Act
of 1934, as amended.

The company wants the delisting to be effective on March 12, 2007.
Following the delisting of the company's Shares from AMEX, and the
deregistration of the company's Shares under Section 12(b) of the
Exchange Act, the company intends to file a Form 15 with the SEC.
Immediately upon filing of the Form 15, the company will no longer
be required to file certain reports, including Form 20-F and 6-K,
with the SEC.

Victor D'Souza, the company's interim chief executive officer,
commented "This decision is a natural extension of our recent
reorganization and cost control measures.  The complexity of
securities regulatory compliance in the United States and the
administrative burdens and increasing costs associated with being
a United States reporting company have significantly increased in
the past few years, particularly in light of Sarbanes-Oxley
requirements.  Overall, these complexities and administrative
burdens with their associated costs combined with the cost of
maintaining two listings and multi-jurisdictional filings far
outweigh any benefits derived from our AMEX listing."

The company's Board of Directors unanimously approved the
delisting and deregistration of the Shares, noting that the
Toronto Stock Exchange is the primary trading market for the
Shares, with the TSX trading volume far exceeding the trading
volume of the Shares on AMEX.

The company does not believe that its shareholders in the United
States will be materially prejudiced by a voluntary delisting from
AMEX and the termination of the registration of the Shares under
the Exchange Act since the nature and scope of publicly available
information about the Company required by Canadian securities laws
is substantially the same as the information such shareholders are
currently receiving and such U.S. shareholders will continue to be
able to trade PPK Shares through the facilities of the TSX.

                    About Polyair Inter Pack

Headquartered in Toronto, Ontario, Polyair Inter Pack Inc.
(TSX: PPK)(AMEX: PPK) -- http://www.polyair.com/-- manufactures
and distributes packaging products.  These products are sold to
distributors and retailers across North America.  The company
operates nine manufacturing facilities, seven of which are in the
U.S. where it generates the majority of its sales.

For the years ended Oct. 31, 2006, and 2005, the company posted
net losses of $23,507,000 and $15,669,000.

As reported in the Troubled Company Reporter on Jan. 25, 2007, the
Ontario Supreme Court of Justice approved the Plan of Arrangement
of Polyair's Canadian pool subsidiary, Cantar Pool Products
Limited.  The Plan of Arrangement does not affect Polyair's
packaging business, which continues to operate as a standalone
business through separate subsidiaries in the normal course.


PT HOLDINGS: Court Sets April 2 as General Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
set 5:00 p.m. P.T., on April 2, 2007, as the deadline for all
persons owed money by PT Holdings Company Inc. and its debtor-
affiliates to file their proofs of claim on account of claims
arising prior to Jan. 29, 2007.

Additionally, governmental units have until 5:00 p.m. on July 30,
2007 to file proofs of claim against any of the Debtors.

Claims be sent or hand delivered on or before the respective bar
dates to:

         U.S. Bankruptcy Court for the
         Western District of Washington
         700 Stewart Street, #6301
         Seattle, WA, 98101
         Attn: Port Townsend Paper Corp.

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--  
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.  The Debtors' exclusive period to file a
plan expires on May 29, 2007.


PT HOLDINGS: U.S. Trustee Appoints Five-Member Official Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 18 appointed five creditors to serve
on an Official Committee of Unsecured Creditors in PT Holdings
Company, Inc. and its debtor-affiliates' chapter 11 cases.

The Creditors Committee consists of:

         1. Brad D. Kirkbride
            President
            Mary's River Lumber Company
            4515 Northeast Elliott Circle
            Corvallis, OR 97330
            Tel: (541) 752-0122
            Fax: (541) 766-4995

         2. Ken Rasmussen
            Manager
            Metro Waste Paper Recovery, Inc.
            12345 - 104th Avenue
            Surrey, BC V3V 3H2
            Canada
            Tel: (604) 580-3070
            Fax: (604) 930-9170

         3. Gerry Lane
            General Manager
            Allen Logging Co.
            176462 Highway 101
            Forks, WA 98331
            Tel: (360) 374-6000
            Fax: (360) 374-9341

         4. Paul Stutesman
            VP and General Manager
            Merrill & Ring
            813 East 8th Street
            Port Angeles, WA 98362
            Tel: (360) 452-0344
            Fax: (360) 452-2015

            Alternate:

            Don J. Hoy
            Controller & Treasurer
            Tel: (360) 452-2367 or (360) 452-0309

         5. William T. Hermann
            Secretary/Treasurer
            Hermann Brothers Logging & Construction
            2095 Blue Mountain Road
            Port Angeles, WA 98362
            Tel: (360) 452-3341
            Fax: (360) 457-9265

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About PT Holdings

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--  
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.  The Debtors' exclusive period to file a
plan expires on May 29, 2007.


PT HOLDINGS: Committee Retains Graham & Dunn as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in PT
Holdings Company, Inc. and its debtor-affiliates' chapter 11 cases
obtained permission from the U.S. Bankruptcy Court for the Western
District of Washington to retain Graham & Dunn PC as its
bankruptcy counsel.

Graham & Dunn is expected to:

    a. provide legal advice with respect to the duties and powers
       of the Committee in this case;

    b. assist the Committee in investigation of the acts, conduct,
       assets, liabilities, financial condition of the debtor, and
       operation of the debtor's business, including the status of
       any secured creditors;

    c. review potential sales of assets, disposition of leases and
       contracts, and formulation and confirmation of a plan of
       reorganization; and

    d. perform such other legal services as may be required in the
       interests of the creditors, including investigation and
       identification of preference and other avoidance actions.

The Committee discloses that Mark D. Northrup, Esq., a shareholder
at Graham & Dunn, will be the lead counsel.  Mr. Northrup charges
$345 per hour for his services.

Mr. Northrup can be reached at:

         Mark D. Northrup, Esq.
         Graham & Dunn PC
         Pier 70
         2801 Alaskan Way
         Suite 300
         Seattle, WA 98121-1128
         Tel: (206) 340-9628
         Fax: (206) 340-9599
         http://www.grahamdunn.com/

                            About PT Holdings

PT Holdings Company, Inc., through its wholly owned subsidiary
Port Townsend Paper Corporation -- http://www.ptpc.com/--  
produces fiber-based lightweight containerboard in the U.S. and
corrugated products in western Canada.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also operates three Crown
Packaging Plants, two BoxMaster Plants, and the Crown Creative
Group, located in British Columbia and Alberta.

The company and its two affiliates, PTPC Packaging Co. Inc., and
Port Townsend Paper Corporation filed for chapter 11 protection on
Jan. 29, 2007 (Bankr. W.D. Wash. Lead Case No. 07-10340).  Gayle
E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout &
Kornfeld, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets of
more than $100 million.  The Debtors' exclusive period to file a
plan expires on May 29, 2007.


QUEBECOR MEDIA: Posts $169.7 Million Net Loss in 2006
-----------------------------------------------------
Quebecor Media Inc. generated total revenues of $3.01 billion in
2006, an increase of $308.0 million or 11.4%.  All of Quebecor
Media's business segments, with the exception of Broadcasting,
reported higher revenues. Quebecor Media's operating income rose
$69.2 million (9.4%), to $802.8 million in 2006, mainly as a
result of higher operating income in the Cable segment
($99.2 million or 24.0%).

"Quebecor Media continued growing its revenues and operating
income in 2006," said Pierre Karl Peladeau, president and chief
executive officer of Quebecor Inc.  "The strong performance was
spearheaded by the Cable segment, which posted significant
increases in revenue and operating income driven by record
customer growth for its digital cable television, Internet access
and cable telephone services.  Upheaval continued in the business
environment for the Broadcasting and Newspapers segments with the
growth of new media and proliferation of content distribution
platforms, leading to changing consumer habits.  Quebecor Media's
strategy in response to these changes has been to turn the new
challenges into business opportunities by, among other things,
pursuing a convergence strategy."

Quebecor Media recorded a net loss of $169.7 million in 2006,
compared with net income of $96.5 million in 2005.  The
unfavorable variance of $266.2 million was essentially due to the
impact of the recognition of a $342.6 million loss on debt
refinancing in 2006 (compared with a $60.0 million loss in 2005).
The refinancing operations will significantly reduce Quebecor
Media's financial expenses in comparison with the expenses that
would otherwise have been incurred.  Recognition of a
$148.4 million non-cash charge for goodwill impairment in the
Broadcasting segment and a $31.6 million non-cash charge for
impairment of broadcasting licenses also contributed to the
unfavorable variance.  These unfavorable factors were partially
offset by the impact of the $69.2 million increase in operating
income and a $60.7 million decrease in financial expenses in 2006.

                        Fourth Quarter 2006

In the fourth quarter of 2006, Quebecor Media's revenues increased
by $91.6 million (12.1%) to $847.8 million.  All of Quebecor
Media's business segments reported higher revenues. Quebecor
Media's operating income rose by $26.0 million (12.2%), compared
with the fourth quarter of 2005, to $239.4 million, mainly because
of a $29.3 million (26.5%) increase in operating income in the
Cable segment.

Quebecor Media recorded a net loss of $97.1 million in the fourth
quarter of 2006, compared with net income of $58.4 million in the
same period of 2005.  The unfavorable variance of $155.5 million
was mainly due to recognition in the fourth quarter of 2006 of
non-cash charges totaling $179.2 million for impairment of
goodwill and of a broadcasting license.

                       About Quebecor Media

Quebecor Media, a subsidiary of Quebecor Inc. (TSX: QBR.MV.A,
QBR.SV.B) -- http://www.quebecor.com/-- owns operating companies
in numerous media-related businesses: Videotron ltee, the largest
cable operator in Quebec and a major Internet Service Provider and
provider of telephone and business telecommunications services;
Sun Media Corporation, Canada's largest national chain of tabloids
and community newspapers; TVA Group Inc., operator of the largest
French language general-interest television network in Quebec, a
number of specialty channels, and the English language general-
interest station SUN TV; Canoe Inc., operator of a network of
English and French language Internet properties in Canada; Nurun
Inc., an important interactive technologies and communications
agency in Canada, the United States and Europe; companies engaged
in book publishing and magazine publishing; and companies engaged
in the production, distribution and retailing of cultural
products, namely Archambault Group Inc., the largest chain of
music stores in eastern Canada, TVA Films, and Le SuperClub
Videotron ltee, a chain of video and video game rental and retail
stores.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Dominion Bond Rating Service confirmed the ratings of Quebecor
Media Inc. at BB (low) and B (high) for its secured bank debt and
senior notes.  The trends are Stable.


RADNOR HOLDINGS: Taps James Carroll as Chief Liquidation Officer
----------------------------------------------------------------
Radnor Holdings Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
engagement of Carroll Services LLC to provide certain
wind-down and liquidation services.

The Debtors also ask the Court to permit James Patrick Carroll to
serve as their Chief Liquidation Officer and on the Board of
Directors of Radnor, pursuant to an engagement letter.

Mr. Radnor will replace Paul Finigan, the former sole independent
director on Radnor's Board who resigned late last year.  Stan
Springel of Alvarez & Marsal LLC, who was the Debtors' Chief
Restructuring Officer, also left Radnor following the sale of
substantially all of the Debtors' assets in November 2006.

Carroll Services, through the efforts of Mr. Carroll and any
additional officers, will:

   (a) analyze assets and potential causes of action remaining
       with the Debtors after the sale of substantially all of
       their assets;

   (b) analyze liabilities and potential liabilities of the
       Debtors;

   (c) assist the Debtors in developing, negotiating, and
       pursuing a liquidating plan of reorganization;

   (d) serve as a principal contact with the company's senior
       secured creditors, the Official Committee of Unsecured
       Creditors, and other parties-in-interest with respect to
       the Debtors' bankruptcy cases and their financial and
       operational matters; and

   (e) assist the Debtors in all bankruptcy-related matters.

Mr. Carroll charges $350 per hour.  The firm will charge its usual
and customary rates for additional officers.  The Debtors agree to
indemnify Mr. Carroll and any additional officers to the same
extent as the most favorable indemnification it extends to its
officers or directors.  Mr. Carroll and each additional officer
will also be covered as an officer or director under Radnor's
existing director and officer liability insurance policy.

"To the best of my knowledge, information and belief, Carroll
Services has not represented any of the Debtors' parties-in-
interest in connection with matters relating to the Debtors, their
estates, assets, or businesses, and will not represent other
entities, which are creditors of, or have other relationships to,
the Debtors," Mr. Carroll assures the Court.  The firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


REFCO INC: Judge Drain Approves AIDMA Settlement Agreement
----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement among Refco
F/X Associates LLC, AIDMA Co. Ltd., and RefcoFX Japan K.K.,
pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure.

As reported in the Troubled Company Reporter on Feb. 16, 2007,
pursuant to the Dec. 15, 2006, order confirming Refco Inc.'s
Chapter 11 Plan, RJM LLC, as Plan Administrator of the Refco Inc.
and its debtor-affiliates' Chapter 11 cases, formed a non-Japan
Refco F/X Associates LLC customer committee, which has consent
rights with respect to any settlement regarding the litigation
involving FXA's assets in Japan.

FXA operated an online retail foreign exchange trading business
under a Facilities Management Agreement between Refco Group Ltd.
LLC and its designated subsidiaries, including FXA, and Forex
Capital Markets LLC on a Web-based trading platform created and
maintained by FXCM.

Richard Levin, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that approximately 35% of FXA's retail
customer account balances are attributable to clients in Japan.
To facilitate the Japan Clients' ability to make deposits and
withdrawals to and from their foreign exchange trading account,
FXA determined that it was desirable to open a Japanese yen
denominated bank account.

However, Mr. Levin notes, since FXA was not domiciled in Japan,
FXCM formed a Japanese entity -- RefcoFX Japan K.K. -- to open
and maintain a Japanese yen denominated account at the Hong Kong
Shanghai Banking Corp.  The shares in Refco Japan are presently
held by FXCM.

While the Japan Clients entered into client agreements with FXA
rather than with Refco Japan, the Japan Clients' funds were
deposited into Refco Japan's HSBC Account.  Mr. Levin states that
the HSBC Account currently holds Japanese yen valued at
approximately $32,000,000.

The Reorganized Debtors currently estimate that claims filed by
Japan Clients total approximately $38,000,000.

                      Japanese Civil Actions

Forty-eight Japan Clients have commenced three separate civil
actions in Japan against Refco Japan, asserting claims for the
return of funds deposited by those clients and have obtained
provisional attachment orders against the funds in the HSBC
Account.  The attachment orders have restricted FXA's and Refco
Japan's ability to transfer the funds in the HSBC Account under
Japanese law.

In October 2006, FXA commenced an Adversary Proceeding in the
Court against FXCM, Refco Japan, HSBC, and the FXA Japan Clients.
FXA also commenced legal actions in Japan seeking declaratory
judgment that the funds in the HSBC Account are property of FXA's
estate and for turnover of those funds.  In the alternative, the
Turnover Action seeks declaratory relief that the shares in Refco
Japan held by FXCM are property of the FXA estate and for
turnover of the shares.  Consequently, Refco Japan has sought to
dismiss the Turnover Action for lack of personal jurisdiction.

                           AIDMA Claim

AIDMA Co., Ltd., is one of the largest Japanese clients of FXA.
AIDMA's FXA foreign exchange account balances as of July 31,
2006, aggregate to JPY1,258,833,316, or about $10,600,000,
subject to fluctuation with the dollar-yen exchange rate.

Although AIDMA is not currently a plaintiff in the Japanese Civil
Actions, it has asserted that its rights in the funds held in the
HSBC Account are superior to the claims of non-Japan clients.

              FXA Settles With AIDMA & Refco Japan

The Agreement provides, among others, that:

   (a) AIDMA will be paid JPY723,829,157, or approximately
       $6,100,000, which represents 57.5% of AIDMA's July 2006
       yen-denominated FX Account balance;

   (b) AIDMA will be reimbursed $100,000 to cover its attorneys'
       fees; and

   (c) AIDMA will be entitled to receive an additional payment
       that would provide an equivalent aggregate percentage
       recovery if FXA, Refco Japan, and FXCM settle with a
       Japan Client on or before December 31, 2007, for a higher
       percentage recovery than 57.5% of AIDMA's FX Account
       balance.

The parties further agree that all payments will be made from the
HSBC Account in Japanese yen, and will be in full and final
settlement of any and all claims that AIDMA has against Refco
Japan, FXCM, or the Debtors or their estates.

Upon receipt of the settlement payment, AIDMA will withdraw any
proofs of claim it has filed in the Debtors' cases.

The Refco Administrator asserts that the AIDMA Settlement is
reasonable considering that:

   (i) the trust and tort claims raised by AIDMA and the other
       Japan Clients raise complex factual and legal issues of
       both U.S. and Japanese laws, including issues of cross-
       border enforcement of judgments, that present substantial
       litigation risks to both sides; and

  (ii) the resolution of the Japan Clients' claims is further
       complicated by the fact that:

          * FXA does not presently control Refco Japan;

          * there is no stay of actions against Refco Japan or
            the funds held in the HSBC Account; and

          * Refco Japan and the HSBC Account are located outside
            of the U.S. and are subject to the laws of Japan.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  The Debtors' Amended Plan was confirmed on Dec. 15, 2006.
(Refco Bankruptcy News, Issue No. 56 & 57; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


REFCO INC: U.S. Court Approves RCM-Bancafe $51 Million Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement between Bancafe International Bank Ltd. and
Refco Capital Markets Ltd., an affiliate of Refco Inc., through
its duly appointed plan administrator PricewaterhouseCoopers and
Marc S. Kirschner.

The settlement (i) reflects a resolution on Bancafe's part to
allow the setoff required by a guarantee agreement and (ii)
avoids the need for future litigation concerning the Bancafe
claims.

Bancafe filed in July 2006 Claim No. 10132 for $207,934,213 and
Claim No. 10133 for $173,559 against Refco Capital Markets.

The Bancafe Claims are premised on certain securities customer
account relationships that existed between RCM and Bancafe before
RCM's bankruptcy filing.

Pursuant to certain account relationships, Bancafe guaranteed
certain obligations of an affiliated entity, Vipasa International
Investments Corp., under a Guaranty and Transfer Authorization
Agreement with RCM.

As of RCM's bankruptcy filing, Vipasa owed RCM at least
$154,456,433 as a result of its account relationships with RCM,
which amount Bancafe guaranteed.

Pursuant to an order of the High Court of Barbados,
PricewaterhouseCoopers EC Inc. has been appointed as custodian
to wind up Bancafe's affairs.  PricewaterhouseCoopers has filed a
Petition for Recognition of Foreign Main Proceeding in the U.S.
Bankruptcy Court for the Southern District of Florida.

Following arm's-length negotiations, PricewaterhouseCoopers and
Marc S. Kirschner, as duly appointed plan administrator for RCM
pursuant to the Dec. 15, 2006, Plan Confirmation order, agreed
that:

   (a) Claim No. 10132 will be allowed as an RCM Securities
       Customer Claim for $51,535,144, to achieve agreements
       regarding properly allowable claim amounts and applicable
       set-offs;

   (b) Claim No. 10133 will be allowed as an RCM Securities
       Customer Claim for $173,559; and

   (c) all other amounts asserted in the Bancafe Claims, whether
       liquidated, unliquidated, contingent or otherwise, will
       be disallowed.

                   About Bancafe International

Bancafe International Bank Ltd. offered financial services.
PricewaterhouseCoopers EC Inc. has been appointed as custodian
to wind up Bancafe's affairs, pursuant to an order of the High
Court of Barbados.  PwC EC, as Bancafe's administrator, filed a
chapter 15 petition on Dec. 19, 2006 (Bankr. S.D. Fla. Case No.
06-16712).  Gregory S. Grossman, Esq., at Astigarraga Davis
Mullins & Grossman, P.A., represents the administrator.  PwC
estimated that Bancafe had $1 million to $10 million in assets and
more than $100 million in debts when it filed the chapter 15
petition.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  The Debtors' Amended Plan was confirmed on Dec. 15, 2006.
(Refco Bankruptcy News, Issue No. 56 & 57; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


REMOTEMDX: Posts $7.8 Million Loss in Quarter Ended December 31
---------------------------------------------------------------
RemoteMDx reported operating revenue of $988,000 for the quarter
ended December 31, 2006, a 450% increase compared to $219,000 for
the same period last year.  The primary reason for the increase
was the introduction of the TrackerPAL unit that started a full-
scale deployment in December of 2006 and will demonstrate
continued revenue growth throughout the calendar year of 2007.

Even though the company had a $7.8 million loss (of which a large
portion was non cash) for the quarter ended December 31, 2006, the
company did have positive cash flow from operating activities in
excess of $500,000 for the quarter.  During the three months ended
December 31, 2006, the company purchased $7.1 million in
monitoring equipment and ended the quarter with $18 million in
assets and $11 million in liabilities.

                      Relationship with SSV

RemoteMDx also further clarified its contractual relationship with
Seguridad Satelital Vehicular (SSV) for the country of Mexico.
SSV is a privately owned firm that was founded in 1970. It has a
variety of subsidiaries and products ranging from consumer
electronics to telematics and telecommunications.  In 1999 it
started its vehicle tracking service under the name of "GTE
Rastreo Vehicular" through its distribution relationship with GTE.
It is through this division that it has established numerous
government relationships as it helps the Mexican Federal Police
and other local police departments track their officers' vehicles
and also aid in recovering stolen vehicles.  Their Web site is
http://www.gtenet.com.mx/which also contains information
concerning TrackerPAL in Mexico.

The specifics of the contract are that in order for SSV to
maintain exclusivity in Mexico it must purchase and put into a
monitoring state 10,000 units during the first 16 months of the
contract; an additional 10,000 units must be purchased and
maintained for the next 12 months and finally another 10,000 units
for the following 12 months for a total of 30,000 units. The total
value of the contract just on unit sales is a minimum of $18
million.  In addition, the Company will assist SSV with software
and monitoring controls for which RemoteMDx will receive through
its subsidiary SecureAlert $2 per day per unit royalty. This
revenue stream is neither subject to the special dividend that
SecureAlert normally pays nor the normal monitoring costs incurred
by the Company.  Ultimately, the gross profit from this contract
could exceed $21,000,000 per year.

                            Settlement

The company has also entered into a settlement agreement with
plaintiffs Michael Sibbett and HGR Enterprises, resolving all
claims asserted in litigation against the company.

                         About RemoteMDx

Headquartered in Sandy, Utax, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- together with its subsidiaries,
markets and sells patented wireless location technologies and
related monitoring services, as well as develops, markets, and
sells personal security, senior supervision, and monitoring
services in the United States.  The company's products include
MobilePAL, a mobile emergency response device that locates persons
in distress and dispatch the closest emergency services to their
location, and TrackerPAL, a tracking device, which is used to
monitor convicted offenders in the criminal justice system.  The
company also sells medical diagnostic stains and equipment to
laboratories throughout the United States.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2007,
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about RemoteMDx's ability to continue as a going
concern after auditing the company's financial statements for the
year ended Sept. 30, 2006.  Thee auditing firm pointed to the
company's recurring operating losses and accumulated deficit.

RemoteMDx Inc. reported a $24.4 million net loss on $1.1 million
of sales for the year ended Sept. 30, 2006, compared with an
$11.5 million net loss on $861,868 of sales for the year ended
Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed
$12.2 million in total assets, $6.2 million in total liabilities,
$3.6 million in series A preferred stock, and $2.3 million in
total stockholders' deficit.


RLM FLOORING: High Court Denies Owner's Chapter 7-to-13 Conversion
------------------------------------------------------------------
The United States Supreme Court handed down its decision yesterday
denying a debtor the right under 11 U.S.C. Sec. 706(a) to convert
his chapter 7 case, in which he concealed assets from his
creditors, to a chapter 13 proceeding.

On March 11, 2003, Robert Louis Marrama, the owner of RLM
Flooring, Inc., filed a voluntary petition under Chapter 7 (Bankr.
D. Mass. Case No. 03-11987).  Mark DeGiacomo serves as the Chapter
7 trustee of that estate. Citizens Bank of Massachusetts loaned
approximately $250,000 to RLM Flooring and Mr. Marrama guaranteed
RLM's debt to the bank.  Citizens, represented by G. Eric
Brunstad, Esq., at Bingham McCutchen LLP, is Mr. Marrama's largest
creditor.  Citizens commended adversary proceedings in the
bankruptcy court to deny Mr. Marrama a discharge under chapter 7
and to unwind some prepetition transactions (Bankr. D. Mass. Adv.
Pro. Nos. 03-1443 and 03-1448).

Several months before Mr. Marrama commenced his voluntary chapter
7 bankruptcy case, he refinanced real estate that he owned in
Maine and transferred most of the proceeds of the refinancing to
an account in the name of his girlfriend.  He then transferred the
real estate itself to a trust for his benefit and installed his
girlfriend as trustee.  After Mr. Marrama commenced his bankruptcy
case, he failed to disclose these transactions (as well as his
entitlement to a sizeable tax refund), and listed the real
property in the trust as worthless (when in fact it had
substantial value).  When the Trustee questioned the transactions
and indicated that he would recover the real estate for the
benefit of creditors, Mr. Marrama responded by
attempting to convert his chapter 7 case to a proceeding under
chapter 13 to avoid the Trustee (who would be displaced
automatically if the case were converted to chapter 13 under 11
U.S.C. Sec. 348(e)).  The bankruptcy court denied Mr. Marrama's
attempt to convert on the ground that Mr. Marrama had acted in bad
faith and to prevent abuse of the bankruptcy system.  The facts
get even worse; Mr. Marrama filed materially false schedules, he
lied at the 341 Meeting; and he initiated a new Chapter 13 case
the day after the U.S. Supreme Court granted certiorari in his old
case.  The new case was dismissed on the grounds that, under Sec.
109(e), he was ineligible to be a Chapter 13 debtor.  See In re
Marrama, 345 B. R. 458, 463-464, and n. 10 (Bankr. D. Mass. 2006).

"[H]onest but unfortunate debtors . . . possess an absolute right
to convert their cases from Chapter 7 to Chapter 13 [and that's]
the vast majority of the hundreds of thousands of individuals who
file Chapter 7 petitions each year," Justice Stevens writes in the
majority opinion.  But the five-justice majority holds that Mr.
Marrama isn't an honest but unfortunate debtor.

Justice Alito, joined by Chief Justice Roberts and Justices Scalia
and Thomas, says in his dissent that under the clear terms of the
Bankruptcy Code, a debtor who initially files a petition under
Chapter 7 has the absolute right to convert the case to another
chapter without any requirement for a "good faith" finding by a
bankruptcy judge.  The minority says that the Bankruptcy Code
includes several means to redress a debtor's bad faith, and its
wrong for the majority to add one more that the Congress didn't
codify.

The decision from which the High Court granted review is Marrama
v. Citizens Bank of Mass. (In re Marrama), 445 F.3d 518 (1st Cir.
2006).  The District Court's decision is reported at 331 B.R. 10
(D. Mass 2005) (Saris, J.), which affirmed Judge Hillman's
decision in the bankruptcy court


ROGERS CABLE: Good Credit Profile Prompts DBRS to Upgrade Rating
----------------------------------------------------------------
Dominion Bond Rating Service upgraded the rating of the Senior
Secured Notes & Debentures of Rogers Cable Inc. to BBB (low) from
BB (high).  The trend is now Stable.  The rating change follows
the upgrade of the company to BB (high) with a Positive trend on
Dec. 21, 2006.

DBRS has also upgraded the ratings of Rogers Wireless Inc. to
BBB (low) and BB (high), and the parent of both companies, Rogers
Communications Inc. (RCI), to BB (high).

The upgrade reflects continued strong improvements to Rogers
Cable's credit profile, driven by a solid performance in the
company's core cable and Internet segments, and continued
improvements in the entire Rogers group of companies.
Additionally, on a go-forward basis, DBRS expects Rogers Cable to
continue to improve its key credit metrics, with external gross
debt-to-EBITDA of roughly 2.6x and cash flow-to-debt exceeding
approximately 0.28x by the end of 2007.  In addition to EBITDA
growth, DBRS notes the company has repaid $450 million in notes,
which matured on Feb. 6, 2007.

DBRS expects the company to continue to improve its free cash flow
deficit, which was reduced to approximately $325 million for 2006,
and was funded through free cash generation at Rogers Wireless.
DBRS anticipates the company's free cash flow deficit will improve
to roughly $150 million by the end of 2007 as a result of strong
growth in cash flow from operations and the elimination of a
dividend payable to RCI.  This will be offset by higher capital
expenditures related to growth in its core cable-subscriber base
and the support of its expansion into the business services
market.

DBRS expects continued improvement in the company's financial
ratios attributable to operating performance and strong execution.
However, DBRS does not anticipate further significant debt
reduction at Rogers Cable in the near term.  DBRS will continue
to view the company's credit profile in conjunction with that of
Rogers Wireless and RCI.  From a consolidated perspective, DBRS
notes RCI is expected to generate nearly $1 billion in positive
free cash flow in 2007, with a strong contribution from Rogers
Wireless.


ROGERS COMMS: DBRS Lifts Issuer Rating to BB (high) from BB
-----------------------------------------------------------
Dominion Bond Rating Service upgraded the Issuer Rating of Rogers
Communications Inc. to BB (high) from BB.  The rating action is a
result of upgrades to both Rogers Wireless Inc. to BBB (low) and
BB (high) and to Rogers Cable Inc. to BBB (low).  The trends on
all companies are now Stable.

DBRS continues to maintain a rating differential on RCI that is
one notch lower than Rogers Wireless and Rogers Cable, reflecting
the company's structural subordination and dependence on its
operating subsidies to finance its operating expenditures and
dividends to public RCI shareholders.  DBRS notes RCI currently
has no debt outstanding.

On a consolidated basis, Rogers Communications' credit metrics
have improved in 2006, with gross debt-to-EBITDA reaching
2.71x and cash flow-to-debt approaching 0.30x.  DBRS expects
further improvement in Rogers Communications' consolidated metrics
in 2007, with gross debt-to-EBITDA and cash flow-to-debt expected
to reach roughly 2.2x and 0.33x by the end of 2007, respectively.

DBRS expects the consolidated RCI group to generate free cash
flow of nearly $1 billion in 2007, with strong contributions
from Rogers Wireless.  DBRS notes Rogers Wireless continues to
demonstrate significant revenue and EBITDA growth.  Additionally,
Rogers Cable continues to demonstrate strong performance, with
growth driven by its core cable and Internet segments and robust
subscriber growth in cable telephony.

DBRS expects Rogers Wireless to generate roughly $750 million of
free cash flow in 2007, which is expected to be used to finance
Rogers Communications' external funding requirements, and help
Rogers Cable to repay a $450 million note that matured in February
2007.


RONDA LITTLE: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ronda Little
        Randall Little
        dba Advanced Building and Grading
        P.O. Box 1030
        Villa Rica, GA 30180

Bankruptcy Case No.: 07-62811

Chapter 11 Petition Date: February 21, 2007

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, Northeast
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Caterpillar Financial             Tractor                $109,000
P.O. Box 730681
Dallas, TX 75373

Citizen Bank & Trust              20 Lots/15.02 Acres    $707,671
P.O. Box 2127                     Little Ridge Subd.     Secured:
Carrolton, GA 30112               Post Road, Winston,    $700,000
                                  Georgia

Dean Grading, Inc.                Judgment Lien           $85,805
c/o Phillip Siegel
230 Peachtree Street, Suite 2500
Atlanta, GA 30303

MCB                                                       $58,232

Citizen Bank & Trust                                      $56,280

CBT Card Services                 Credit Card              $7,854

Paulding County Tax Commission    Property Taxes           $6,429

Union Plus                        Credit Card              $5,177

Carroll Electric Membership Co.   Utilities                $2,656


ROUGE INDUSTRIES: Seeks March 20 Exclusive Plan Filing Deadline
---------------------------------------------------------------
Rouge Industries and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

   a) file a plan until March 20, 2007; and

   b) solicit acceptances to that plan until May 21, 2007.

The Debtors have filed 14 prior motions for the extension of their
exclusive periods.  Their exclusive period to file a plan expired
on Feb. 20, 2007.

                      Pension Benefit Dispute

The Debtors have recently begun to make some progress with
the Pension Benefit Guaranty Corp. and the International
Union, United Automobile Aerospace and Agricultural Implement
Workers of America and its Local 600 in addressing outstanding
matters related to four defined pension plans and related
claims of the PBGC and UAW.

Litigation has been pending for several years among the PBGC, the
UAW and the Debtors in the U.S. District Court for the Eastern
District of Michigan pursuant to which the PBGC is seeking the
involuntary termination of the Pension Plans.

Additionally, the PBGC has filed 48 claims against the Debtors
asserting aggregate liabilities of $117 million plus additional
unliquidated amounts related to the Pension Plans.

The PBGC alleges that its claims are entitled, at least in part,
to priority status in the Debtors' bankruptcy cases.  The UAW, in
turn, maintains that it may have the right to assert additional
claims against the Debtors' estates related to the termination of
the Pension Plans.  The Debtors reserve all rights and defenses in
respect of the claims asserted by the PBGC and UAW.

Two settlement conferences recently have been held with the PBGC
and the UAW.  A third meeting, which was planned for Feb. 8, 2007,
has been postponed to allow the parties to review information and
to allow the PBGC to submit a settlement proposal.  The intent is
to have the meeting the first week of March.

While significant issues remain to be resolved among the Debtors,
the PBGC, UAW and the Debtors' other stakeholders, the Debtors
tell the Court that some progress is being made and that the
interests of their estates and creditors are best served by
further exploring the possibility of settlement of the pension
plan termination litigation and related claims with UAW and the
PBGC, who together hold the vast majority of unsecured claims
against the Debtors' estates.

Accordingly, the Debtors intend to defer the filing of a plan and
disclosure statement to allow the negotiations to continue.  If,
however, it becomes apparent to them that adequate progress in
negotiations with the PBGC and UAW is not being made, the Debtors
tell the Court that they reserve the right to proceed with the
plan process, which undertakings may include, if appropriate, the
filing of motions to estimate the claims of the PBGC and UAW for
plan confirmation or distribution purposes.

The Court will convene a hearing on March 16, 2007, at 11:30 a.m.
ET to consider the Debtors' request.  Objections to the motion, if
any, are due by 4:00 p.m. ET on March 9, 2007.

                      About Rouge Industries

Headquartered in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


SALON MEDIA GROUP: Earns $306,000 in Quarter Ended December 31
--------------------------------------------------------------
Salon Media Group Inc. reported $306,000 of net income on
$2.8 million of revenues for the third quarter of fiscal 2007
ended Dec. 31, 2006, compared with $95,000 of net income on
$2.1 million of revenues for the same period in fiscal 2005.

The increase in revenues was mainly due to the 60% increase in
advertising revenues which reflects an industry wide trend of
corporations earmarking more funds for internet advertising.
Advertising revenues increased to $2.2 million for the quarter
ended Dec. 31, 2006, from $1.4 million for the quarter ended
Dec. 31, 2005.

Income from operations in the third quarter of fiscal 2007 was
$306,000 compared with $94,000 in the third quarter of fiscal
2006.

At Dec. 31, 2006, the company's balance sheet showed $6.6 million
in total assets, $1.7 million in total liabilities, and
$4.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?19f4

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Burr, Pilger & Mayer LLP expressed substantial doubt about Salon
Media Group Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended March 31, 2006.  The auditor pointed to the company's
recurring losses, negative cash flows from operations and
accumulated deficit.

                        About Salon Media

Founded in 1995, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/ -- is an Internet media company that
produces a network of ten subject-specific Web sites, hosts two
online subscription communities, and features Salon Premium, a
paid subscription service.


SEA CONTAINERS: Committees Seek To Create Info Sharing Protocol
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Ltd. and the Official Committee of Unsecured Creditors of Sea
Containers Services Ltd. jointly ask the Honorable Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware to
clarify that Section 1102(b)(3)(A) of the Bankruptcy Code does not
authorize or require them to provide access to the Debtors'
confidential and other non-public proprietary information, or to
privileged information, to the creditors they represent.

The Official Committees, however, agree that they will provide
access to Privileged Information to any party so long as it is
not Confidential Information and the relevant privilege was held
and controlled solely by an Official Committee.

Pursuant to the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005, each of the Committees is required to
provide access to information for creditors it represents.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, relates that the Debtors operate in a
competitive industry where the dissemination of confidential
information to parties who are not bound by any confidentiality
agreement could be disastrous to the Debtors.  Confidential
Information includes business strategies and intended
initiatives.

If the Debtors' general creditors could require an Official
Committee to give them access to Confidential Information in the
Committee's possession, the information could easily become
public and could be used by competitors to the detriment of the
Debtors' business operations, Mr. Abbott points out.

Mr. Abbott notes that other Confidential Information, including
compensation levels or other employee information, is of a
sensitive nature and their public disclosure would affect
employee morale and similar problems for the Debtors, and violate
federal and state privacy laws.

According to Mr. Abbott, the request will benefit the Committees
and their constituents by permitting them to receive Confidential
Information from the Debtors without the fear that individual
creditors could force them to breach confidentiality.  "Unless it
is made clear that the risk of dissemination of Privileged
Information does not exist, the estate representation structure
envisioned by the Bankruptcy Code would become immediately
dysfunctional," he adds.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. (NYSE: SCRA, SCRB)
-- http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is owned
almost entirely by United States shareholders and its primary
listing is on the New York Stock Exchange (SCRA and SCRB) since
1974.  On October 3, the company's common shares and senior notes
were suspended from trading on the NYSE and NYSE Arca after the
company's failure to file its 2005 annual report on Form 10-K and
its quarterly reports on Form 10-Q during 2006 with the U.S.
Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a plan expires on June 12,
2007.  They have until Aug. 11, 2007, to solicit acceptances to
that plan.


SEA CONTAINERS: GNER Signs GBP20 Mil. Lease to Expand Train Fleet
-----------------------------------------------------------------
Sea Containers Ltd.'s railway subsidiary, Great North Eastern
Railway, has leased two diesel High Speed Trains, Transport
Briefing reports.

According to Transport, the High Speed Trains, which were
previously used by Midland Mainline, were procured by GNER from
Porterbrook Leasing Company and will be overhauled during the
next two years as part of a GBP20,000,000 leasing package.

The acquisition was in connection with its new 12 additional
weekday services between Yorkshire, the East Midlands and London.
The new run was approved by United Kingdom's Office of Rail
Regulation and is set for launching on May 21, 2007.

With the HSTs, GNER will be able to run a half hourly service
between Leeds and London King's Cross and will provide an
additional 1,600,000 seats a year.

Based in Hamilton, Bermuda, Sea Containers Ltd. (NYSE: SCRA, SCRB)
-- http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is owned
almost entirely by United States shareholders and its primary
listing is on the New York Stock Exchange (SCRA and SCRB) since
1974.  On October 3, the company's common shares and senior notes
were suspended from trading on the NYSE and NYSE Arca after the
company's failure to file its 2005 annual report on Form 10-K and
its quarterly reports on Form 10-Q during 2006 with the U.S.
Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)

The Debtors' exclusive period to file a plan expires on June 12,
2007.  They have until Aug. 11, 2007, to solicit acceptances to
that plan.


SERACARE LIFE: Human Clinical Specimen Biz Sale to BioServe Okayed
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave SeraCare Life Sciences Inc. authority to sell its interests
in the business it acquired from Genomics Collaborative Inc. to
BioServe Biotechnologies Ltd.

The business involves the sale of human clinical specimens and
their accompanying medical information for use in drug discovery.

The Debtor seeks to dispose of the business as it continues to
sustain losses (approximately $2,000,000 per year) and deplete
assets of the estate.

Pursuant to an asset purchase agreement entered into by the Debtor
and BioServe, consideration for the assets consists of:

   a) $2,000,000 cash, which will be paid to the Debtor upon
      closing;

   b) payment, in the ordinary course, of assumed liabilities; and

   c) a royalty of 7.5% on all net sales of BioServe related to
      the business for the initial 12 month period beginning on
      the date of closing of the contemplated transaction and for
      each of the next 16 three-month periods thereafter.

The purchase price will also be subject to reduction by the amount
(if any) by which the book value of SeraCare's tissue inventory as
of the closing is less than 90% of the book value of the tissue
inventory as of Sept. 30, 2006, provided that no purchase price
adjustment will be made so long as 90% or more of the book value
of the inventory as of Sept. 30, 2006, is transferred to BioServe.

BioServe will assume all of Debtor's right, title and interest as
a party to certain executory contracts with respect to the
business, with all cure obligations, if any, being the
responsibility of the Debtor.

                        Court Confirms Plan

As reported in the Troubled Company Reporter on Feb. 21, 2007, the
Court confirmed the First Amended Plan of Reorganization jointly
proposed by SeraCare Life Sciences Inc. and its Ad Hoc Committee
of Equityholders.

The Court determined that the Plan satisfies the 16 standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

                       Overview of the Plan

As reported in the Troubled Company Reporter on Jan. 4, 2007, the
Plan provides that the Debtor to reorganize, and that current
shareholders fund a restructuring of the company's balance sheet.

The Joint Plan is based on a rights offering.  The rights offering
will be available to current shareholders on a pro rata basis.
Each shareholder will be entitled to purchase a pro rata share,
out of all current shareholders, of 4,250,000 new shares to be
issued at a price of $4.75 per share.

In connection with the Plan, members of the Equity Committee have
committed to fully participate in the Rights Offering.  In
addition, members of the Equity Committee will act as backstop
purchasers, and have committed to purchase all unexercised
subscription rights.

The Equity Committee is comprised of:

    (i) The Wolfson Group, with approximately 3.5% of the shares,

   (ii) Harbinger Capital Partners Master Fund I Ltd. and
        Harbinger Capital Partners Special Situations Fund L.P.,
        with approximately 20.7% of the shares, and

  (iii) Black Horse Capital LP, with approximately 7.3% of the
        shares.

                        Treatment of Claims

Under the Plan, Administrative Claims, Priority Tax Claims,
Priority Claims, and Bank Claims, will be paid in full and in
cash.

Junior Secured Note Claims will be paid in full and in cash
subject to defenses, setoffs and counterclaims.

Miscellaneous Secured Claims will be assumed by Reorganized
SeraCare subject to defenses, setoffs and counterclaims.  Commerce
Bank Claims will also be assumed by Reorganized SeraCare.
Acceleration of these two claims will be deemed rescinded as of
the effective date of the Plan.

General Unsecured Claims will be paid in full and in cash with
interest.

Governmental Section 510(b) Claims will also be paid in full and
in cash.

Holders Nongovernmental Section 510(b) Claims will, at the
election of the Plan Proponents, either be:

    (a) paid in full and in cash of the allowed or estimated
        amount of the claims, or

    (b) receive Initial Reorganized SeraCAre Common Stock with a
        value equal to the product of:

            * the allowed or estimated amount of the claim divided
              by,

            * the sum of the total estimated and allowed amounts
              of Nongovernmental Claims and net enterprise value
              of the Debtor as of the confirmation date.

The Debtor relates that if the election is made to pay Non-
governmental Claims in cash, holders of Common-Stock Interest will
receive, for each common stock:

    (i) one share of the Initial Reorganized SeraCare Common
        Stock; and

   (ii) their Pro Rata Share of the Subscription Rights.

Otherwise, holders will receive their pro rate share of all
Initial Reorganized SeraCare Common Stock not distributed to
Nongovernmental Claim holders and their pro rata share of the
Subscription Rights.

On the effective date of the Plan, all Common-Stock Option
Interests will be exchanged, as permitted by the terms of the
relevant option agreements and option plans, for corresponding
options of Reorganized SeraCare.

                        About SeraCare Life

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  Garrick A. Hollander,
Esq., Paul J. Couchot, Esq., Peter W. Lianides, Esq., and Sean A.
O'Keefe, Esq., at Winthrop Couchot represent the Debtor.  The
Official Committee of Unsecured Creditors selected Henry C.
Kevane, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, as its counsel.  Thomas E. Patterson,
Esq., and Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff &
Stern LLP, Mark I. Bane, Esq., and D. Ross Martin, Esq., at Ropes
& Gray LLP, represent the Ad Hoc Committee of Equityholders.  When
the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.


SHAW COMMUNICATIONS: Good Performance Cues DBRS to Upgrade Ratings
------------------------------------------------------------------
Dominion Bond Rating Service upgraded the Senior Notes rating
of Shaw Communications Inc. and the Senior Unsecured Debentures
rating of Videon CableSystems Inc. to BBB (low) from BB (high).
DBRS also upgraded Shaw's Canadian Originated Preferred Securities
to Pfd-3 (low) from Pfd-4, reflecting a less significant amount of
COPrS in the capital structure.  The trends on all the ratings are
Stable.

DBRS changed the trends on the ratings to Positive on Feb. 22,
2005, and confirmed the ratings and trends on Oct. 27, 2005, and
on Nov. 13, 2006.

The upgrade reflects Shaw's strong cable franchise, which has
demonstrated good EBITDA and subscriber growth to date, led by its
core cable and Internet segments and strong subscriber growth from
its cable telephony service.  As such, EBITDA has improved to
roughly $1 billion for the 12 months ended Nov. 30, 2006, and
the company now maintains well over 2.2 million basic cable
subscribers and more than 1.35 million Internet subscribers.

Additionally, the company's financial risk profile has improved to
date; however, DBRS notes Shaw's use of free cash flow has largely
been directed toward dividend payments rather than debt reduction.
Nevertheless, the company has executed well and should continue to
grow into its current rating category comfortably based on DBRS's
expectations of future profitability and EBITDA growth.

DBRS expects Shaw to continue to demonstrate strong EBITDA growth
in fiscal 2007, which should continue to help improve key credit
metrics going forward.  As such, DBRS expects gross debt-to-EBITDA
to improve to approximately 3x and cash flow-to-debt to exceed
0.20x by the end of fiscal 2007.

DBRS also notes continued improvement and growth within the
Canadian cable industry has benefited by a "triple-play" offering
that has increased emphasis and uptake of bundled services,
which continues to be a key driver for EBITDA growth and improved
profitability.  In addition, DBRS notes, to date, competition for
Shaw in its markets has been rational and largely based on quality
of service rather than aggressive pricing and promotional
activity.


SIRIUS SATELLITE: XM Merger Prompts S&P's Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including the 'CCC' corporate credit rating, on New York
City-based Sirius Satellite Radio Inc. on CreditWatch with
positive implications, following the company's definitive
agreement to an all-stock "merger of equals" with XM Satellite
Radio Holdings Inc..

Under the terms of the agreement, Sirius shareholders will own
50% of the combined company and XM shareholders will receive
4.6 shares of Sirius common stock for each share of XM they own.
As of Sept. 30, 2006, the company had approximately $1.08 billion
in outstanding debt.

"If the transaction is completed as proposed, without the
incurrence of additional debt," said Standard & Poor's credit
analyst Michael Altberg, "we would likely raise the ratings as a
result of the combined company's stronger business profile and
quicker path to positive free cash flow."


SIRIUS SATELLITE: XM Merger Cues Moody's Developing Outlook
-----------------------------------------------------------
Moody's Investors Service affirmed the existing debt ratings of
SIRIUS Satellite Radio, Inc. and changed the outlook to developing
from stable in connection with the company's Feb. 19, 2007 report
that SIRIUS and XM Satellite Radio Holdings, Inc. have entered
into a definitive merger agreement.

The proposed transaction will combine the two companies in a
tax-free, all-stock merger of equals with a combined enterprise
value of $13 billion, including net debt of approximately $1.6
billion.  Under the agreement, XM shareholders will receive a
fixed exchange ratio of 4.6 shares of SIRIUS common stock for each
share of XM they own.  The transaction, which is subject to
shareholder and regulatory approvals, is expected to close by the
end of 2007, pending regulatory approval.

The developing outlook reflects Moody's view that over the
intermediate term, these potential revenue and cost synergies
could impact the combined company's free cash flow and other
credit metrics and provide upward momentum to its rating. However,
the impact on the credit metrics is dependent on the size and
timing of these synergies as well as costs associated with
realizing these synergies including those related to making the
two companies' technological architectures inter-operable.  Given
the uncertain nature of the impact of the cost synergies and
enhanced operating leverage on the credit metrics including free
cash flow, and the regulatory challenges to completing the merger,
Moody's maintains Sirius' Caa1 corporate family rating at this
time.

These ratings are affected:

   * Sirius Satellite Radio, Inc.

      -- Corporate family rating, Caa1
      -- Probability-of-default rating, B3
      -- 9 5/8% senior notes due 2013, Caa1, LGD4, 65%

SIRIUS Satellite Radio, Inc., located in New York, is a satellite
radio broadcaster.


SYNOVICS PHARMACEUTICALS: Miller Ellin Raises Going Concern Doubt
-----------------------------------------------------------------
Miller Ellin & Company LLP in New York expressed substantial doubt
about Synovics Pharmaceuticals Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Oct. 31, 2006, and 2005.  The
auditing pointed to the company's significant losses and negative
cash flows.

Synovics Pharmaceuticals Inc. reported an $8.6 million net loss on
$10.5 million of revenues for the fiscal year ended Oct. 31, 2006,
compared with a $2.8 million net loss on $8,192 of revenues for
the fiscal year ended Oct. 31, 2005.

The increase in revenues, cost of revenues and gross profit was
solely the result of the company's acquisition of Kirk
Pharmaceuticals LLC in May 2006.

The increase in net loss is due primarily to the $4.4 million
increase in selling, general, and administrative expenses, the
$3.1 million increase in interest expense and the $821,705
increase in equity in the loss of InCon Processing.

At Oct. 31, 2006, the company's balance sheet showed $38.9 million
in total assets, $25.8 million in total liabilities, and
$13.1 million in total stockholders' equity.

The company's balance sheet at Oct. 31, 2006, also showed strained
liquidity with $7.7 million in total current assets available to
pay $13.1 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a11

To date, the company's operations have not generated sufficient
cash flow to satisfy the company's capital needs.  The company
has financed its operations primarily through the private sale of
common stock and warrants and debt securities.

                   About Synovics Pharmaceuticals

Based in Phoenix, Arizona, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC.OB) -- http://www.synovics.com/-- is a specialty
pharmaceutical company engaged in the development, manufacturing
and commercialization of oral controlled-release generic drugs and
improved formulations of previously approved drugs.


TECO EXCAVATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TeCo Excavation, LLC
        P.O. Box 900
        Georgetown, TX 78627

Bankruptcy Case No.: 07-10279

Type of Business: The Debtor is a commercial construction
                  company providing excavation and site work.

Chapter 11 Petition Date: February 20, 2007

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  Building 3, Suite 200
                  4601 Spicewood Springs Road
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444

Financial Condition as of Feb. 15, 2007:

      Total Assets: $1,536,000

      Total Debts:  $2,377,617

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Regions Bank                     Security Interest     $350,000
P.O. Box 1471
Little Rock, AR 72203

Caterpillar Financial            Security Interest     $174,134
Services Corp.
2120 West End Avenue
P.O. Box 340001
Nashville, TN 37203

CIT Group                        Security Interest     $155,032
EF FILE # 55603
Los Angeles, CA 90074-5603

LBX Financial Services           Security Interest     $147,677
REF No. 24640262
P.O. Box 41601
Philadelphia, PA 19101

Volvo Financial Services         Security Interest     $110,462
P.O. Box 724700236
Philadelphia, PA 19170-0236

Key Equipment Finance Payment    Security Interest      $92,488
Processing
P.O. Box 203901
Houston, TX 77216-3901

Austin Asphalt, LP               Materials supplier     $80,451
6300 Commerce Drive, Suite 150
Irving, TX 75063

Statewide Materials              Trucking services      $73,367
Transport Ltd.
P.O. Box 1080
Manor, TX 78653

RTI Hot Mix, Ltd.                Materials supplier     $40,328
P.O. Box 2989
Pflugerville, TX 78691

Kinney's Commercial Inc.         Plumbing               $30,000
P.O. Box 1430                    Subcontractor
Pflugerville, TX 78691

Wheeler Coatings Asphalt L.P.    Materials supplier     $27,720
3099 N IH-35
Round Rock, TX 78664-2407

SemMaterials LP                  Materials supplier     $21,092
Department 2254
Tulsa, OK 74182

Johnson Oil Company              Fuel and oil           $20,180
P.O. Drawer 1959                 supplier
Gonzales, TX 78629               for trucks

Melendrez Brothers Trucking      Trucking services      $16,776
Inc.
11609 Moore Road
Austin, TX 78719

Monson Trucking, Inc.            Trucking services      $16,050
P.O. Box 5336
Round Rock, TX 78664

RSC Equipment Rental             Equipment rental       $11,875
3506 Chapman Lane                charges
Austin, TX 78744

ABC Erosion Control, Inc.        Labor & materials      $11,247
c/o State Bank                   subcontractor
P.O. Box 27847                   for erosion fence
Austin, TX 78755

Allied Insurance                 Insurance premiums      $9,866
3820 109th St. Dept 2179         for workers'
Des Moines, IA 50391-2179        compensation

Centex Materials LLC York                                $9,098
As Agent
3801 S. Capital of Texas Highway
Suite 250
Austin, TX 78704

CitiBusiness Aadvantage Card     Credit Card             $7,996
P.O. Box 44180
Jacksonville, FL 32231


THOMAS BESHORE: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Woodrow Beshore
        3409 Terry Ridge Road
        Fort Collins, CO 80524

Bankruptcy Case No.: 07-11025

Type of Business: A member of the Debtor, Beshore Brothers LLC,
                  filed for Chapter 11 protection on
                  April 22, 2003 (Bankr. D. Colo. Case No.
                  03-17408).

Chapter 11 Petition Date: February 9, 2007

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: David S. Oppenheim, Esq.
                  David S. Oppenheim & Associates, P.C.
                  7700 East Arapahoe Road, Suite 350
                  Englewood, CO 80112-6111
                  Tel: (303) 773-8189

Total Assets: $1,414,296

Total Debts:  $1,544,268

Debtor's 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Lakeside Garden Apartment et al.                         $221,181
c/o Fairfield & Woods
1700 Lincoln, Suite 2400
Denver, CO 80203-4524                                     $28,726
                                                         Secured:
                                                         $307,275
                                                       Unsecured:
                                                          $14,601

Centennial Bank of The West        Bank Loan              $91,000
P.O. Box 5847                                            Secured:
Fort Collins, CO 80217                                   $255,000
                                                       Unsecured:
                                                          $91,000

World Savings                      Bank Loan             $320,369
320 East Harmony Road                                    Secured:
Fort Collins, CO 80525                                   $255,000
                                                       Unsecured:
                                                          $65,369

Tom French                         Trade Debt             $16,000

Chase Bank                         Bank Loan               $8,000

Bank of America                    Bank Loan               $7,000

Gary Derrick                       Trade Debt              $5,000

Surgical Associates of             Trade Debt                $233
Greeley P.C.

Big Thompson Medical Group         Trade Debt                $225

McKee Medical Center                                         $123


TIME AMERICA: December 31 Balance Sheet Upside-Down by $2.8 Mil.
----------------------------------------------------------------
Time America Inc. filed its fourth quarter financial statements
for the three months ended Dec. 31, 2006, with the Securities and
Exchange Commission on Feb. 14, 2006.

The company reported a $163,489 net loss on $2,082,340 of
revenues for the three months ended Dec. 31, 2006, compared with
$593,768 net loss with no revenues in the comparable period
of 2005.

At Dec. 31, 2006, the company's balance sheet showed $3,309,716
in total assets and $5,976,066  in total liabilities resulting in
$2,873,985 of stockholders' deficit.

The company's December 31 balance sheet also showed strained
liquidity with $2,791,494 in total current assets available to
pay $4,329,698 in total current liabilities.

A full-text copies of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1a22

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 24, 2006,
Semple & Cooper LLP expressed substantial doubt about Time America
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the fiscal year ended June 30,
2006, citing as reasons the recurring losses from operations and
net capital deficiency.

                      About Time America

Time America, Inc. -- http://www.timeamerica.com/-- develops,
manufactures and markets a line of time and labor management
software and hardware products.  These products are designed to
improve productivity by automating time and attendance, workforce
scheduling and management of labor resources.  Target markets are
small to mid-sized companies from 25 to 2,000 or more employees.
Solutions are offered in a 100% web-based application service
provider model, as well as client/server and PC-based application.


TRANSAX INTERNATIONAL: Commits to Repay $1.6 Million Investment
---------------------------------------------------------------
Transax International Limited has entered into a Standstill
Agreement with its Series A Preferred Shareholder, Cornell Capital
Partners LP.  The company also signed a similar Standstill
Agreement with convertible note holder Scott and Heather Grimes.

Under the terms of the agreements, and subject to the conditions
specified therein, the Preferred Stockholder and Convertible Note
Holder have agreed that they will not convert or sell any of their
holdings during the standstill period, which extends until April
30, 2007.

As a result of the agreement, the company has committed to a full
repayment of the $1.6 million equity investment along with the
redemption premium to Cornell as well as a similar arrangement for
the $225,000 convertible debenture to Scott and Heather Grimes.

A full-text copy of Cornell's Standstill Agreement is available
for free at http://ResearchArchives.com/t/s?1a23

A full-text copy of the Grimeses' Standstill Agreement is
available for free at http://ResearchArchives.com/t/s?1a24

Stephen Walters, president and CEO of Transax, commented, "'Last
month we announced our intent of selling our Brazilian operations
and satisfying all outstanding liabilities. To this extent, we
have signed these standstill agreements with the anticipation of
closing the proposed transaction in the coming weeks. These
agreements are the first step to ultimately reducing our
liabilities, as well as alleviating concerns within the investment
community regarding our obligations."

                About Transax International Limited

Based in Miami, Florida, Transax International Limited
(OTCBB: TNSX) -- http://www.transax.com/-- utilizing its
proprietary MedLink(TM) technology, provides a service similar to
credit card processing for the health insurance and providers
industries.  A Transax transaction consists of: approving
eligibility, authorization, auto-adjudication of the health claim,
and generating the claim payable files -- provided instantaneously
in "real time" -- regardless of method of claim generation.  The
company has three subsidiaries: TDS Telecommunication Data Systems
LTDA provides services in Brazil; Transax Australia Pty Ltd.
provides services in Australia; and Medlink Technologies, Inc.,
initiates research and development.

At Sept. 30, 2006, the company's balance sheet showed $2,003,214
in total assets, $6,179,904 in total liabilities, resulting in a
$4,176,690 total stockholders' deficit.


UBS BRINSON: Moody's Eyes Downgrade on Junked Senior Notes Rating
-----------------------------------------------------------------
Moody's Investors Service reported that as part of the rating
monitoring process, it has placed the notes issued by UBS Brinson
CBO Limited, a collateralized debt obligation issuance, on watch
for possible downgrade:

   * $13,200,000 Class B Senior Subordinated Fixed Rate Notes due
     2012

      -- Prior Rating: Caa1
      -- Current Rating: Caa1, on watch for possible downgrade

According to Moody's, the rating action reflects the deterioration
in the credit quality of the underlying collateral pool, which
consists primarily of high-yield corporate bonds.  Moody's noted
that the transaction, which closed in September of 1999, is
currently failing the Maximum Weighted Average Rating Test, the
Class B Par Value Test, the Class A Interest Coverage Test and the
Class B Interest Coverage Test, as reported in the trustee report
dated Dec. 30, 2006.


VALASSIS COMMUNICATIONS: Earns $51.3 Million in Year Ended Dec. 31
------------------------------------------------------------------
Valassis Communications Inc. earned  $51.3 million of net income
on $1 billion of revenues for the year ended Dec. 31, 2006,
compared with $95.4 million of net income on $1.1 billion of
revenues for the year ended Dec. 31, 2005.

The significant decrease in net income is primarily due to the
negative effects of the intense competitive pricing pressure in
the Free-standing Inserts (FSI) segment and lower volumes and
competitive pricing pressure in the Neighborhood Targeted segment.

Results for 2006 also include after-tax charges of $24.6 million
related to the pending ADVO Inc. acquisition and related
litigation which was settled in December 2006 and $1.4 million
related to the close-down of both the French agency business and
eSettlement business unit of NCH Marketing Services Inc.

The decrease in revenues is mainly attributable to the decline in
Free-standing Inserts segment revenues which continues to be
negatively impacted by an intense competitive pricing environment.
Valassis also experienced a significant decline in the
Neighborhood Targeted segment.

Cost of sales was $789.6 million in 2006 compared to
$836.3 million in 2005.  Gross margin in 2006 was 24.3%, compared
to 26.1% in 2005.  The continued decrease in gross margin
percentage from 2006 compared to 2005 was primarily the result of
competitive pricing issues in the FSI segment.  Additionally, the
gross margin percentage was negatively impacted by a change in mix
resulting in a larger percentage of sales from lower margin
products.

Selling, general and administrative expenses increased in 2006 to
$151.4 million versus $142.7 million in 2005, primarily due to
$16.1 million in legal and professional expenses related to the
merger agreement and related litigation between Valassis and ADVO
incurred during 2006 as well as $3.6 million in expenses related
to the close-down of the French agency business and eSettlement
business unit of NCH.

These expenses were partly offset by restructuring charges of
$6.9 million in 2005 related to the full integration of the
components of the Household Targeted business segment, which
resulted in the elimination of PreVision as a stand-alone entity,
right-sizing of coupon-clearing operations primarily in Europe and
other efficiency-related headcount reductions.

Interest expense was $24.7 million in 2006, compared to
$10.9 million in 2005.  The increase in expense is due largely to
$13.8 million in charges related to the termination of a
$400 million interest-rate swap contract and premiums paid for two
separate $400 million interest-rate swap contracts.  These
contracts were entered into as a bridge hedge for a portion of the
acquisition financing related to the pending ADVO acquisition.

Included in other income for 2004 is a $6.5 million gain due to
the settlement of a property claim related to a fire at the Corby,
England facility.

Income tax expense represents 38.6% of earnings before income
taxes in 2006 compared to 34.8% in 2005 and 35.8% in 2004. The
increase in the effective tax rate is the result of the majority
of the $16.1 million in legal and professional expenses incurred
in 2006 related to the litigation between Valassis and ADVO, which
was settled in December 2006, not being deductible.

At Dec. 31, 2006, the company's balance sheet showed
$801.4 million in total assets, $633.8 million in total
liabilities, and $167.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?1a0a

                      Acquisition of ADVO Inc.

On July 5, 2006, Valassis Communications, Inc. signed a Merger
Agreement with ADVO Inc. a Delaware corporation, and Michigan
Acquisition Corp., a wholly owned subsidiary of Valassis.  Under
the Merger Agreement, Michigan Acquisition Corp. will merge with
ADVO.  After the merger, ADVO will become a wholly owned
subsidiary of Valassis.

Valassis filed suit on Aug. 30, 2006, seeking to rescind its
$1.3 billion merger agreement with ADVO based on fraud and
material adverse changes.

On Dec. 19, 2006, the companies agreed to dismiss, with prejudice,
the lawsuit between the parties.  Pursuant to the amended Merger
Agreement, the company will acquire all of the outstanding shares
of common stock of ADVO for $33.00 in cash per share.

The company's obligations under the amended Merger Agreement are
not conditioned on obtaining financing and there are no conditions
to close other than the approval of ADVO's stockholders and the
absence of any injunction or other legal restraint to the merger.

                      Sources and Uses of Cash

Cash and cash equivalents totaled $52.6 million at Dec. 31, 2006,
versus $64.3 million at Dec. 31, 2005.

Cash flow from operating activities was $49.8 million in 2006,
compared to $116.2 million in 2005.

Net cash used in investing activities was $50.6 million primarily
as a result of $30.5 million in net purchases of auction-rate
securities and capital expenditures of $16.3 million.  This
compared with $133,000 net cash provided by investing activities
in 2005.

Cash used in financing activities was $12.6 million for 2006,
primarily driven by repayment of $14.4 million of debt.  This
compared with net cash used in financing activities of
$135.4 million in 2005.  The company suspended its share
repurchase program in February 2006, therefore cash used in
financing activities was significantly lower in 2006 than in 2005.

At Dec. 31, 2006, Valassis' debt was $259.9 million, which
consisted of $100.0 million of its 6 5/8% Senior Notes due 2009
and $160 million of Senior Convertible Notes due 2033.

                          About Valassis

Headquartered in Livonia, Michigan, Valassis Communications Inc.
(NYSE: VCI) -- http://www.valassis.com/-- provides marketing
services to consumer-packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.  Valassis' products and
services portfolio includes: newspaper-delivered promotions and
advertisements such as inserts, sampling, polybags and on-page
advertisements; direct-to-door advertising and sampling; direct
mail; Internet-delivered marketing; loyalty marketing software;
coupon and promotion clearing; and promotion planning and analytic
services.  Valassis subsidiaries include Valassis Canada,
Promotion Watch, Valassis Relationship Marketing Systems, LLC
and NCH Marketing Services Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Ratings Services assigned its B- rating to
Valassis Communications Inc.'s proposed $590 million senior
unsecured notes.  The B+ corporate credit rating on Valassis was
affirmed.  Rating outlook is stable.


VIDEON CABLESYSTEMS: DBRS Lifts BB(high) Rating on Senior Loan
--------------------------------------------------------------
Dominion Bond Rating Service upgraded the Senior Notes rating
of Shaw Communications Inc. and the Senior Unsecured Debentures
rating of Videon CableSystems Inc. to BBB (low) from BB (high).
DBRS also upgraded Shaw's Canadian Originated Preferred Securities
to Pfd-3 (low) from Pfd-4, reflecting a less significant amount of
COPrS in the capital structure. The trends on all the ratings are
Stable.

DBRS changed the trends on the ratings to Positive on Feb. 22,
2005, and confirmed the ratings and trends on Oct. 27, 2005, and
on Nov. 13, 2006.

The upgrade reflects Shaw's strong cable franchise, which has
demonstrated good EBITDA and subscriber growth to date, led by its
core cable and Internet segments and strong subscriber growth from
its cable telephony service.  As such, EBITDA has improved to
roughly $1 billion for the 12 months ended Nov. 30, 2006, and
the company now maintains well over 2.2 million basic cable
subscribers and more than 1.35 million Internet subscribers.

Additionally, the company's financial risk profile has improved to
date; however, DBRS notes Shaw's use of free cash flow has largely
been directed toward dividend payments rather than debt reduction.
Nevertheless, the company has executed well and should continue to
grow into its current rating category comfortably based on DBRS's
expectations of future profitability and EBITDA growth.

DBRS expects Shaw to continue to demonstrate strong EBITDA growth
in fiscal 2007, which should continue to help improve key credit
metrics going forward.  As such, DBRS expects gross debt-to-EBITDA
to improve to approximately 3x and cash flow-to-debt to exceed
0.20x by the end of fiscal 2007.

DBRS also notes continued improvement and growth within the
Canadian cable industry has benefited by a "triple-play" offering
that has increased emphasis and uptake of bundled services,
which continues to be a key driver for EBITDA growth and improved
profitability.  In addition, DBRS notes, to date, competition for
Shaw in its markets has been rational and largely based on quality
of service rather than aggressive pricing and promotional
activity.


WARNER MUSIC: Shareholders Need Not Notify Interests Over EMI Deal
------------------------------------------------------------------
Warner Music Group Corp. clarifies that its shareholders will not
be required to notify their interests in WMG securities under
Rule 8 of the U.K. Takeover Code relating to dealings by
interested persons in its relevant securities.

Warner Music confirms that any possible offer for EMI Group plc is
likely to be solely in cash.

As a further result of this clarification, WMG will not be
required to disclose details under Rule 2.10 of the UK Takeover
Code relating to the number of its relevant securities in issue.

Warner Music also confirms that it has approached EMI Group about
a possible acquisition of its entire equity on Jan. 24, 2007,
after it obtained the Independent Music Publishers and Labels
Association's agreement to support it before the European
Commission and other relevant regulatory authorities.

If Warner Music were to make an offer for EMI Group within the
meaning of the U.K. Takeover Code, Warner Music has agreed with
IMPALA to implement some measures, including:

   * providing specified funding for (but taking no equity
     participation in) the recently announced Merlin initiative,
     the new global digital rights licensing platform established
     by the independent music labels to represent the world's
     independent music sector;

   * ensuring the divestiture of certain recorded music assets to
     reinforce the market power of the independent sector; and

   * pursuing various other behavioral commitments, which have the
     aim of benefiting the recorded music market as a whole and,
     in particular, the independent music sector.

By setting a new framework for the relationship between a combined
Warner Music and EMI Group and the independent music sector,
Warner Music believes that the agreement reached with IMPALA and
the measures envisaged under it improves the prospects for
regulatory approval of WMG and EMI's combination.

The agreement between WMG and IMPALA does not require IMPALA to
change its position in relation to any other pending regulatory
and legal proceedings.  IMPALA will maintain its position that the
Sony/BMG and Universal/BMG transactions continue to raise
competition issues unless suitable remedies are offered.

WMG believes that there is a compelling strategic, commercial, and
financial logic in a combination of the two companies and that
such a combination should maximize benefits for the shareholders
of both companies.

WMG's approach to EMI, however, remains in the preliminary stages
and there can be no certainty that the discussions will result in
any specific transaction.

                           About IMPALA

The Independent Music Publishers and Labels Association was
established in April 2000 as a non-profit making organization with
the purpose of ensuring assistance and fair market access to
independent record companies and music publishers.

IMPALA has an all-independent membership, which represents the
interests of the independent music sector.  IMPALA members include
main independent companies such as Beggars Group (UK), !K7
(Germany), Epitaph (US/NL), Naive (France), PIAS Group (Belgium),
Wagram (France), as well as national trade associations from the
UK (AIM), France (UPFI), Germany (VUT), Spain (UFI), Italy (PMI),
Denmark (DUP), Norway (FONO), Israel (PIL), Sweden (SOM), and the
Catalonian association APECAT.

                          About EMI Group

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in China,
Brazil, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near GBP2 billion and operating profit
generated was over GBP225 million.

EMI Music operates the world famous recording facilities Abbey
Road Studios in London and Capitol Studios in Los Angeles.

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--  
became the only stand-alone music company to be publicly traded in
the United States in May 2005 that operates through numerous
international affiliates and licensees in more than 50 countries.
Warner Music is home to a collection of record labels in the music
industry including Asylum, Atlantic, Bad Boy, Cordless, East West,
Elektra, Lava, Maverick, Nonesuch, Reprise, Rhino, Rykodisc, Sire,
Warner Bros., and Word.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2007,
Standard & Poor's Ratings Services revised its outlook on Warner
Music Group Corp. to negative from stable, while affirming all
ratings, including the 'BB-' corporate credit rating, on the
company.


XM SATELLITE: Sirius Merger Prompts S&P's Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including the 'CCC+' corporate credit rating, on
Washington, D.C.-based XM Satellite Radio Holdings Inc. and XM
Satellite Radio Inc., which are analyzed on a consolidated basis,
on CreditWatch with positive implications, following the company's
definitive agreement to an all-stock "merger of equals" with
Sirius Satellite Radio Inc.

Under the terms of the agreement, XM shareholders will receive
4.6 shares of Sirius common stock for each share of XM they own.
As of Sept. 30, 2006, the company had approximately $1.375 billion
in outstanding debt.

"Upgrade potential is expected to be limited to one notch," said
Standard & Poor's credit analyst Michael Altberg, "and will depend
on the timing of achieving expected cost savings and on the
magnitude of capital investment needed for the integration of the
two companies' technology infrastructures."

If FCC approval is not forthcoming, the company will be faced with
an ongoing challenge to grow its subscriber base sufficiently to
reach positive cash flow on its current operating expense and
capital requirements.


XM SATELLITE: Sirius Merger Cues Moody's Developing Outlook
-----------------------------------------------------------
Moody's Investors Service affirmed the existing debt ratings of XM
Satellite Radio Holdings, Inc. and its subsidiary XM Satellite
Radio, Inc. and changed the outlook to developing from stable in
connection with the company's Feb. 19, 2007 report that XM and
SIRIUS Satellite Radio, Inc. have entered into a definitive merger
agreement.

The proposed transaction will combine the two companies in a
tax-free, all-stock merger of equals with a combined enterprise
value of $13 billion, including net debt of approximately
$1.6 billion.  Under the agreement, XM shareholders will receive a
fixed exchange ratio of 4.6 shares of SIRIUS common stock for each
share of XM they own.  The transaction, which is subject to
shareholder and regulatory approvals, is expected to close by the
end of 2007, pending regulatory approval.

The developing outlook reflects Moody's view that over the
intermediate term, these potential revenue and cost synergies
could impact the combined company's free cash flow and other
credit metrics and provide upward momentum to its rating.

However, the impact on the credit metrics is dependent on the size
and timing of these synergies as well as costs associated with
realizing these synergies including those related to making the
two companies' technological architectures inter-operable.  Given
the uncertain nature of the impact of the cost synergies and
enhanced operating leverage on the credit metrics including free
cash flow, and the regulatory challenges to completing the merger,
Moody's maintains XM's Caa1 corporate family rating at this time.

These ratings are affected:

   * XM Satellite Radio Holdings, Inc.

      -- Corporate family rating, Caa1
      -- Probability-of-default rating, Caa1
      -- 1.75% convertible senior notes due 2009, Caa3, LGD5, 89%

   * XM Satellite Radio, Inc.

      -- Secured revolver, B1, LGD1, 5%
      -- Senior floating rate notes due 2013, Caa1, LGD3, 49%
      -- 9.75% senior notes due 2014, Caa1, LGD3, 49%

XM Satellite Radio Holdings, Inc., located in Washington D.C., is
a satellite radio broadcaster.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Woodhollow Loft, Inc.
   Bankr. N.D. Ind. Case No. 07-20206
      Chapter 11 Petition filed February 2, 2007
         See http://bankrupt.com/misc/innb07-20206.pdf

In re Worldwide Enterprises at Milton Avenue, LLC
   Bankr. S.D.N.Y. Case No. 07-22095
      Chapter 11 Petition filed February 6, 2007
         See http://bankrupt.com/misc/nysb07-22095.pdf

In re D.E. Brooks Enterprises Inc.
   Bankr. W.D. Okla. Case No. 07-10311
      Chapter 11 Petition filed February 8, 2007
         See http://bankrupt.com/misc/okwb07-10311.pdf

In re RUSI, Inc.
   Bankr. E.D. Pa. Case No. 07-10808
      Chapter 11 Petition filed February 8, 2007
         See http://bankrupt.com/misc/paeb07-10808.pdf

In re Coleman Communications Corp.
   Bankr. W.D. N.Y. Case No. 07-00511
      Chapter 11 Petition filed February 9, 2007
         See http://bankrupt.com/misc/nywb07-00511.pdf

In re General Kinetics Inc.
   Bankr. W.D. Pa. Case No. 07-70111
      Chapter 11 Petition filed February 9, 2007
         See http://bankrupt.com/misc/pawb07-70111.pdf

In re Rex Marsee Designs
   Bankr. E.D. Tenn. Case No. 07-10565
      Chapter 11 Petition filed February 9, 2007
         See http://bankrupt.com/misc/tneb07-10565.pdf

In re Schillings Carpet, Inc.
   Bankr. W.D. Pa. Case No. 07-10175
      Chapter 11 Petition filed February 9, 2007
         See http://bankrupt.com/misc/pawb07-10175.pdf

In re SEJ3, L.P.
   Bankr. E.D. Pa. Case No. 07-10840
      Chapter 11 Petition filed February 9, 2007
         See http://bankrupt.com/misc/paeb07-10840.pdf

In re The Aspen Street Corp.
   Bankr. E.D. Pa. Case No. 07-10858
      Chapter 11 Petition filed February 9, 2007
         See http://bankrupt.com/misc/paeb07-10858.pdf

In re Hawke Realty, Inc.
   Bankr. E.D. Mich. Case No. 07-42697
      Chapter 11 Petition filed February 12, 2007
         See http://bankrupt.com/misc/mieb07-42697.pdf

In re Manlius Car Wash, Inc.
   Bankr. N.D. N.Y. Case No. 07-30264
      Chapter 11 Petition filed February 12, 2007
         See http://bankrupt.com/misc/nywb07-30264.pdf

In re RKC & A, Inc.
   Bankr. W.D. Mich. Case No. 07-00970
      Chapter 11 Petition filed February 12, 2007
         See http://bankrupt.com/misc/miwb07-00970.pdf

In re Johnny Rockets of Ohio, Inc.
   Bankr. S.D. Ohio Case No. 07-10533
      Chapter 11 Petition filed February 13, 2007
         See http://bankrupt.com/misc/ohsb07-10533.pdf

In re Pro Tech Automotive, Inc.
   Bankr. E.D. Mich. Case No. 07-42764
      Chapter 11 Petition filed February 13, 2007
         See http://bankrupt.com/misc/mieb07-42764.pdf

In re Richard Duane Gilbertson
   Bankr. W.D. Wis. Case No. 07-10486
      Chapter 11 Petition filed February 13, 2007
         See http://bankrupt.com/misc/wiwb07-10486.pdf

In re Robert E. Baker, Jr.
   Bankr. D. Mass. Case No. 07-10864
      Chapter 11 Petition filed February 13, 2007
         See http://bankrupt.com/misc/mab07-10864.pdf

In re Societa Devoti Santa Lucia
   Bankr. W.D. Pa. Case No. 07-20893
      Chapter 11 Petition filed February 13, 2007
         See http://bankrupt.com/misc/pawb07-20893.pdf

In re Howard James Ackerman
   Bankr. S.D. Fla. Case No. 07-10944
      Chapter 11 Petition filed February 14, 2007
         See http://bankrupt.com/misc/flsb07-10944.pdf

In re Raw Wood Furniture, Inc.
   Bankr. N.D. Okla. Case No. 07-10228
      Chapter 11 Petition filed February 14, 2007
         See http://bankrupt.com/misc/oknb07-10228.pdf

In re Resource Properties, Inc.
   Bankr. E.D. La. Case No. 07-10271
      Chapter 11 Petition filed February 14, 2007
         See http://bankrupt.com/misc/laeb07-10271.pdf

In re TA Smith Associates, Inc.
   Bankr. N.D. N.Y. Case No. 07-10434
      Chapter 11 Petition filed February 14, 2007
         See http://bankrupt.com/misc/nynb07-10434.pdf

In re Alicia Maria Restrepo
   Bankr. S.D. Fla. Case No. 07-10974
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/flsb07-10974.pdf

In re Blagio Restaurant Inc.
   Bankr. E.D. N.Y. Case No. 07-40723
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/nyeb07-40723.pdf

In re Christopher McAllister
   Bankr. D. N.H. Case No. 07-10310
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/nhb07-10310.pdf

In re It's The Law Legal Services, P.C.
   Bankr. E.D. Mich. Case No. 07-30512
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/mieb07-30512.pdf

In re Lee May Enterprises LLC
   Bankr. N.D. Ga. Case No. 07-62544
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/ganb07-62544.pdf

In re MB 2, Inc.
   Bankr. S.D. Tex. Case No. 07-31174
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/txsb07-31174.pdf

In re McAllister Construction Holdings, LLC
   Bankr. D. N.H. Case No. 07-10309
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/nhb07-10309.pdf

In re Springdale Grocery, Inc.
   Bankr. W.D. Ark. Case No. 07-70424
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/arwb07-70424.pdf

In re Tennessee Granite And Marble, LLC
   Bankr. M.D. Tenn. Case No. 07-01091
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/tnmb07-01091.pdf

In re Theta Technologies Inc.
   Bankr. N.D. Calif. Case No. 07-40456
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/canb07-40456.pdf

In re Trinity Electrical Construction Co., LLC
   Bankr. E.D. N.C. Case No. 07-00296
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/nceb07-00296.pdf

In re Valdez Heli-Camps, Inc.
   Bankr. D. Alaska Case No. 07-00060
      Chapter 11 Petition filed February 15, 2007
         See http://bankrupt.com/misc/akb07-00060.pdf

In re 2 Bar O Country Store, Inc.
   Bankr. D. Ariz. Case No. 07-00226
      Chapter 11 Petition filed February 16, 2007
         See http://bankrupt.com/misc/azb07-00226.pdf

In re Atlantic Port Richmond International Logistics, Inc.
   Bankr. E.D. Pa. Case No. 07-11002
      Chapter 11 Petition filed February 16, 2007
         See http://bankrupt.com/misc/paeb07-11002.pdf

In re Capitol Arms
   Bankr. D. Alaska Case No. 07-00064
      Chapter 11 Petition filed February 16, 2007
         See http://bankrupt.com/misc/akb07-00064.pdf

In re Jeffrey L. Culver
   Bankr. W.D. Wis. Case No. 07-10520
      Chapter 11 Petition filed February 16, 2007
         See http://bankrupt.com/misc/wiwb07-10520.pdf

In re Neighborhood Family Doctor, Inc.
   Bankr. S.D. Fla. Case No. 07-11013
      Chapter 11 Petition filed February 16, 2007
         See http://bankrupt.com/misc/flsb07-11013.pdf

In re Prosthetic Dentistry of Mt. Lebanon, P.C.
   Bankr. W.D. Pa. Case No. 07-20964
      Chapter 11 Petition filed February 16, 2007
         See http://bankrupt.com/misc/pawb07-20964.pdf

In re 5914 Magnolia Partnership
   Bankr. N.D. Ill. Case No. 07-02785
      Chapter 11 Petition filed February 18, 2007
         See http://bankrupt.com/misc/ilnb07-02785.pdf

In re Derby Fish and Lobster Corp.
   Bankr. D. Mass. Case No. 07-10980
      Chapter 11 Petition filed February 19, 2007
         See http://bankrupt.com/misc/mab07-10980.pdf

In re Raymond Authur Burris
   Bankr. S.D. Ind. Case No. 07-01092
      Chapter 11 Petition filed February 19, 2007
         See http://bankrupt.com/misc/insb07-01092.pdf

In re Second City Holding Company, Inc.
   Bankr. W.D. N.C. Case No. 07-30346
      Chapter 11 Petition filed February 19, 2007
         See http://bankrupt.com/misc/ncwb07-30346.pdf

In re SouthendBrewing Ventures L.P.
   Bankr. W.D. N.C. Case No. 07-30343
      Chapter 11 Petition filed February 19, 2007
         See http://bankrupt.com/misc/ncwb07-30343.pdf

In re Bank & Business Systems, Inc.
   Bankr. N.D. Ga. Case No. 07-40419
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/ganb07-40419.pdf

In re Fantasy Boutique of Boca, LLC
   Bankr. S.D. Fla. Case No. 07-11045
      Chapter 11 Petition filed February 20, 2007
         See http://bankrupt.com/misc/flsb07-11045.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Cherry A. Soriano-Baaclo, Melvin C. Tabao, Tara Marie A. Martin,
Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***