TCR_Public/070329.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, March 29, 2007, Vol. 11, No. 75

                             Headlines

ABRAXAS PETROLEUM: Dec. 31 Balance Sheet Upside-Down by $21.6 Mil.
ABUNDANT LIFE: Case Summary & Three Largest Unsecured Creditors
AFFILIATED COMPUTER: Unit Inks Settlement with N.C. Health Dept.
AFFILIATED COMPUTER: Buyout Offer Cues Fitch's Neg. Rating Watch
AFFILIATED COMPUTER: Moody's Affirms Ba2 Corporate Family Rating

AFFILIATED COMPUTER: Buyout Offer Cues S&P's Negative CreditWatch
ALASKA COMMS: Dec. 31 Balance Sheet Upside-Down by $24.7 Million
AMERICAN AIRLINES: Moody's Lifts Rating on Senior Facility to Ba3
AMERICAN MEDIA: Posts $20.5MM Net Loss in Qtr. Ended Dec. 31, 2005
AMERIGROUP CORP: Moody's Rates Proposed $200 Mil. Facility at Ba3

AMR CORP: Moody's Lifts Corporate Family Rating to B2 from B3
AMTROL INC: Seeks July 16 Extension of Lease Decision Period
AMTROL INC: Has Until June 18 to Remove Prepetition Civil Actions
APW ENCLOSURE: Court Converts Case to Chapter 7 Liquidation
ARROW ELECTRONICS: Moody's Holds Rating on Preferred Stock at Ba2

AUTOMATED BUSINESS: Case Summary & Eight Largest Unsec. Creditors
BANGPHAXAY CONSTRUCTION: Case Summary & Two Largest Creditors
BARTS INNS: Case Summary & 13 Largest Unsecured Creditors
BEAZER HOMES: FBI Conducting Investigation on Lending Practices
BEAZER HOMES: CFO James O'Leary Resigns to Join Kaydon

BEAZER HOMES: Low Earnings Expectation Cues S&P's Negative Outlook
BELL MICROPRODUCTS: Receives Another Nasdaq Delisting Notice
BELLE MARMICK: Case Summary & 20 Largest Unsecured Creditors
BLOCKBUSTER INC: Good Performance Cues S&P's Ratings' Upgrade
BORALEX INVESTMENT: S&P Withdraws B+ Preliminary Term Loan Rating

BOWNE & CO: Incurs Net Loss of $1.8 Million in Year Ended Dec. 31
BRESNAN COMMS: Moody's Affirms Junk Rating on Second Lien Loan
CAMPMED CASUALTY: A.M. Best Holds B Financial Strength Rating
CAROLINA CARE: A.M. Best Says Financial Strength is Weak
CENTERSTAGING CORP: Dec. 31 Balance Sheet Upside-Down by $9.6 Mil.

CHEMED CORP: Deleveraging Prompts S&P's Positive Outlook
CHENIERE ENERGY: Completes Public Offering of 13.5 Million Units
CKE RESTAURANTS: Board Approves 50% in Quarterly Cash Dividend
CKE RESTAURANTS: S&P Rates $320 Mil. Secured Credit Facility at BB
CNA FINANCIAL: S&P Assigns BB Rating on Preferred Stock

COMAGRO SE: Case Summary & 20 Largest Unsecured Creditors
COMM 2001: Moody's Junks Rating $11 Million Class H Certificates
COMPLETE RETREATS: Wants Plan-Filing Period Extend to May 31
CONTINENTAL AIRLINES: Moody's Rates Class C Certificates at B1
CONTINENTAL AIRLINES: S&P Assigns B+ Rating on Class C Certs.

DANA CORP: Selling Hose & Tubing Biz to Orhan Holding for $70MM
DIASYS CORP: Posts $238,481 Net Loss in 2nd Quarter Ended Dec. 31
DRS TECH: Fitch Holds Issuer Default Rating at B+
ELGIN NATIONAL: Buyout Prompts S&P's Positive CreditWatch
ELWOOD INSURANCE: A.M. Best Lifts Financial Strength Rating to B++

EMPIRE RESORTS: Dec. 31 Balance Sheet Upside-Down by $25.7 Million
ENERGY PARTNERS: Launches 8-3/4% Senior Notes Cash Offering
EVERGREEN ESTATES: Case Summary & 20 Largest Unsecured Creditors
FALCON AIR: Court Confirms Second Amended Chapter 11 Plan
FINLAY FINE: Moody's Junks Rating on $200 Million Senior Notes

FISHER COMMUNICATIONS: Earns $16.9 Million in 2006 Fourth Quarter
FONIX CORP: BroadRiver Acquires Assets of Fonix Telecom & LecStar
FORREST HILL: Judge Michael Dismisses Chapter 11 Case
FREEPORT MCMORAN: Moody's Lifts $6 Bil. Sr. Notes' Rating to Ba3
GETTY IMAGES: New Debt Cues S&P to Retain Developing Watch

GLOBAL HOME: Court Approves DIP Financing Agreement Amendments
GLOBAL HOME: Can Use Madeleine's Cash Collateral Until April 2
GMAC COMMERCIAL: Moody's Affirms Low-B Ratings on 6 Cert. Classes
GOL INTELLIGENT: To Acquire Varig S.A. Shares for $275 Million
GOLDEN KNIGHT: Moody's Rates $13 Mil. Class E Junior Notes at Ba2

GOODYEAR TIRE: Moody's Puts Low-B Ratings on $2.7 Billion Loans
GRACEWAY PHARMA: Moody's Junks Rating on Proposed $330 Mil. Debt
GRACEWAY PHARMA: S&P Rates $330 Million Senior Loan at B-
GREENWICH CAPITAL: Moody's Holds Ba1 Rating on Class N-HEI Certs.
HEALTH FACILITIES: A.M. Best Says Financial Strength is Weak

ITHAKA ACQUISITION: Going Concern Raised Due to Likely Liquidation
JOCKS & JILLS: Case Summary & 142 Largest Unsecured Creditors
LEAR CORP: Solicitation Period for Alternative Proposals Expires
LEASE INVESTMENT: Moody's Reviews Ratings for Possible Downgrade
LENOX GROUP: Inks $275 Million Commitment Letter with UBS

LENNAR CORP: Fiscal First Quarter Net Income Lowers to $68.62 Mil.
LENNOX INT'L: Reduces Outstanding Shares with A.O.C. Agreement
LIBERTY UNION: A.M. Best Holds Rating and Says Outlook is Negative
LIFE SCIENCES: Dec. 31 Balance Sheet Upside-Down by $5.1 Million
LODGENET ENT: Launches Offer to Buy $200 Million of 9-1/2% Notes

LODGENET ENT: Tender Offer Cues Moody's to Hold B1 Rating
M. FABRIKANT & SONS: Wants Plan Filing Period Extended to June 15
M. FABRIKANT & SONS: Panel Balks at Excl. Period Extension Plea
MAGUIRE PROPERTIES: Moody's Rates $825 Mil. Credit Facility at Ba3
MARYSVILLE MUTUAL: A.M. Best Lifts Financial Strength Rating

NATIONAL GAS: Court Conditionally Approves Disclosure Statement
NEW CENTURY: Terminates Freddie Mac Loan Servicing Agreement
NEW CENTURY: Inks Consent Agreements with Four More States
NEXSTAR BROADCASTING: Dec. 31 Balance Sheet Upside-Down by $73.3M
NORTH COAST: A.M. Best Says Financial Strength is Marginal

OMEGA HEALTHCARE: Plans a Public Offer of 6.2 Million Shares
ONE COMMUNICATIONS: Moody's Rates $590 Million Loans at B1
PACIFIC LUMBER: Hires Blackstone Group as Financial Advisor
PEGASUS SOLUTIONS: High Leverage Prompts S&P's Negative Outlook
PHELPS DODGE: Moody's Lifts Rating on $566.7 Mil. Sr. Debt to Ba2

PIXELLIGENT TECH: Case Summary & 14 Largest Unsecured Creditors
PLAINS EXPLORATION: 2006 Net Income Increases to $597.5 Million
QUEBECOR WORLD: Earns $28.3 Million in Year Ended December 31
RENEE DAVIS: Case Summary & Two Largest Unsecured Creditors
S3 INVESTMENT: Posts $594,476 Net Loss in 2nd Qtr. Ended Dec. 31

SAINT VINCENTS: Court Extends Plan Solicitation Period to July 15
SAN FRANCISCO RAWHIDE: Case Summary & 3 Largest Unsec. Creditors
SERENITY MANAGEMENT: Sale of 2 Nursing Homes for $12.8 Mil. Okayed
SOLUTIA INC: Wants to Acquire Akzo Nobel's 50% Flexsys Stake
SOLUTIA INC: Proposes Bidding Procedure for Dequest Sale

SOTHEBY'S: S&P Upgrades Corporate Credit Rating to BB+ from BB
SUNDOWN ENTERPRISES: Case Summary & Largest Unsecured Creditor
SWEETMAN RENTAL: Court Okays Winfree Ruff as Accountant
TODD MCFARLANE: Files Third Amended Disclosure Statement
TODD MCFARLANE: Disclosure Statement Hearing Scheduled on April 17

TOWER AUTOMOTIVE: Selling Assets to Cerberus Capital
TRINSIC INC: Court Approves Sale of Assets to Tide Acquisition
TRW AUTOMOTIVE: Earns $176 Million in Year Ended December 31
TXU CORP: Moody's Holds Rating on Senior Unsecured Debt at Ba1
UNIT CORPORATION: Earns $312.2 Million in Year Ended December 31

UNITED AIRLINES: Union Coalition Demands Shared Rewards
US AIRWAYS: Completes $1.6 Billion Debt Refinancing Transaction
US AIRWAYS: Pilots Protest Management's Negotiating Tactics
VANGUARD FIRE: Judge Lewis Orders Liquidation
VARIG SA: Selling VRG's Shares to GOL Airlines for $275 Million

VICTORY MEMORIAL: Exclusive Plan Filing Period Extended to July 15
VISKASE COMPANIES: Moody's Junks Corporate Family Rating
VONAGE HOLDINGS: Citigroup Analyst Reduces Rating to Sell
WERNER LADDER: Wants to Sell All Assets for $265 Million
WERNER LADDER: Court Enters Formal Bidding Procedures

WILLIAMS PARTNERS: Earns $146.9 Million in Year Ended December 31
WINN-DIXIE STORES: Court Closes 23 Subsidiaries' Chapter 11 Cases
WINN-DIXIE STORES: Court Compels Discovery from Visagent Corp.
YUKOS OIL: Rosneft Oil May Bid for Yukos Transservis Unit
YUKOS OIL: Auctioning Two Bank Stakes Next Month

* A.M. Best Says 17 Insurers were Financially Impaired in 2006
* Donald Lund & Curt Vazquez Join Cohen & Grigsby as Directors
* Winstead PC Attorneys Recognized as Texas Rising Stars

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

                             *********

ABRAXAS PETROLEUM: Dec. 31 Balance Sheet Upside-Down by $21.6 Mil.
------------------------------------------------------------------
Abraxas Petroleum Corporation 's balance sheet at Dec. 31, 2006,
showed $117.5 million in total assets and $139.1 million in total
liabilities, resulting in a total stockholders' deficit of
$21.6 million.

The company's balance sheet at Dec. 31, 2006, further showed
strained liquidity with $6.7 million in total assets available to
pay $10.5 million in total current liabilities.

For the year ended Dec. 31, 2006, the company reported net
earnings of $1.2 million on revenues of $51.7 million compared
with net earnings of $19.1 million on revenues of $48.6 million in
2005.  Results for 2005 included net income from discontinued
operations of $12.8 million.  The company had no income from
discontinued operations in 2006.

Continuing operations represent financial and operating results
from U.S. operations only as all of Grey Wolf Exploration Inc.'s
historical performance and results were treated as discontinued
operations as a result of the sale of Grey Wolf shares owned by
Abraxas in Grey Wolf's initial public offering that closed on
Feb. 28, 2005.  Abraxas currently owns less than 1% of the
outstanding capital stock of Grey Wolf.

"I am pleased to announce that in 2006 we increased production,
revenue, EBITDA and cash flow over 2005 levels.  Net earnings were
lower in 2006 due to higher interest and depreciation, depletion
and amortization expenses - the higher D/D/A is a direct result of
the increased drilling costs that have plagued the industry over
the past year.  Our preliminary budget for 2007 includes roughly
20 to 30 projects, which will focus on improving our reserve ratio
through the conversion of proved undeveloped and probable /
possible reserves to the proved developed category. Based on our
current plans, coupled with relatively strong commodity prices, I
believe we are poised to have a great 2007," commented Bob Watson,
Abraxas' president and chief executive officer.

"We have begun the initial phase of production testing on the
Caprito wells and look forward to definitive results in the near
future.  In Wyoming, we are very encouraged by the initial results
other operators have achieved by drilling horizontally in the
Mowry Shale and their stated plans of a continuous drilling
program during 2007.  We anticipate that our initial drilling
permits will be approved by mid-summer, with drilling operations
to commence soon thereafter.  Lastly, we anticipate that the
drilling of the lateral section on the Manzanita #1H well in the
Oates SW Field will be underway by next week," commented Bob
Watson.

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?1c4e

Cash flow from operating activities for the year ended
Dec. 31, 2006, was $15.6 million compared with cash provided by
operations of $21.1 million during 2005.  Expenditures in 2006 of  
approximately $26.3 million were primarily for the development of
natural gas and crude oil properties offset by proceeds from the
sale of oil and gas  properties of $12.2 million.  Financing
activities used $1.5 million during 2006, of which $20.4 million
was provided from long-term borrowing offset by $22.4 million of
payments on long-term debt.

                     About Abraxas Petroleum

Headquartered in San Antonio, Texas, Abraxas Petroleum Corp --
http://www.abraxaspetroleum.com/-- is an independent natural gas
and crude oil exploitation and production company with operations
concentrated in Texas and Wyoming.  Abraxas was founded in 1977
and is publicly traded on the American Stock Exchange under the
ticker symbol "ABP".


ABUNDANT LIFE: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Abundant Life & Restoration Ministries International, Inc.
        P.O. Box 5318
        Tallahassee, FL 32314

Bankruptcy Case No.: 07-40148

Type of Business: The Debtor is a religious institution.
                  See http://www.alarmministries.com/

Chapter 11 Petition Date: March 27, 2007

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Allen Turnage, Esq.
                  P.O. Box 15219, 2344 Centerville Road, Suite 101
                  Tallahassee, FL 32317
                  Tel: (850) 224-3231
                  Fax: (850) 224-2535

Total Assets: $2,063,000

Total Debts:  $1,029,250

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         withholding            $52,500
400 West Bay St., Suite 35045    taxes
Jacksonville, FL 32202

Riley Palmer Construction        professional           $21,250
P.O. Box 12668
Tallahassee, FL 32317

David Melvin Engineers           professional           $17,500
Attention: Sean Martin           services
2931 Kerry Forest Parkway
Suite 103
Tallahassee, FL 32309


AFFILIATED COMPUTER: Unit Inks Settlement with N.C. Health Dept.
----------------------------------------------------------------
Affiliated Computer Services Inc. reported that its subsidiaries,
ACS State Healthcare LLC, and the North Carolina Department of
Health and Human Services, have settled the pending litigation
related to the North Carolina Medicaid Management Information
System contract.

The settlement provides that DHHS withdraw its June 6, 2006,
plan to terminate the NCMMIS contract.

ACS State Healthcare has agreed, as part of the settlement, to
license DHHS certain products in connection with contract.

DHHS will pay ACS State Healthcare $10.5 million in installment
basis beginning March 31, 2007 until June 30, 2008.  Under the new
contract, ACS State Healthcare will render service to DHHS, and
will be paid based on achieving certain levels of cost savings.

                      About Affiliated Computer

Affiliated Computer Services Inc. (NYSE: ACS)
-- http://www.acs-inc.com/-- provides business process  
outsourcing and information technology solutions to world-
class commercial and government clients.  The company has more
than 58,000 employees supporting client operations in nearly 100
countries.


AFFILIATED COMPUTER: Buyout Offer Cues Fitch's Neg. Rating Watch
----------------------------------------------------------------
Fitch Ratings placed Affiliated Computer Services, Inc. on
Rating Watch Negative after the proposed offer from Darwin Deason,
founder and current chairman of ACS, and Cerberus Capital
Management L.P. to acquire the company in a leveraged buyout
transaction valued at $8.2 billion, including existing debt.

Ratings affected:

   -- Issuer Default Rating 'BB';
   -- Senior secured revolving credit facility at 'BB';
   -- Senior secured term loan at 'BB'; and
   -- Senior notes at 'BB-'.

Approximately $3.3 billion of debt, including the $1 billion
revolving facility, is affected by Fitch's action.

Resolution of the Negative Rating Watch is contingent on these
factors:

   -- The decision reached by ACS' Board of Directors to accept or
      reject the offer following a review of the transaction;

   -- The degree of leverage utilized in financing the acquisition
      should the Board approve the transaction;

   -- The acquirer's ability to arrange what Fitch believes will
      be approximately $6 billion of debt financing, assuming a
      30% equity contribution.

Fitch believes ACS' credit metrics proforma for the transaction
support an IDR in the 'B' category.  Based on the proposed offer
price and a 30% equity contribution, Fitch estimates pro forma
leverage may increase to 6.3x from 2.8x as of Dec. 31, 2006 due to
a projected $3.3 billion increase in outstanding debt to
$6 billion in order to finance the transaction.

Fitch believes proforma interest coverage may decline to 1.7x from
7.1x for the latest 12 months ended Dec. 31, 2006.

Fitch believes the majority of outstanding debt will be refinanced
in an LBO transaction.  Total debt as of Dec. 31, 2006 was
approximately $2.6 billion, consisting primarily of $1.8 billion
of secured term loans due 2013, $275 million of borrowings under
the revolving credit facility, $250 million of senior notes due
June 2010 and $250 million of senior notes due June 2015.  

Under the terms of the credit facility agreement, consummation of
the proposed transaction would be an event of default, requiring
immediate repayment of all outstanding borrowings under the
facility due to a change of control provision and likely violation
of financial covenants in the agreement, including maximum
consolidated total leverage ratio of 4x and interest coverage
covenant of 4.5x.

The indenture governing ACS' $500 million of senior notes offers
no protection in the event of an LBO.  ACS previously granted
equal and ratable liens in favor of the holders of the senior
notes in all assets other than accounts receivable when it
obtained the current secured credit facility.  The 'BB-' rating
for the senior notes incorporates the fact that the secured credit
facilities have the sole rights to ACS' accounts receivable, which
represented approximately 21% of total assets and 43% of tangible
assets as of Dec. 31, 2006.

Acceleration of principal on the senior notes as a result of ACS'
failure to timely file its 10-K for the year ended June 30, 2006,
remains uncertain due to the company's pending lawsuit against its
Trustee, in which ACS seeks a declaratory judgment affirming its
position that no default has occurred under the indenture.
However, Fitch believes there is a possibility the senior notes
will be refinanced in the proposed transaction to avoid the
uncertainty associated with a sizeable contingent payment relative
to current liquidity and minimal pro forma free cash flow in a
highly leveraged capital structure.


AFFILIATED COMPUTER: Moody's Affirms Ba2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed Affiliated Computer Services'
Ba2 corporate family rating and assigned a stable rating outlook,
following the company's conclusion of an internal investigation
into its options granting practices and restoration to current SEC
financial reporting.  

This rating confirmation concludes a review for possible downgrade
initiated on Oct. 2, 2006, which was prompted by the company's
internal options granting investigation and a related delay in
filing its SEC financial statements.

ACS' Ba2 rating is supported by the company's size and
profitability as measured by its pretax income of $450 million and
net profit returns on assets adjusted for pensions and leases of
about 4% for LTM December 2006.  

In addition, the company's business profile, as measured
collectively by its geographic, business line, and client
diversity, is estimated by Moody's to be greater than certain of
its I/T services peers.  The rating is constrained by management's
aggressive growth goal to achieve $10 billion total revenues for
2010, the company's sluggish internal/organic revenue growth rate,
declining commercial operating margins, a legal overhang related
to prior improper stock options granting practices, and sizable
capital expenditures as a percentage of EBITDA.

Moody's believes the company's financial leverage and interest
coverage as measured by debt to EBITDA and free cash flow to debt,
respectively, may deteriorate as the company pursues further
acquisitions and possibly conducts further share repurchases.
However, the Ba2 rating assumes that the company's leverage will
not exceed 7.2x and that its EBIT to interest ratio will not
decline to less than 2x.

The stable outlook reflects the company's relatively steady
internal revenue growth and healthy operating margins, which are
supported by its competitively positioned and well diversified BPO
business portfolio.  The company's equity value as well as new
business award signings has been negatively affected by the stock
option backdating investigations and late financial statement
filings.  The stable outlook assumes that the company's market
value and asset book value will converge and that its new business
awards will improve over the next twelve months.

The ratings could experience upward pressure if the company is
able to exhibit continued internal revenue growth, consistent
client retention rates, growth of new business signings, and
operating margin stability and if its ratio of debt to EBITDA less
capital expenditures were to remain below 5.5x.

The rating could experience downward pressure if internal revenues
and new business signings were to decline or debt to EBITDA less
capital expenditures were to increase to over 7.2x, possibly due
to realized material legal exposure related to shareholder
activity along with acquisition spending and share repurchases.

Ratings confirmed include:

   * Ba2 Corporate Family Rating
   * $500 million Senior Secured Notes due 2010 and 2015, Ba2
   * $3800 million Senior Secured Term Loan facility due 2013, Ba2
   * $1000 million Senior Secured Revolving Credit Facility, Ba2

Headquartered in Dallas, Texas, Affiliated Computer Services, with
$5.5 billion LTM December 2006 revenues, is a leading provider of
business process outsourcing and I/T outsourcing to commercial
clients as well as state and local governments.


AFFILIATED COMPUTER: Buyout Offer Cues S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior secured ratings on Dallas, Texas-based
Affiliated Computer Services Inc. on CreditWatch with negative
implications.

"The CreditWatch placement follows the announcement that an
investment group led by ACS' founder has offered to buy the
company for about $8.2 billion (including the assumption of
debt)," said Standard & Poor's credit analyst Philip Schrank.

If the LBO is successful, operating lease-adjusted leverage likely
will increase from the 5x threshold incorporated into the current
rating.

Standard & Poor's will monitor any negotiations and respond to any
change in the company's business or financial profile.


ALASKA COMMS: Dec. 31 Balance Sheet Upside-Down by $24.7 Million
----------------------------------------------------------------
Alaska Communications Systems Group Inc.'s balance sheet at
Dec. 31, 2006, showed $562.3 million in total assets and
$587 million in total liabilities, resulting in a $24.7 million
total stockholders' deficit.

The company reported net income of $6.1 million on total operating
revenues of $91.7 million for the fourth quarter ended Dec. 31,
2006, compared with a net loss of $4.9 million on total operating
revenues of $82.5 million for the same period ended Dec. 31, 2005.

Operating income increased to $13.9 million in the fourth quarter
of 2006 compared to fourth quarter 2005 operating income of
$4.7 million.

Net cash provided by operations increased 9% to $26.5 million in
the fourth quarter of 2006, compared to net cash provided by
operations of $24.3 million during the fourth quarter of 2005.

For the year ended Dec. 31, 2006, the company reported net income
for 2006 of $20 million, compared with a net loss of $41.6 million
in 2005.

Total revenues were $349.8 million, which represented a 7 percent
increase over 2005 revenues of $326.8 million.

Net cash provided by operating activities for 2006 was
$90.7 million as compared to net cash provided by operating
activities of $56.3 million in 2005.

Liane Pelletier, ACS president and chief executive officer,
stated, "Once again we have proven that with continued focus on
fundamentals, we can achieve superior results.  2006 closed with
total financial performance above plan, with liquidity in the
stock enhanced through the sale of all remaining private equity
interests, with a stronger management team and with many operating
components significantly enhanced through process improvement.  
Over the last two plus years, ACS has continued to exceed its
revenue and EBITDA targets, and demonstrated the value of its
asset mix.  The ACS team concluded the year with annual revenue
growth of 7 percent and annual EBITDA growth of 8.5 percent,
driving continued expansion in cash flow per share."

"Strong organic top line growth coupled with stringent cost
containment continues to drive cash flow expansion, with
$90.7 million of cash generated from operating activities in 2006,
up 61.1 percent over the prior year.  We remain well positioned
from a liquidity standpoint and exited the year with cash,
restricted cash and investments of $38.6 million, down only
$5.3 million in a year where we delevered by $9 million and
invested $21 million in our pre-funded capex program," added David
Wilson, ACS senior vice president and chief financial officer.

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?1c40

                   About Alaska Communications

Alaska Communications Systems Group Inc. (Nasdaq: ALSK) --
http://www.alsk.com/-- is an integrated communications provider  
in Alaska, offering local telephone service, wireless, long
distance, data, and Internet services to business and residential
customers throughout Alaska.


AMERICAN AIRLINES: Moody's Lifts Rating on Senior Facility to Ba3
-----------------------------------------------------------------
Moody's Investors Service raised the debt ratings of AMR
Corporation and its subsidiaries, including the corporate family
rating, to B2.  Moody's also raised the ratings of most tranches
of AMR's Enhanced Equipment Trust Certificates, affirmed the SGL-2
rating, and increased the Loss Given Default rate to 30-LGD3 on
the secured debt and to 83-LGD5 on the senior unsecured debt.  The
outlook is stable.

"The rating upgrades follow meaningful improvement to the debt
protection metrics of AMR Corp. and American Airlines, Inc.
(jointly "American") after a sustained period of free cash flow
generation, including American's first full year of net profits
since 2000", said George Godlin of Moody's Investors Service.

Moody's anticipates continued gains in profits, as management
works to implement a number of planned cost saving initiatives.
American's long-term debt declined and is not expected to increase
in the near term as the company has no mainline or regional
aircraft delivering until 2013 and the company improved the funded
status of its pension plan in 2006 through excess contributions.
Management efforts are ongoing to strengthen the balance sheet,
and Moody's expects debt to be paid down during 2007 at least
equal to the scheduled debt maturities of $1.35 billion.  American
has amassed a substantial cash position (about $5.2 billion or
approximately 38.7% of gross debt), which is not likely to
diminish over the near term because of a strong revenue
environment.

The company's liquidity rating was affirmed at SGL-2 reflecting
American's compliance with the terms of its financial covenants
and increased borrowing capacity as the company pays down debt and
satisfies pension plan obligations from cash from operations.
Despite the fact that a substantial portion of its assets are
encumbered, American's ratings acknowledge the company's
leadership position in the North American airline industry and its
large unrestricted cash and short-term investments to support
additional secured borrowings.

The rating could be raised further if growth in
internally-generated cash flows is sufficient to sustain EBIT to
interest greater than 2x and retained cash flow to debt greater
than 15%.  Downward pressure on the ratings could occur with an
EBITDA margin lower than 15%, or if debt to EBITDA exceeds 8x or
EBIT to interest expense falls to close to 1x.

Upgrades:

   * AMR Corporation

      -- Probability of Default Rating, Upgraded to B2 from B3

      -- Corporate Family Rating, Upgraded to B2 from B3

      -- Senior Unsecured Convertible Bond, Upgraded to Caa1 from
         Caa2

      -- Senior Unsecured Medium-Term Note Program, Upgraded to
         Caa1 from Caa2

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
         from Caa2

      -- Senior Unsecured Shelf, Upgraded to Caa1 from Caa2

   * Alliance Airport Authority, Inc.

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * American Airlines 1988-A Grantor Trust

      -- Senior Secured Equipment Trust, Upgraded to B2 from B3

   * American Airlines, Inc.

      -- Senior Secured Bank Credit Facility, Upgraded to Ba3 from
         B1

      -- Senior Secured Enhanced Equipment Trust, Upgraded to a
         range of Ba3 to Baa1 from a range of B1 to Baa3

      -- Senior Secured Equipment Trust, Upgraded to a range of
         Caa1 to Baa1 from a range of Caa2 to Baa2

      -- Senior Secured Regular Bond/Debenture, Upgraded to a
         range of B1 to Ba1 from a range of B2 to Ba2

      -- Senior Secured Shelf, Upgraded to Ba3 from B1

   * Chicago O'Hare International Airport, Illinois

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Dallas-Fort Worth Intl. Airport Facility Imp. Corp.

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Secured Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Dallas-Fort Worth Texas, Regional Airport

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * New Jersey Economic Development Authority

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * New York City Industrial Development Agcy, New York

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Puerto Rico Ports Authority

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Raleigh-Durham Airport Authority, North Carolina

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * Regional Airports Improvement Corporation, California

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Tulsa Oklahoma, Municipal Airport Trust

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Secured Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

American, based in Fort Worth, Texas, operates the largest
scheduled passenger airline in the world with service throughout
North America, the Caribbean, Latin America, Europe and Asia.


AMERICAN MEDIA: Posts $20.5MM Net Loss in Qtr. Ended Dec. 31, 2005
------------------------------------------------------------------
American Media Operations, Inc., filed its fiscal third quarter
financial statements for the three months ended Dec. 31, 2005,
with the U.S. Securities and Exchange Commission on March 23,
2007.

For the third quarter ended Dec. 31, 2005, the company had a net
loss of $20.58 million on total operating revenues of
$119.26 million, as compared with a net loss of $4.85 million on
total operating revenues of $122.41 million for the same quarter a
year earlier.

For the nine months ended Dec. 31, 2005, the company had a net
loss of $34.02 million on total operating revenues of
$372.69 million, as compared with a net loss of $5.64 million on
total operating revenues of $377.52 million for the same period a
year earlier.

At Dec. 31, 2005, the company listed $1.41 billion in total
assets, $1.27 billion in total liabilities, and $136.46 million in
total stockholders' equity.  The company had an accumulated
deficit of $145.6 million at Dec. 31, 2005.

The company's December 31 balance sheet showed strained liquidity
with $108.87 million in total current assets available to pay
$154.24 million in total current liabilities.

Full-text copies of the company's third quarter results are
available for free at http://ResearchArchives.com/t/s?1c3e

                 Restatement of Financial Reports

In December 2006, the company was previously granted a waiver,
under which its lenders agreed to extend the delivery date of the
company's amended financial reports for the fiscal quarters
beginning Dec. 30, 2005, through March 15, 2007.  

Based on an evaluation performed by the company's management, a
material weakness existed in the company's internal control over
financial reporting as of March 31, 2005.  It was determined that
the material weakness as of March 31, 2005, was related to the
company's insufficient complement of personnel with a level of
financial reporting expertise that matches with the company's
financial reporting requirements to resolve non-routine or complex
accounting matters.  This material weakness continued to exist as
of Dec. 31, 2005.

On Feb. 8, 2006, board of directors concluded that the company's
previously issued financial statements included or otherwise
summarized in its Annual Report on Form 10-K for the fiscal year
ended March 31, 2005, and its Quarterly Reports on Form 10-Q for
each of the quarters ended June 30, 2005 and Sept. 30, 2005 should
no longer be relied upon.

                      About American Media

Headquartered in Boca Raton, Florida, American Media Operations
Inc., is a publisher of celebrity, health and fitness, and Spanish
language magazines, including Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, and The National Enquirer.  AMI also
owns Distribution Services, Inc.

                           *     *     *

American Media Operations, Inc. carries Moody's Investors
Service's B2 ratings on the company's $60 million Senior Secured
Revolving Credit Facility Due 2012 and $450 million Senior Secured
Term Loan Due 2013.  It also carries Moody's Caa3 ratings on its
$150 million 8.875% Senior Subordinated Notes Due 2011 and
$400 million 10.25% Senior Subordinated Notes Due 2009.


AMERIGROUP CORP: Moody's Rates Proposed $200 Mil. Facility at Ba3
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 senior debt rating to
AMERIGROUP Corporation's proposed senior secured credit facility
consisting of a $150 million synthetic letter of credit and a
$50 million revolving credit facility.

Letters of credit issued under the Synthetic L/C Facility will be
used to facilitate an appeal of the judgment resulting from the
Qui Tam litigation against the company's Illinois subsidiary.  In
conjunction with this rating, Moody's also assigned a Corporate
Family Rating of B1 and Ba1 insurance financial strength ratings
to four of AMERIGROUP's regulated operating subsidiaries:
AMERIGROUP Texas Inc., AMERIGROUP MD Inc., AMERIGROUP FL Inc., and
AMERIGROUP NJ. The outlook on the ratings is stable.

The rating agency said that the company's ratings are driven by
its concentration in the Medicaid market and comparatively low
consolidated NAIC risk-based capital level, offset by its
multi-state presence, relatively stable financial profile and
moderate financial leverage.

Moody's stated that with the issuance of the debt, the adjusted
financial leverage will be approximately 36%.  However,
historically, the company has not operated with significant
amounts of debt and it intends to repay the debt as quickly as
possible.  While the company is sufficiently capitalized to meet
all state requirements, the consolidated risk-based capital ratio
is below 150% of company action level, and is lower than the RBC
levels of peer companies in the sector.

Moody's added that the ratings assume that no criminal charges
will be brought against AMERIGROUP as a result of the Qui Tam
litigation in Illinois and that the company will not be barred
from participation in any state Medicaid offering as a result of
the judgment against the company.

Moody's stated that AMERIGROUP is the largest Medicaid pure play
healthcare company with the number one or two Medicaid market
share position in each of the states in which it currently has a
contract.  The company currently has contracts in nine states and
the District of Columbia.  According to the rating agency, there
are unique risks associated with the Medicaid managed care
business.  First, each of the state contracts needs to be renewed
on a periodic basis, and the loss of any one of these contracts
could have a considerable impact on the revenues and earnings of
AMERIGROUP.

Each contract contains provisions regarding performance and
operational requirements and a failure to meet the requirements in
one state could jeopardize the Medicaid contracts in other states,
as the Medicaid business is very reliant on reputation. Second,
there are concerns with respect to the future level of
reimbursements, as the federal government and the states fall
under budgetary and political pressures.  Finally, the full-risk
nature of the Medicaid business requires AMERIGROUP to bear the
financial risk of managing healthcare costs for this unique
population group within a budget developed several months before
the contract year.

Offsetting these risks, according to the rating agency, are
AMERIGROUP's experience and reputation in the marketplace, and
strong centralized management oversight of the financial and
operational functions of the company.  While AMERIGROUP has been
successful in growing membership organically, acquisitions and
expansions into new states have been a significant factor in the
company's growth, and Moodys' expects that the company will
continue to be active in acquisitions and Medicaid expansions as
opportunities arise in the future.  Moody's commented that
acquisitions and expansions are considered to raise the level of
operational risk in connection with diverting management's focus
and integration issues; however, AMERIGROUP has a proven track
record of success in this area.

The rating agency stated that the ratings could move up if NAIC
RBC rises above 150% of company action level, debt to EBIT is
lowered to below 2x, and EBIT interest coverage is at least 8x.
Moody's also indicated that the rating could be raised if there is
evidence that there are indications that the company is not being
eliminated from future Medicaid bids as a result of this judgment.
However, if there is a loss or impairment of one or more of
AMERIGROUP's Medicaid contracts, EBIT to interest expense falls
below 4x, debt to EBIT increases above 4x, or if net after-tax
margins fall below 2%, then Moody's said the ratings could be
lowered.

These ratings were assigned with a stable outlook:

   * AMERIGROUP Corporation

      -- senior secured debt rating of Ba3; corporate family
         rating of B1;

   * AMERIGROUP Texas, Inc.

      -- insurance financial strength rating of Ba1;

   * AMERIGROUP Maryland, Inc.

      -- insurance financial strength rating of Ba1;

   * AMERIGROUP Florida, Inc.

      -- insurance financial strength rating of Ba1;

   * AMERIGROUP New Jersey, Inc.

      -- insurance financial strength rating of Ba1.

AMERIGROUP Corporation is headquartered in Virginia Beach,
Virginia.  For 2006, total revenue was $2.8 billion with medical
membership of approximately 1.3 million.  As of Dec. 31, 2006, the
company reported shareholders' equity of $769 million.


AMR CORP: Moody's Lifts Corporate Family Rating to B2 from B3
-------------------------------------------------------------
Moody's Investors Service raised the debt ratings of AMR
Corporation and its subsidiaries, including the corporate family
rating, to B2.  Moody's also raised the ratings of most tranches
of AMR's Enhanced Equipment Trust Certificates, affirmed the SGL-2
rating, and increased the Loss Given Default rate to 30-LGD3 on
the secured debt and to 83-LGD5 on the senior unsecured debt.  The
outlook is stable.

"The rating upgrades follow meaningful improvement to the debt
protection metrics of AMR Corp. and American Airlines, Inc.
(jointly "American") after a sustained period of free cash flow
generation, including American's first full year of net profits
since 2000", said George Godlin of Moody's Investors Service.

Moody's anticipates continued gains in profits, as management
works to implement a number of planned cost saving initiatives.
American's long-term debt declined and is not expected to increase
in the near term as the company has no mainline or regional
aircraft delivering until 2013 and the company improved the funded
status of its pension plan in 2006 through excess contributions.
Management efforts are ongoing to strengthen the balance sheet,
and Moody's expects debt to be paid down during 2007 at least
equal to the scheduled debt maturities of $1.35 billion.  American
has amassed a substantial cash position (about $5.2 billion or
approximately 38.7% of gross debt), which is not likely to
diminish over the near term because of a strong revenue
environment.

The company's liquidity rating was affirmed at SGL-2 reflecting
American's compliance with the terms of its financial covenants
and increased borrowing capacity as the company pays down debt and
satisfies pension plan obligations from cash from operations.
Despite the fact that a substantial portion of its assets are
encumbered, American's ratings acknowledge the company's
leadership position in the North American airline industry and its
large unrestricted cash and short-term investments to support
additional secured borrowings.

The rating could be raised further if growth in
internally-generated cash flows is sufficient to sustain EBIT to
interest greater than 2x and retained cash flow to debt greater
than 15%.  Downward pressure on the ratings could occur with an
EBITDA margin lower than 15%, or if debt to EBITDA exceeds 8x or
EBIT to interest expense falls to close to 1x.

Upgrades:

   * AMR Corporation

      -- Probability of Default Rating, Upgraded to B2 from B3

      -- Corporate Family Rating, Upgraded to B2 from B3

      -- Senior Unsecured Convertible Bond, Upgraded to Caa1 from
         Caa2

      -- Senior Unsecured Medium-Term Note Program, Upgraded to
         Caa1 from Caa2

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1
         from Caa2

      -- Senior Unsecured Shelf, Upgraded to Caa1 from Caa2

   * Alliance Airport Authority, Inc.

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * American Airlines 1988-A Grantor Trust

      -- Senior Secured Equipment Trust, Upgraded to B2 from B3

   * American Airlines, Inc.

      -- Senior Secured Bank Credit Facility, Upgraded to Ba3 from
         B1

      -- Senior Secured Enhanced Equipment Trust, Upgraded to a
         range of Ba3 to Baa1 from a range of B1 to Baa3

      -- Senior Secured Equipment Trust, Upgraded to a range of
         Caa1 to Baa1 from a range of Caa2 to Baa2

      -- Senior Secured Regular Bond/Debenture, Upgraded to a
         range of B1 to Ba1 from a range of B2 to Ba2

      -- Senior Secured Shelf, Upgraded to Ba3 from B1

   * Chicago O'Hare International Airport, Illinois

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Dallas-Fort Worth Intl. Airport Facility Imp. Corp.

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Secured Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Dallas-Fort Worth Texas, Regional Airport

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * New Jersey Economic Development Authority

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * New York City Industrial Development Agcy, New York

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Puerto Rico Ports Authority

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Raleigh-Durham Airport Authority, North Carolina

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

   * Regional Airports Improvement Corporation, California

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

   * Tulsa Oklahoma, Municipal Airport Trust

      -- Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Secured Revenue Bonds, Upgraded to Caa1 from Caa2

      -- Senior Unsecured Revenue Bonds, Upgraded to Caa1 from
         Caa2

American, based in Fort Worth, Texas, operates the largest
scheduled passenger airline in the world with service throughout
North America, the Caribbean, Latin America, Europe and Asia.


AMTROL INC: Seeks July 16 Extension of Lease Decision Period
------------------------------------------------------------
Amtrol Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for a July 16, 2007,
extension of the period within which they can assume, assume and
assign, or reject unexpired leases of nonresidential real
property.

The Debtors' lease decision period expires on April 17, 2007.

The Debtors tell the Court that without the extension of the lease
decision period, they are at risk of:

   a) assuming unexpired leases that may later prove to be
      burdensome, thus creating potential  adminstrative claims;
      or

   b) rejecting unexpired leases that they may later discover are
      critical to their businesses.

The Debtors assure the Court that the requested extension
does not prejudice the landlord parties because each lessor has
received and will continue to receive all of the payments
available to the lessors under the Bankruptcy Code.

The Court is set to decide on the matter on April 11, 2007.

Objections, if any, to the motion are due on April 4, 2007.

                            Plan Update

The Court is set to consider approval of the disclosure statement
describing the plan of reorganization co-proposed by Amtrol Inc.
and the Official Committee of Unsecured Creditors on April 11,
2007.

As reported in the Troubled Company Reporter on Mar. 8, 2007,
Amtrol anticipates that the requisite number and amount of
its Senior Subordinated Notes will vote in favor of the Plan and,
pursuant to the Plan, the Notes will be exchanged for
substantially all of the equity in the reorganized company,
thereby reducing the company's debt by approximately 40% and
greatly improving its long-term financial stability.  The Plan
provides for all pre-filing trade liabilities to be paid in full.

The company's domestic operations are being financed under Chapter
11 with a $115 million debtor-in-possession facility provided by
Barclays Capital, the investment banking division of Barclays Bank
PLC.  The company has received a number of commitments to repay
the DIP facility with long-term, low-cost financing as it
completes the reorganization.  The company anticipates that the
reorganization will result in a reduction in total annual interest
cost of more than 50%.

AMTROL has continued to operate in the normal course of business
and has experienced no disruptions during the Chapter 11
reorganization process.  All of the company's manufacturing and
distribution facilities remain open and are continuing to serve
customers.  The company also continues to honor all commitments to
its customers, including warranties and the payment of sales
rebates, pay all wages and benefits to employees and independent
sales representatives and pay suppliers for goods and services
provided under Chapter 11, all in the normal course.  The
company's foreign operations are not involved in the
reorganization.

The company expects to complete the reorganization and emerge from
Chapter 11 in the second quarter of this year.

The Debtors' exclusive period to file a chapter 11 reorganization
plan expires on April 17, 2007.

                         About Amtrol Inc.

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage   
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtors' financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.


AMTROL INC: Has Until June 18 to Remove Prepetition Civil Actions
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Amtrol Inc. and its debtor-affiliates until June 18, 2007,
to file notices of removal with respect to prepetition civil
actions.

In addition, the Court authorized the Debtors to file notices of
removal with respect to postpetition civil actions until the later
of:

   1) June 18, 2007; or

   2) the shorter of 30 days after receipt of a copy
      of the initial pleading stating the claim or cause of
      action sought to be removed, or 30 days after receipt
      of the summons if the initial pleading has been filed
      with the court but not served with the summons.

The Court notes that the order is without prejudice to the
Debtors' right to seek further extension of the removal period.

Since their bankruptcy filing, the Debtors have devoted most of
their time to transition into chapter 11 and establish a bar date
for claims against their estates.  The Debtors are also preparing
their schedules of assets and liabilities and statements of
financial affairs.  The Debtors have not had the time to determine
if a Notice of Removal of any action would benefit their estates
and creditors.

The Debtors want more time to make fully informed decisions
concerning the removal of any civil actions.

                            Plan Update

The Court is set to consider approval of the disclosure statement
describing the plan of reorganization co-proposed by AMTROL Inc.
and the Official Committee of Unsecured Creditors on April 11,
2007.

As reported in the Troubled Company Reporter on Mar. 8, 2007,
AMTROL anticipates that the requisite number and amount of
its Senior Subordinated Notes will vote in favor of the Plan and,
pursuant to the Plan, the Notes will be exchanged for
substantially all of the equity in the reorganized company,
thereby reducing the company's debt by approximately 40% and
greatly improving its long-term financial stability.  The Plan
provides for all pre-filing trade liabilities to be paid in full.

The company's domestic operations are being financed under Chapter
11 with a $115 million debtor-in-possession facility provided by
Barclays Capital, the investment banking division of Barclays Bank
PLC.  The company has received a number of commitments to repay
the DIP facility with long-term, low-cost financing as it
completes the reorganization.  The company anticipates that the
reorganization will result in a reduction in total annual interest
cost of more than 50%.

AMTROL has continued to operate in the normal course of business
and has experienced no disruptions during the Chapter 11
reorganization process.  All of the company's manufacturing and
distribution facilities remain open and are continuing to serve
customers.  The company also continues to honor all commitments to
its customers, including warranties and the payment of sales
rebates, pay all wages and benefits to employees and independent
sales representatives and pay suppliers for goods and services
provided under Chapter 11, all in the normal course.  The
company's foreign operations are not involved in the
reorganization.

The company expects to complete the reorganization and emerge from
Chapter 11 in the second quarter of this year.

The Debtors' exclusive period to file a chapter 11 reorganization
plan expires on April 17, 2007.

                         About Amtrol Inc.

Headquartered in West Warwick, Rhode Island, Amtrol Inc. --
http://www.amtrol.com/-- manufactures and markets water storage   
and pressure control products, water heaters and cylinders.  The
company's major products include pressure tanks used in well
water, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders.

The company and three of its affiliates filed for chapter 11
protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No.
06-11446).  Douglas Gray, Esq., Stuart J. Brown, Esq., and William
E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP,
represent the Debtors.  The Debtors' financial advisor is Miller
Buckfire & Co., LLC.  Kara Hammond Coyle, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Official Committee of Unsecured Creditors.  As of Apr. 1,
2006, the Debtors' consolidated financial condition showed
$229,270,000 in total assets and $235,802,000 in total debts.


APW ENCLOSURE: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
the case of APW Enclosure Systems Inc. from a Chapter 11
reorganization to a chapter 7 liquidation, Bill Rochelle of
Bloomberg News reports.

Andrew R. Vara was appointed as Chapter 7 Trustee.

According to Bloomberg, APW sought the conversion of its case
because it had not generated an annual profit since 2002.  

Headquartered in Anaheim, California, APW Enclosure Systems Inc.
designed, manufactured, and integrated electronic enclosures,
racks, chassis, backplanes, power supplies, thermal management
products and related services for the computer, networking,
medical, telecom, semiconductor and embedded computer device
industries.  The company filed for chapter 11 protection on
Dec. 4, 2006 (Bankr. D. Del. Case No. 06-11378).  

Christopher Martin Winter, Esq., Frederick Brian Rosner, Esq., and
Frederick Brian Rosner, Esq., at Duane Morris LLP represented the
Debtor in its restructuring efforts.  Lawyers at Ashby & Geddes
P.A. represent the Official Committee of Unsecured Creditors.  
When the Debtor sought protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.


ARROW ELECTRONICS: Moody's Holds Rating on Preferred Stock at Ba2
-----------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior long-term debt
rating of Arrow Electronics, Inc. and revised the outlook to
positive from stable.

"The positive outlook reflects our expectation that Arrow's
operating performance will continue to benefit from the secular
outsourcing trend underway in the semiconductor space, favorable
product mix, an expanded line card from recent acquisitions and
increasing geographic diversity that collectively support
operating margins above 4%," according to Moody's Vice President &
Senior Analyst Gregory Fraser, CFA.

"The positive outlook also considers realized operating efficiency
improvements that have resulted in sustained operating margin and
ROA expansion, improved credit protection measures, higher gross
cash flow levels and an enhanced business model that has the
propensity to deliver operating margin stability and consistent
levels of positive free cash flow especially during periods of
industry weakness," Fraser added.

Standard & Poor's expects Arrow to continue to maintain focused on
balance sheet de-leveraging via free cash flow generation targeted
towards debt reduction and/or higher operating cash flow.

The outlook revision also recognizes the company's improved
operating leverage and enhanced market position as the leading
distributor of enterprise product solutions for both IBM and
Hewlett-Packard following the planned acquisition of the Agilysys
KeyLink Systems Group.  It is Moody's understanding that the
$485 million KeyLink acquisition will be funded through a
combination of debt and cash.  Although debt will increase, the
purchase is not expected to materially weaken Arrow's credit
protection measures and internal liquidity given the additive cash
flow from KeyLink.  The positive outlook considers the company's
de-leveraging track record and reflects Moody's expectations that
free cash flow will be used to reduce debt incurred for the
KeyLink acquisition with leverage migrating to a range of 1.6x to
2.2x.

Affirmed:

   -- Senior unsecured debt at Baa3
   -- senior unsecured stock at Baa3
   -- senior subordinated stock at Ba1
   -- senior preferred stock at Ba2

Arrow Electronics, Inc., headquartered in Melville, New York, is
one of the world's largest distributors of electronic components
and computer products to industrial and commercial customers.
Revenues and EBITDA for the twelve months ended Dec. 31, 2006,
were $13.6 billion and $720 million, respectively.


AUTOMATED BUSINESS: Case Summary & Eight Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Automated Business Systems & Services, Inc.
        4500 Forbes Boulevard, Suite 120
        Lanham, MD 20706

Bankruptcy Case No.: 07-12827

Type of Business: The Debtor provides networking, communication,
                  and web content products and services.
                  See http://www.abssinc.com/

Chapter 11 Petition Date: March 27, 2007

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Judy Nicks, Esq.
                  9344 Lanham-Severn Road, Suite 214
                  Lanham, MD 20706
                  Tel: (301) 577-5758

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Acacia Federal Savings Bank        Trade Debt          $5,500,000
c/o Ober Kaler Grimers & Shriver
120 East Baltimore Street
Baltimore, MD 21202

IRS-Department of Treasury         Taxes                 $650,000
31 Hopkins Plaza
Baltimore, MD 21201

Comptroller of Maryland            Taxes                 $275,000
Revenue Administration Division
Annapolis, MD 21411

Harbor Bank of Maryland            Bank Loan             $220,000

RMP Associates                     Trade Debt            $200,000

Bank of America                    Bank Loan              $30,991

Randstad N.A.                      Trade Debt             $10,450

Chevy Chase Bank                   Trade Debt              $5,128


BANGPHAXAY CONSTRUCTION: Case Summary & Two Largest Creditors
-------------------------------------------------------------
Debtor: Bangphaxay Construction
        dba Bangphaxay Plumbing
        dba Bangphaxay Electric
        dba R & B Plumbing
        124 Blue Ribbon Trail
        Christiana, TN 37037

Bankruptcy Case No.: 07-02154

Chapter 11 Petition Date: March 28, 2007

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices of Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $1,585,000

Total Debts:    $754,200

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Canceled Check         $31,000
P.O. Box 21126
Philadelphia, PA 19114

Rutherford Bank & TR             Overdraft Checking        $200
P.O. Box 1120
Greeneville, TN 37744


BARTS INNS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Barts Inns, LLC
        dba The NuWray Inn
        4 Hollyberry Woods
        Clover, SC 29710

Bankruptcy Case No.: 07-30653

Type of Business: The Debtor has been operating the NuWray Inn
                  since 1833.  See http://www.nuwrayinn.com/

Chapter 11 Petition Date: March 27, 2007

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
NC Department of Revenue         Sales Tax 2006           $22,886
P.O. Box 1168
Raleigh, NC 27602

Institution Food House           Open Account              $8,444
P.O. Box 2947
Hickory, NC 28603

SYSCO Food Services of           Open Account              $8,066
Charlotte LLC
P.O. Box 96
Concord, NC 28026-0096

Foodman Hunter & Karres PLLC     Legal Services            $6,955

Sams Oil                         Open Account              $2,181

Blossman Gas                     Gas                       $1,320

Verizon South                    Wireless Phone              $691

French Broad Electric            Utility Service             $350
Membership Corp.

Town of Burnsville               Water/Sewer                 $125

Charter Communications           Cable Services               $84

Pepsi-Cola Bottling Company      Open Account                 $45

Advantage-NC                     Web site                     $36
                                 maintenance
                                 contract

GDS - Spruce Pine                Trash Collection             $11


BEAZER HOMES: FBI Conducting Investigation on Lending Practices
---------------------------------------------------------------
Home builder Beazer Homes USA Inc. confirmed federal officials
were conducting an inquiry into its mortgage-lending business, the
Wall Street Journal reports.

The company's executive however say that the investigation was
merely a request for documents and that the company is cooperating
adding that there are no allegations of wrongdoing.

WSJ relates that the Federal Bureau of Investigation had earlier
said it was conducting a joint investigation with the Department
of Housing and Urban Development and the Internal Revenue Service  
on the mortgage-lending practices of Beazer Homes.

According to WSJ, the probe also comes at a time when mortgage
lenders have come under scrutiny by regulators due to a rise on
defaults on subprime loans to borrowers with sketchy credit
histories.

                  Charlotte Observer Allegations

WSJ says that the company was recently a subject of a series of
stories from the Charlotte Observer who disclosed allegations of
lending practices and unusually high foreclosure rates in some of
Beazer Home's North Carolina developments.

Though the company did not confirm if it was indeed the target of
investigations, it however said that it had conducted its own
internal investigations but didn't find any evidence to support
the Observer's allegations.

                        About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Moody's Investors Service affirmed Beazer Homes USA Inc.'s Ba1
corporate family rating and Ba1 ratings on the company's senior
notes.  Moody's said the ratings outlook was changed to negative
from stable.


BEAZER HOMES: CFO James O'Leary Resigns to Join Kaydon
------------------------------------------------------
Beazer Homes USA, Inc., disclosed that James O'Leary, the
company's executive vice president and chief financial officer,
had resigned effective March 23, 2007.  Mr. O'Leary is leaving the
company to become president and chief executive officer of Kaydon
Corp., where he has been a member of the Board of Directors since
2005.

Until a replacement is named, all corporate functions previously
reporting to Mr. O'Leary will report directly to President and
Chief Executive Officer, Ian J. McCarthy.  To assist with the
transition, Mr. O'Leary has agreed to be available to the company
on an advisory basis until May 1, 2007.

"Jim has played a significant role in Beazer Homes' success over
the past five years and has been instrumental in numerous
corporate initiatives aimed at profitable growth and maximizing
shareholder value," Mr. McCarthy said.  

"While we will miss him and his broad business and financial
experience, this is an excellent move for Jim, and one for which
he is well-suited.  We wish him all the best as he moves on to
this new opportunity," Mr. McCarthy added.

"I am extremely excited about the opportunities that lie ahead in
assuming the leadership of Kaydon," Mr. O'Leary said.  "However,
the decision to leave Beazer Homes has been an extremely difficult
one.  I appreciate the opportunities and experience Ian, Brian
Beazer and our Board of Directors have provided for me.  I am also
extremely grateful for the hard work and loyalty exhibited over
the past five years by my many friends and coworkers at Beazer
Homes, who will continue to make significant contributions to the
success of the Company."

Mr. O'Leary joined Beazer Homes in 2002 as Executive Vice
President responsible for corporate development and supply chain
and national purchasing initiatives, and was appointed Chief
Financial Officer in 2003.  Beforejoining Beazer Homes, he was
Chairman and Chief Executive Officer of the LCA Group, Inc., a
global lighting subsidiary of U.S. Industries.

                        About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA, Inc., (NYSE: BZH) --
http://www.beazer.com/-- is one of the country's ten largest
single-family homebuilders with operations in Arizona, California,
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,
Mississippi, Nevada, New Jersey, New Mexico, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,
Virginia and West Virginia and also provides mortgage origination
and title services to its homebuyers.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Moody's Investors Service affirmed Beazer Homes USA Inc.'s Ba1
corporate family rating and Ba1 ratings on the company's senior
notes.  Moody's said the ratings outlook was changed to negative
from stable.


BEAZER HOMES: Low Earnings Expectation Cues S&P's Negative Outlook  
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Beazer
Homes USA Inc. to negative from stable.  At the same time, the
'BB' corporate credit rating and the 'BB' ratings on $1.6 billion
of senior unsecured notes were affirmed.

"The outlook revision reflects our expectation for sharply lower
earnings in 2007, which raises the potential that coverage
measures could fall below covenanted levels governing the
company's unsecured line of credit," explained Standard & Poor's
credit analyst George Skoufis.

"Should rising foreclosures and tightening credit standards
further pressure sales of Beazer's more narrowly targeted product
and materially erode coverage measures, we will lower the
ratings."

The outlook revision does not reflect Standard & Poor's opinion on
the validity of a possible federal investigation into the
company's mortgage subsidiary, but it acknowledges potential
distractions that may arise related to this matter.  Despite
challenging market conditions, the ratings remain supported at
this time by positive cash flow generation and management's focus
on strengthening the balance sheet.

The negative outlook anticipates weaker near-term earnings as a
consequence of the housing downturn, along with the likely need to
modify EBITDA-based bank loan covenants.  If coverage measures
weaken materially, Standard & Poor's will lower the rating.
Positive ratings momentum is precluded at this time by the
prospect for a prolonged recovery in the nation's housing market.


BELL MICROPRODUCTS: Receives Another Nasdaq Delisting Notice
------------------------------------------------------------
Bell Microproducts Inc. has received a Nasdaq Staff Determination
notice because the company did not file its Annual Report 10-K
for the period ended December 31, 2006.  The Nasdaq Listing and
Hearing Review Council expects a response to why the company
failed to file its annual report.

As reported, Nasdaq initially informed the Company in a notice
dated Nov. 14, 2006, that its securities will be delisted due to
delay in filing of its Quarterly Report for the period ended Sept.
30, 2006.

Nasdaq Listing Qualifications Panel extended until May 22, 2007,
the company's request for continued listing.

The company said that it will file its Annual Report, as well as
its Quarterly Report, as soon as practicable.

                     About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts, Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an   
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2007,
Holders of $109,475,000 aggregate principal amount of the
outstanding 3-3/4% Convertible Subordinated Notes have consented
to a waiver of defaults arising from the failure to file all
reports and other information and documents which it is required
to file with the SEC and the trustee.

Further, these holders have agreed to amend the indenture to
eliminate any provision that would trigger a default for the
failure to file or deliver any reports required to be filed with
the SEC or the trustee, and to add a provision for a special
interest payment to holders of Notes if an eligible tender offer
for the outstanding Notes is not completed prior to Feb. 1, 2007.


BELLE MARMICK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Belle Marmick, Inc.
        dba Amigos Flooring
        dba Amigos Flooring Super Warehouse
        dba Amigos Flooring Monster
        dba Amigos Carpet Seconds
        13406 Saticoy Street,
        North Hollywood, CA 91605

Bankruptcy Case No.: 07-10887

Type of Business: The Debtor is a retail flooring & carpeting
                  liquidator.  See http://www.amigosflooring.com/

Chapter 11 Petition Date: March 22, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Steven M. Spector, Esq.
                  Jeffer, Mangels, Butler & Marmaro, L.L.P.
                  1900 Avenue Of The Stars, 7th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080

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
   ------                        ---------------   ------------
Neo-Tech                         trade debt            $232,551
12810 East Florence Ave.
Santa Fe Springs, CA 90670

Cintek System, Inc.              trade debt            $195,697
c/o SulmeryerKupetz
333 South Hope Street,
35th Floor
Los Angeles, CA 90071-1406

Circuit City Stores, Inc.        trade debt            $181,522

Balterio U.S., Inc.              trade debt            $147,103

Lamipro                          trade debt            $136,715

Rye Canyon Gateway Plaza LLC     trade debt            $101,107

6400 Warner Atrium, L.P.         trade debt            $100,282

CBS Infinity/KTWV-FM             trade debt             $99,729

LODGI North America, Inc.        trade debt             $91,286

Ace Bapaz                        trade debt             $75,579

L.A. Times                       trade debt             $71,523

Daily News Los Angeles           trade debt             $65,404

KFRG-FM                          trade debt             $64,617

The Press-Enterprise             trade debt             $62,530

Diamond W Floor Covering         trade debt             $59,086

CIT Group                        trade debt             $57,895

Shaw Industries                  trade debt             $57,518

Old Master Products              trade debt             $57,501

KRTH-FM                          trade debt             $56,627

Advo, Inc.                       trade debt             $56,539


BLOCKBUSTER INC: Good Performance Cues S&P's Ratings' Upgrade
-------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on
Dallas-based Blockbuster Inc. to 'B' from 'B-'.  This action
reflects the improved operating performance and improved credit
protection metrics for the company.

At the same time, Standard & Poor's raised the recovery rating on
the bank facility to '3' from '5', indicating the expectation for
meaningful recovery of principal in the event of payment default.
Standard & Poor's affirmed the stable outlook.

The ratings reflect its participation in the declining video
rental industry, extremely competitive home entertainment market,
operational challenges as the company diversifies its distribution
channels, dependence on decisions made by the movie studios, and
highly leveraged capital structure.

"Cash flow protection measures have strengthened and are adequate
for the rating category," said Standard & Poor's credit analyst
David Kuntz, "but Blockbuster will be challenged to increase movie
rental sales, given the industry's weak fundamentals and strong
competition."


BORALEX INVESTMENT: S&P Withdraws B+ Preliminary Term Loan Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' preliminary
rating on Boralex Investment L.P.'s term loan.  The rating, which
was assigned in October 2006, was withdrawn because the
transaction has not closed.


BOWNE & CO: Incurs Net Loss of $1.8 Million in Year Ended Dec. 31
-----------------------------------------------------------------
Bowne & Co. Inc. reported a net loss of $1.8 million on revenue of  
$832.2 million for the year ended Dec. 31, 2006, compared with a
net loss of $604,000 on revenue of $666.9 million for the year
ended Dec. 31, 2005.  Income from continuing operations was
$12.1 million in 2006, as compared to a loss from continuing
operations of $123,000 in 2005.

For the fourth quarter of 2006, revenue increased 21.7% to
$191.1 million from revenue of $157 million in the same period in
2005.  Net income was $2.2 million in the fourth quarter of 2006,
compared with a net loss of $7.9 million for the same period in
2005.  Income from continuing operations was $142,000 in the
fourth quarter of 2006, versus a loss from continuing operations
of $7.1 million in the fourth quarter of 2005.

"These results in 2006 reflect a year of significant
accomplishment for Bowne -- a year of strong operating results and
tangible, sustainable progress in reshaping the company to further
strengthen our leadership position," said Bowne chairman,
president and chief executive officer David J. Shea.  "Our
clients' needs have evolved, and so have we.  Over the past few
years, we've introduced new technology based products and
services, such as Bowne Virtual Dataroom (TM), Pure
Compliance(TM), FundAlign(TM), 8-K Express(TM) and XBRL expertise,
to enable our clients to more effectively communicate with their
shareholders and clients.  To better reflect the full range of our
value-added services, we are re-branding our Financial Print
business as Financial Communications."

                     Discontinued Operations

Loss from discontinued operations, net of tax, was $13.8 million
in 2006.  This includes: a $2.3 million loss on the sale of
DecisionQuest in September 2006, a $5.1 million charge for the
costs associated with exiting the leased facilities of
DecisionQuest and Bowne Business Solutions, a $6.1 million gain on
the sale of CaseSoft, and a $10.6 million goodwill impairment
charge related to DecisionQuest.  This compares with a net loss
from discontinued operations of $481,000 in 2005.

The company reported income from discontinued operations of
$2.1 million in the fourth quarter of 2006, primarily the result
of an increase in the estimated tax benefit from the DecisionQuest
sale.  This compares to a loss from discontinued operations of
$815,000 in the 2005 fourth quarter.

For the year ended Dec. 31, 2006, cash and marketable securities
declined $101.7 million.  This decline includes the funding of
$68.6 million in stock repurchases, $32.9 million for acquisitions
and $28.7 million in capital expenditures (including $5.6 million
related to the integration of the Vestcom acquisition,
$3.3 million related to the relocation of the London facility and
$2.7 million related to the 55 Water Street facility).

The company had no borrowings outstanding under its $150 million
five-year senior, unsecured revolving credit facility as of
Dec. 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed
$515.4 million in total assets, $278.7 million in total
liabilities, and $236.7 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?1c46

                      About Bowne & Co. Inc.

Based in New York City, Bowne & Co. Inc. (NYSE: BNE)
-- http://www.bowne.com/-- is a printing company, which   
specializes in financial documents such as prospectuses, annual
and interim reports, and other paperwork required by the SEC.
Bowne also handles electronic filings via the SEC's EDGAR system
and provides electronic distribution and high-volume mailing
services.  The financial printing business accounts for the bulk
of the company's sales.  Bowne also offers marketing and business
communications services and litigation support software.  The
cCompany has 3,200 employees in 60 offices around the globe.

                          *   *   *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Moody's Investors Service affirmed the Ba3 corporate family
rating, Ba3 probability of default rating and B2 Convertible
Subordinated Notes Rating, LGD5, 87% of Bowne & Co. Inc.  The
outlook remains positive.


BRESNAN COMMS: Moody's Affirms Junk Rating on Second Lien Loan
--------------------------------------------------------------
Moody's affirmed Bresnan Communications, LLC's B2 corporate family
rating, B2 probability of default rating and stable outlook,
following the company's proposed redemption of approximately
$240 million of preferred equity financed by an increase in the
first lien loan.

In addition, Moody's downgraded the company's first lien loan
rating to B2 from B1 and affirmed its second lien loan rating Caa1
in line with Moody's Loss Given Default Methodology and due to the
significant increase in the first lien debt relative to its
overall capitalization.  

As a result of the transaction, the company's leverage is expected
to increase to 7.3x debt-to-EBITDA as of year end 2006 and
incorporating standard Moody's adjustments; however, Moody's
expects that the company will de-lever to below 7 times by the end
of 2007, as Bresnan's revenues and EBITDA are likely to continue
to grow given the increasing penetration of advanced services.

The B2 corporate family rating incorporates Bresnan's substantial
financial risk, including high leverage, weak fixed charge
coverage and negative free cash flow.  In addition, lack of scale
and weak EBITDA margins relative to its incumbent cable peers
constrain the rating.  Potential for expanding revenues and EBITDA
through penetration of advanced services, the more benign RBOC
competitive environment in Bresnan's footprint relative to most
incumbent cable peers, attractive market for cable assets, and the
benefits garnered through Comcast Corporation's interest in
Bresnan, however, support the rating.

Affirm:

   -- Corporate Family Rating B2
   -- Probability of Default Rating B2
   -- Outlook Stable
   -- Second Lien Loan Rating Caa1, LGD6, 94%

Downgrade:

   -- First Lien Credit Facility downgraded to B2, LGD3, 44% from
      B1

Bresnan Communications, LLC is a broadband communications company
serving over 300,000 customers across Colorado, Montana, Wyoming,
and Utah.  The company's revenue was approximately $292 million in
2006.


CAMPMED CASUALTY: A.M. Best Holds B Financial Strength Rating
-------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of C (Weak)
and an issuer credit rating of "ccc" to Health Facilities
Insurance Corporation, Ltd. of Hamilton, Bermuda.

Concurrently, A.M. Best has affirmed the FSR of B (Fair) and
assigned an ICR of "bb" to Campmed Casualty & Indemnity Company,
Inc. of Maryland of Brunswick, Maryland, an affiliate of HFIC.  
The outlook for all ratings is stable.

The ratings assigned to HFIC reflect the company's weak
capitalization exhibited by its highly elevated underwriting
leverage measures, significant risk tolerance (relative to
capital) and limited business scope, which is solely dependent on
CampMed as its sole source of revenue.

HFIC acts solely as a reinsurer of CampMed and provides quota
share coverage of 25% on a $500,000 limit.  HFIC also has 29%
participation on excess of loss coverage, the first layer being
$500,000 excess, $500,000 with a $3 million annual reinsured limit
on policies with $500,000 limits, and the second layer being
$1 million excess, $1 million with a $2 million annual reinsured
limit on policies with $1 million limits.

As a reinsurer of CampMed, HFIC's operating results have been
favorable.  However, surplus generation has been minimized by the
establishment of contingency reserves and return of capital to the
parent holding company.  HFIC's rating outlook assumes no material
changes to the company's business strategy, operating earnings and
capitalization.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


CAROLINA CARE: A.M. Best Says Financial Strength is Weak
--------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C
(Weak) from C++ (Marginal) and assigned an issuer credit rating of
"ccc" to Carolina Care Plan, Inc. of Columbia, South Carolina.  
The outlook for both ratings is negative.

The FSR downgrade is due to Carolina Care's greater than expected
deterioration of its financial condition for full year 2006.  
Carolina Care reported a statutory net loss of $14.5 million.  
This drop in earnings translates into a substantial decline in the
organization's capital and surplus to an extremely low level.

A.M. Best is concerned about Carolina Care's ability to sustain
any additional losses.  In addition, Carolina Care has limited
access to additional capital, putting further pressure on the
company's capital position.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


CENTERSTAGING CORP: Dec. 31 Balance Sheet Upside-Down by $9.6 Mil.
------------------------------------------------------------------
CenterStaging Corp.'s balance sheet at Dec. 31, 2006, showed
$6,973,041 in total assets, $16,021,743 in total liabilities, and
$604,662 in minority interests, resulting in a $9,653,364
stockholders' deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $878,715 in total assets available to pay $9,813,219 in total
current liabilities.

For the fiscal second quarter ended Dec. 31, 2006, the company
reported a $3,743,876 net loss on $1,741,626 of revenues, compared
with a $2,801,037 net loss on $1,559,792 of revenues in the prior
year period.

The company said the increase in revenues was due to increased
production services, studio and equipment rentals.

Full-text copies of the company's fiscal second quarter financials
are available for free at http://ResearchArchives.com/t/s?1c4f

                        Sale of Securities

Pursuant to a securities purchase agreement entered into on
Jan. 16, 2007, the company issued to two institutional investors
in a private placement for a total purchase price of $3,000,000
and net proceeds of $2,690,000:

   (i) 10% Convertible Debentures due Dec. 31, 2008, in the
       principal amount of $3,000,000, and

  (ii) warrants to purchase 3,000,000 shares of the company's
       common stock for $1.10 per share.

Of the net proceeds of the offering, the company may use
$1,200,000 to pay debt (provided that no more than $500,000 can be
used to pay debt held by affiliates of the company) with the
balance for working capital.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Stonefield Josephson expressed substantial doubt about
CenterStaging Corp, fka Knight Fuller, Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended June 30, 2006.  The auditor pointed
to the company's substantial net losses and stockholders' deficit.

                        About CenterStaging

Based in Burbank, Calif., CenterStaging Corp. is the parent
company of CenterStaging Musical Productions, Inc., and its
division rehearsals.com.  The company provides production and
support services for live musical performances at major televised
award shows like Academy Awards, GRAMMY Awards, Super Bowl
halftime show and presidential inaugurations; rents its studio
facilities to musicians for rehearsal, production and recording;
and rents musical instruments and related equipment for use at its
studios and other venues.  The company owns CenterStaging Burbank
is a 150,000 sq. foot facility located near Bob Hope Airport in
Burbank, Calif.  It has a soundstage, 11 studios, editing rooms,
state of the art high-definition broadcast center, thousands of
musical instruments and backline equipment.


CHEMED CORP: Deleveraging Prompts S&P's Positive Outlook
--------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Cincinnati, Ohio-based hospice and plumbing/drain-cleaning
services provider Chemed Corp. to positive, from stable, and
affirmed its existing ratings on Chemed, including the 'BB-'
corporate credit rating.

"The outlook revision reflects the fact that Chemed has
meaningfully deleveraged over the past year, through both earnings
improvements and debt repayment," said Standard & Poor's credit
analyst Alain Pelanne.

The rating continues to overwhelmingly reflect the company's
exposure to third-party reimbursement rate reductions and caps
imposed by Medicare on hospice care providers.  Reimbursement caps
require them to return funds to the government that are in excess
of permissible billings.  

Also, the industries it competes in are highly competitive.  These
concerns are only partially mitigated by Chemed's industry-leading
positions in its two businesses, its ability to generate
significant operating cash flows, and the positive near- and
long-term growth potential for the hospice industry.

Chemed is the industry leader in two disparate business segments:
hospice-care services and plumbing/drain cleaning.  Chemed offers
physician and nursing care, social services, bereavement support,
and other palliative services to approximately 11,000 terminally
ill patients and their families.  The majority of the company's
revenues and EBITDA come from hospice services.  Chemed also
provides plumbing and drain cleaning services under the
Roto-Rooter name to residential and commercial customers.


CHENIERE ENERGY: Completes Public Offering of 13.5 Million Units
----------------------------------------------------------------
Cheniere Energy Inc. completed the initial public offering of
13,500,000 common units representing limited partner interests in
Cheniere Energy Partners L.P. at a price of $21 per common unit.

Cheniere Energy Partners sold 5,054,164 units while Cheniere LNG
Holdings LLC sold 8,445,836 units.  Cheniere LNG granted the
underwriters a 30-day option to purchase up to 2,025,000 common
units to cover over-allotments.

                    About Cheniere Energy Inc.

Based in Houston, Texas, Cheniere Energy, Inc. (AMEX: LNG) --
http://www.cheniere.com/-- operates a network of three,    
100-percent owned, onshore LNG receiving terminals, and related
natural gas pipelines, along the Gulf Coast of the U.S.  The
company is in the early stages of developing a business to market
LNG and natural gas.  To a limited extent, it is also engaged in
oil and natural gas exploration and development activities in the
Gulf of Mexico.  The company operates four business segments, LNG
receiving terminal; natural gas pipeline; LNG and natural gas
marketing; and oil and gas exploration and development.

                           *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy, Inc. and affirmed its 'BB'
rating on the $600 million term B bank loan at Cheniere LNG
Holdings LLC, an indirectly owned, 100% subsidiary of Cheniere
Energy.  The outlook is stable.


CKE RESTAURANTS: Board Approves 50% in Quarterly Cash Dividend
--------------------------------------------------------------
CKE Restaurants Inc.'s Board of Directors declared a first quarter
dividend of $0.06 per share of common stock to its stockholders,
which is to be paid on June 11, 2007.  The company reported that
it had 67,198,004 shares of common stock issued and outstanding as
of March 20, 2007.

"Our Board of Directors' approval of a 50% increase in our
quarterly cash dividend reflects both the Board's and my increased
confidence in the continued financial stability of our Company and
the potential of our future growth plans," Andrew F. Puzder,
president and chief executive officer said.  "Over the past two
years, we have returned more than $102 million to our shareholders
through quarterly cash dividends and share repurchases.  This
dividend increase further underscores our commitment to returning
capital to our stockholders."

On 2007 third quarter, the company, through its subsidiaries, has
3,113 franchised restaurants in 43 states and in 14 countries.

                       About CKE Restaurants

Headquartered in Carpinteria, California, CKE Restaurants Inc.
(NYSE: CKR) -- http://www.ckr.com/-- through its subsidiaries,   
franchisees and licensees, operates some of the most popular U.S.
regional brands in quick-service and fast-casual dining, including
the Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R)
and Green Burrito(R) restaurant brands.


CKE RESTAURANTS: S&P Rates $320 Mil. Secured Credit Facility at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Carpinteria, California-based CKE Restaurants
Inc.  The outlook is stable.
     
At the same time, Standard & Poor's assigned a 'BB' rating to
CKE's $320 million secured revolving credit facility.  The loan is
comprised of a $200 million revolver five-year loan and a
$120 million six-year term loan.  The credit facility is rated
'BB', one notch higher than the corporate credit rating on CKE,
with a recovery rating of '1', indicating the expectation for full
recovery of principal in the event of a payment default.

Proceeds from the loan will be used primarily to refinance the
existing credit facility and for working capital, LOCs, capital
expenditures, and general corporate purposes.

"Improved operating performance at both concepts," said Standard &
Poor's credit analyst Diane Shand, "together with a healthier
balance sheet, should offer rating stability and provide the
company with the flexibility to continue to reinvest in its
brands."


CNA FINANCIAL: S&P Assigns BB Rating on Preferred Stock
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior debt rating, 'BB+' subordinated debt rating, and 'BB'
preferred stock rating to CNA Financial Corp.'s recently filed
universal shelf registration.

CNA has no immediate plans to issue securities under this shelf.
However, the shelf gives the company the flexibility to issue new
debt or equity securities to meet its capital needs, including the
replacement of existing notes as they come due.  The company has
no debt maturing in 2007.

About $2.16 billion of total debt was outstanding at CNA as of
Dec. 31, 2006, up from $1.7 billion at year-end 2005.
On Aug. 8, 2006, the company issued $750 million of senior notes.
CNA used part of the proceeds to repay $250 million of senior
notes that matured on Nov. 15, 2006.  Debt leverage as of
Dec. 31, 2006, was 18.8%, up from 16.5% at Dec. 31, 2005.

Financial leverage improved to a conservative 19.0% on
Dec. 31, 2006, from 23.8% at year-end 2005.  The company redeemed
its $750 million, 8% Series H preferred stock held by Loews Corp.,
which owns 89% of CNA's common stock.

"The terms of the preferred issue qualified it for treatment as
equity rather than debt under our criteria," noted
Standard & Poor's credit analyst John Iten.

CNA also paid about $243 million of cumulative but undeclared
preferred dividends owed to Loews.

CNA is an insurance holding company, the primary insurance
subsidiary of which is Continental Casualty Co.  CCC in turn owns
a number of other primary property/casualty insurance companies.
CNA has divested most of its life insurance operations and its
reinsurance business and is now focused solely on the commercial
lines market.  The group is the seventh-largest U.S. commercial
lines property/casualty insurer in the U.S. based on 2005
statutory net premiums written.


COMAGRO SE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Comagro Se
        P.O. Box 25009
        San Juan, PR 00928

Bankruptcy Case No.: 07-01591

Chapter 11 Petition Date: March 27, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  Charles Alfred Cuprill, P.S.C.
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets:         $0

Total Debts:  $5,726,959

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Banco Popular                      Credit Line         $2,520,150
P.O. Box 25009
San Juan, PR 00928

BBVA                               Credit Line           $685,000
P.O. Box 36475
San Juan, PR 00936-4745

A&A Engineering Corp.              Electrical Services   $316,604
Suite 216, Edif. La Electronic
Calle Bori #1608
San Juan, PR 00927

AR Camps-Demolition & Others                             $163,498

SM Electrical Contractors, SE                            $156,653

Corporacion Fondo del Seguro                             $145,148
del Estado

Glasstra Aluminum, Inc.                                  $120,469

BBVA                               Credit Line           $111,000

Municipio de Guaynabo                                    $103,191

Gamaire Refrigeracion                                    $100,000

American Agencias Co., Inc.                               $83,441

Internal Revenue Service                                  $79,517

Avanti Kitchens Inc.                                      $69,821

Deya Elevators Service, Inc.                              $67,045

Central Industrial Services, inc.                         $65,847

CDC Global Group                                          $51,985

A.E.E.                             Electrical Services    $51,121

Romandeka                                                 $50,782

Santiago Metal Manufacturing Corp.                        $48,979

Roque Perez Frangia, PE                                   $42,411


COMM 2001: Moody's Junks Rating $11 Million Class H Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes,
downgraded the rating of one class and affirmed the ratings of
eight classes of COMM 2001-J2, Commercial Mortgage Pass-Through
Certificates:

   -- Class A-1, $217,123,226, Fixed, affirmed at Aaa

   -- Class A-1F, $23,146,757, Floating, affirmed at Aaa

   -- Class A-2, $405,000,000, Fixed, affirmed at Aaa

   -- Class A-2F, $420,000,000, Floating, affirmed at Aaa

   -- Class X, Notional, affirmed at Aaa

   -- Class XC, Notional, affirmed at Aaa

   -- Class XP, Notional, affirmed at Aaa

   -- Class B, $91,840,000, Fixed, affirmed at Aaa

   -- Class C, $115,910,000, Fixed, upgraded to Aaa from A2

   -- Class D, $31,636,000, Other Non-Fixed, upgraded to Aaa from
      Baa1

   -- Class E, $27,639,000, Other Non-Fixed, upgraded to A1 from
      Baa3

   -- Class E-CS, $10,000,000, Fixed, upgraded to A1 from Baa3

   -- Class E-IO, Notional, upgraded to A1 from Baa3

   -- Class F, $13,550,000, Other Non-Fixed, upgraded to A2 from
      Ba1

   -- Class G, $33,201,000, Other Non-Fixed, upgraded to Baa2 from
      Ba3

   -- Class H, $11,969,332, Fixed, downgraded to Caa1 from B1

The Certificates are collateralized by 10 fixed rate mortgage
loans secured by 13 properties.  As of the March 16, 2007
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 7.0% to $1.41 billion from
$1.51 billion at securitization as a result of scheduled loan
amortization.

Moody's is upgrading Classes C, D, E, E-CS, E-IO, F and G due to
the defeasance of the AT&T Building Loan at $213.2 million
(15.1%) on March 7, 2007.  The loan, which was previously shadow
rated B2 by Moody's, had been the poorest performing loan in the
pool.  Moody's is downgrading Class H due to unreplenished
interest shortfalls caused by special servicing fees related to a
prior modification of the AT&T Building Loan.

Moody's last comprehensive review of this transaction was in
November 2006.  The performance of the loans has not materially
changed since last review.


COMPLETE RETREATS: Wants Plan-Filing Period Extend to May 31
------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to further extend
the exclusive period for them to:

   (a) file a plan through and including May 31, 2007; and

   (b) solicit votes on that plan through and including July 31,
       2007.

An extension of the Exclusive Periods is justified by the
progress the Debtors have made in their Chapter 11 cases and in
attempting to formulate and develop an exit strategy, Jeffrey K.
Daman, Esq., at Dechert LLP, in Hartford, Connecticut, asserted.

Since filing for bankruptcy, the Debtors have made significant
progress toward stabilizing their business operations, Mr. Daman
averred.  Among others, the Debtors have been successful in
obtaining a replacement DIP financing facility from Ableco
Finance, LLC.  The Debtors have also conducted numerous
depositions and interrogatories on certain employees and other
parties.  Most importantly, Mr. Daman noted, the Debtors have
sought and obtained the Court's approval to sell substantially
all of their assets for $98,000,000 to Ultimate Resort, LLC.

Early this month, the Official Committee of Unsecured Creditors
said that the Global Asset Sale was scheduled to close by
March 16, 2007.

However, Mr. Daman said, the Debtors are still in the process of
attempting to close the Sale.

An extension, Mr. Daman explained, will afford the Debtors time
to:

   (1) close the Sale;

   (2) continue to sell properties not included in the Asset
       Sale; and

   (3) finalize discussions and negotiations with the Creditors
       Committee regarding a consensual liquidating plan of
       reorganization and the appropriate procedure to wind-down
       the Debtors' estates and affairs.

The Debtors are hopeful that they will finalize and file a
consensual reorganization plan prior to May 31, 2007.

"Extending the Exclusive Periods is also warranted because the
Debtors have generally been paying their postpetition debts as
they become due," Mr. Daman told the Court.

Mr. Daman also reminded the Court that the Debtors' cases are
large and complex with more than 60 Debtors, and $130,000,000 in
total consolidated assets and $400,000,000 in total consolidated
debts as of the Petition Date.

A further extension of the Exclusive Periods will not harm the
Debtors' creditors or other parties-in-interest, Mr. Daman
assured the Court.  In light of the complexity of the bankruptcy
cases and the significant issues that must be resolved before a
consensual plan can be finalized, filed, and confirmed, it is
unlikely that the Debtors' creditors or any other party-in-
interest would be in a position to propose a competing plan of
reorganization before May 31, 2007, he said.  "Accordingly, the
Debtors' request will not delay the reorganization process."

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/    
or 215/945-7000).


CONTINENTAL AIRLINES: Moody's Rates Class C Certificates at B1
--------------------------------------------------------------
Moody's Investors Service assigned ratings of Baa1 to the Class A,
Ba2 to the Class B and B1 to the Class C Certificates of the
Continental Airlines Pass Through Certificates, Series 2007-1.
Property of the Trust will be Equipment Notes to be issued by
Continental Airlines, Inc. which will be secured by an interest in
the aircraft being financed by this transaction

The ratings of the Certificates consider the credit quality of
Continental as obligor under the Notes, the value of the aircraft
pledged as security for the Notes, the credit support provided by
the liquidity facilities on the Class A and Class B Certificates,
and the additional structural features of the transaction.

The ratings assigned reflect Moody's opinion of the ability of the
Pass Through Trustees to make timely payment of interest and the
ultimate payment of principal at a date no later than April 2022
for the Class A and B Certificates, which is the final maturity
date.  Moody's also notes that this transaction includes two
features not found in previous Continental EETCs.  The first
feature provides for cross-collateralization of the aircraft
securing the individual notes underlying the transaction, which
enhances the potential recovery for investors in the event of
default.  Second, there is a revised waterfall which, under
certain circumstances could permit the Class C Certificates to
receive interest before the Class A Certificates receive principal
payments.

Any future changes in the underlying credit quality or ratings of
Continental, or material changes in the value of the aircraft
pledged as collateral, or changes in the status of the liquidity
facilities or the credit quality of the liquidity provider for the
benefit of the Class A and Class B Certificates could cause a
change in the ratings assigned.

Proceeds from the sale of the Certificates will be used to
purchase Notes to finance 10 B737-800 and 15 B737-900ER aircraft
scheduled to deliver beginning in January 2008 and ending in
September 2008.  Proceeds from the Certificates will be held in
escrow until aircraft deliveries to Continental actually occur.
Until the aircraft are delivered, the Certificates will be secured
by the cash held in escrow, and the risk of the difference between
the coupon rate on the Certificates and the investment rate on the
cash held in escrow is borne by the Depositary, Credit Suisse, to
which Moody's has assigned a long term unsecured debt rating of
Aa3.

The Certificates issued to finance the aircraft are not
obligations of, nor are they guaranteed by, Continental.  However,
the amounts payable by Continental under the Notes will be
sufficient to pay in full all principal and interest on the
Certificates when due.  The Notes will be secured by a perfected
security interest in the aircraft.  It is the opinion of counsel
to Continental, that the Notes will be entitled to benefits under
Section 1110 of the U.S. Bankruptcy Code.  Under Section 1110 of
the U.S. Bankruptcy Code, if Continental fails to pay its
obligations under the Notes, the collateral trustee has the right
to repossess any aircraft which have been rejected by Continental.
The Class C Certificates rank junior in priority to the Class B
Certificates and the Class B Certificates rank junior to the Class
A Certificates

Interest on the Class A Certificates and Class B Certificates will
be supported by liquidity facilities intended to pay up to three
semi-annual interest payments in the event Continental defaults on
its obligations under the Notes.  The liquidity facilities do not
provide for payments of principal due, nor are the liquidity
facilities available to the Class C Certificates.  The liquidity
provider is RZB Finance LLC, the obligations of which are
guaranteed by Raiffeisen Zentralbank Oesterreich
Aktiengesellschaft which has a Moody's short-term rating of P-1.
The liquidity provider has a priority claim on proceeds from
liquidation ahead of any of the holders of the Certificates and is
also the controlling party following default.

The ratings of all Certificates benefit from the cross
collateralization of the Notes because Moody's believes this
feature potentially enhances recovery in the event of default.  
The structure provides that, in the event all aircraft are sold,
any surplus proceeds are made available to cover shortfalls due
under the Notes related to the sale of any other aircraft.
Importantly, all surplus proceeds are retained until maturity of
the financing or the indentures are cancelled.  Moody's believes
expected recovery is enhanced because of the number of aircraft,
that no single aircraft type comprises a substantial portion of
the equipment pool and that, while there is some correlation
between the values of the aircraft types, there is sufficient
diversity to produce a benefit given cross collateralization.  
This transaction was accorded the maximum rating benefit from the
existence of cross collateralization because of the number of
aircraft and different types of aircraft.

Moody's notes that the waterfall of payments for this transaction
differs from previous Continental EETCs.  The indenture and
intercreditor agreements provide that, under certain
circumstances, the Class C Certificates could receive interest
before the Class A Certificates are repaid principal.  While
beneficial for the Class C Certificates, Moody's does not believe
this revised waterfall provides the same level of certainty for
full payment of interest and, particularly, whether payment is
made on a timely basis as would be the case with a liquidity
facility.  Accordingly, Moody's did not provide any lift to the
ratings for this revised waterfall.

Following a default by Continental, in the case where certain
aircraft are rejected and those aircraft are sold at a loss, the
Class B Certificates and then the Class C Certificates would
receive interest based on the amount recovered through the sale
before the Class A and then Class B receives principal.  The
benefit of this mechanism, in addition to receipt of some cash
payments by the Class C and the Class B Certificates, is to permit
possibly greater recovery for the Class C Certificates from the
operation of the cross collateralization.

While there is some commonality between the 737-800 and 737-900ER
as they are both members of Boeing's 737 family of commercial jet
aircraft, they have different utility.  The 737-800 is one of the
most widely accepted narrow-body aircraft among commercial
airlines, and is generally used for shorter-range flights.  The
737-900ER, a next-generation extended range version of Boeing's
737-900 model, has longer range, more seats and better fuel
efficiency than the -800 model particularly for longer-range
flights.  Production of the 737-900ER has just started and there
are only 33 orders but the utility of the 900ER should broaden its
user base over time as it is a natural replacement aircraft for
certain long range aircraft now in use.

Ratings assigned:

   * Continental Airlines, Inc.'s Enhanced Equipment Trust
     Certificates Series 2007-1

      -- Class A at Baa1
      -- Class B at Ba2
      -- Class C at B1

Continental Airlines, Inc. is headquartered in Houston Texas.


CONTINENTAL AIRLINES: S&P Assigns B+ Rating on Class C Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A'
rating to Continental Airlines Inc.'s series 2007-1 Class A
pass-through certificates, its preliminary 'BBB-' rating to the
Class B certificates, and its preliminary 'B+' rating to the Class
C certificates.

The expected maturity for the Class A and Class B certificates is
April 19, 2022, and the expected maturity for the Class C is April
19, 2014.  The final legal maturities will be 18 months after
the expected maturities for the Class A and Class B certificates
only.  The issues are a drawdown under a Rule 415 shelf
registration.  Final ratings will be assigned upon conclusion of a
legal review of the documentation.

"The preliminary ratings are based on Continental's credit
quality, substantial collateral coverage by desirable aircraft,
and on legal and structural protections available to the
pass-through certificates," said Standard & Poor's credit analyst
Philip Baggaley.

"Proceeds of the offering are being used to acquire 10 B737-800
and 15 B737-900ER aircraft being delivered to Continental this
year and next."

The pass-through certificates are a form of enhanced equipment
trust certificate, and benefit from legal protections afforded
under Section 1110 of the federal bankruptcy code and, in the case
of the Class A and Class B certificates, by liquidity facilities
provided by RZB Finance LLC, guaranteed by Raiffeisen Zentralbank
Oesterreich.  The liquidity facilities are intended to cover up to
three semi-annual interest payments, a period during which
collateral could be repossessed and remarketed following any
default by the airline.  As with other EETCs, the Class A
certificates rank senior to the Class B certificates, which in
turn rank senior to the Class C certificates.

The preliminary ratings apply to a unit consisting of the
certificates and escrow receipts.  The latter represents an
interest in escrow deposits, pending delivery of the aircraft
being financed.  The certificates are secured by 10 B737-800 and
15 B737-900ER aircraft.

The initial loan-to-value of the Class A certificates is 47.4%, of
the Class B certificates 61.3%, and of the Class C certificates
71.9%.  The maximum loan-to-values over the life of the
certificates are slightly higher using the depreciation
assumptions in the offering memorandum.

However, Standard & Poor's uses more conservative depreciation
assumptions, so that the maximum loan-to-value is higher, about
57% for the Class A certificates, 74% for the Class B
certificates, and 77% for the Class C certificates.  The notes
secured by aircraft are cross-collateralized, which is not typical
in a EETC.  This provides some added protection, because a
shortfall in value realized on one repossessed plane could be
offset by better realization on other aircraft.

The 'B' corporate credit rating on Continental Airlines reflects
its participation in the high-risk airline industry and a heavy
debt and lease burden, but also better-than-average operating
performance among its peer large U.S. hub-and-spoke airlines.
Continental, the fourth-largest U.S. airline, serves markets
mainly in the southern and eastern U.S. from hubs at Houston;
Newark, N.J.; and Cleveland, Ohio. International routes serve the
central Pacific, selected Asian destinations, Latin America, and
Europe.


DANA CORP: Selling Hose & Tubing Biz to Orhan Holding for $70MM
---------------------------------------------------------------
Dana Corporation has entered into a stock and asset purchase
agreement for the sale of Dana's non-core fluid products hose and
tubing business to Orhan Holding, A.S., a Turkish industrial firm
and joint venture partner of Dana.

The agreement provides for Orhan and certain of its affiliates to
acquire certain assets of Dana's fluid products hose and tubing
business and the stock of certain Dana affiliates engaged in the
business.  The assets to be sold are located in three plants in
the United States and one each in Mexico and the United Kingdom.  
Dana will also sell its stock in three companies in France,
Slovakia, and Spain and interests in three joint ventures with
Orhan Holdings, which include one operation in France and two in
Turkey.  The operations being sold reported consolidated revenues
of $266 million in 2006.  The aggregate purchase price will be
$70 million, subject to usual closing adjustments, and the buyers
will assume certain liabilities of the business at closing.

Closing of the transaction is subject to the approval of the
United States Bankruptcy Court for the Southern District of New
York, which has jurisdiction over Dana's Chapter 11 reorganization
proceedings; government regulatory approvals; and customary
closing conditions.

As a standard element of the bankruptcy process, Dana has filed a
motion with the Bankruptcy Court seeking approval of procedures
that will provide an opportunity for competitive bids on the hose
and tubing business and the remaining coupled products portion of
the fluid products business before the sale is approved by the
Court.  Dana expects to complete the bidding process and to close
the sale of the entire fluid products business in the second
quarter of 2007.

              Fluid Products Hose & Tubing Business

The fluid products hose and tubing plants and/or assets proposed
to be sold to Orhan are located in: Vitry, France; San Luis
Potosi, Mexico; Dolny Kubin, Slovakia; Barcelona, Spain;
Birmingham, U.K.; and Archbold, Ohio; Paris, Tennessee; and
Rochester Hills, Michigan.  Collectively, the operations
manufacture fuel lines; power-assisted steering products; heating,
ventilation, and air conditioning under body products; engine and
transmission cooling lines; exhaust gas recirculation tubes; and
airbag fill tubes.  These operations employ approximately 1,800
people in seven countries.

Dana announced its intention to sell its fluid products business
in late 2005.  The fluid products business is composed of the
fluid products hose and tubing business involved in the proposed
Orhan sale, as well as the company's coupled products business,
which includes six additional facilities. Dana is also seeking a
buyer for its coupled products assets.

                         About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs  
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.  

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.


DIASYS CORP: Posts $238,481 Net Loss in 2nd Quarter Ended Dec. 31
-----------------------------------------------------------------
DiaSys Corp. reported a net loss of $238,481 on net sales of
$424,994 for the second quarter ended Dec. 31, 2006, compared with
a net loss of $238,880 on net sales of $347,372 for the same
period in 2005.

The increase in net sales was primarily due to the timing of the
orders received by the company.  

At Dec. 31, 2006, the company's balance sheet showed $2,519,254 in
total assets, $1,827,735 in total liabilities, and $691,519 in
total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $626,419 in total current assets, available to pay
$1,827,735 in total current liabilities.

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?1c34

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 5, 2006,
Deloitte & Touche LLP expressed substantial doubt about DiaSys
Corporation's ability to continue as a going concern after
auditing the company's financial statements for the fiscal years
ended June 30, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations, cash used by operating
activities, negative working capital, and accumulated deficit.

                          *     *     *

Headquartered in Waterbury, Connecticut, DiaSys Corporation --
http://www.diasys.com/-- designs, develops, manufactures and   
distributes proprietary medical laboratory equipment, consumables
and infectious disease test-kits to healthcare & veterinary
laboratories worldwide.  The company operates in Europe through
its wholly owned subsidiary based in Wokingham, England and
through distributors in South America.


DRS TECH: Fitch Holds Issuer Default Rating at B+
-------------------------------------------------
Fitch Ratings has affirmed DRS Technologies, Inc. credit ratings:

   -- Issuer Default Rating 'B+';

   -- Senior secured revolving credit facility 'BB+'/'Recovery
      Rating (RR) 1'; and

   -- Senior secured term loan 'BB+/RR1'.

In addition, Fitch has upgraded these ratings:

   -- Senior unsecured notes to 'BB+/RR1' from 'BB/RR2';

   -- Senior unsecured convertible notes to 'BB+/RR1' from
      'BB/RR2';

   -- Senior subordinated notes to 'B/RR5 from 'B-/RR6'.

Approximately $1.9 billion of outstanding debt is affected by
these actions.  The Rating Outlook is Stable.

The ratings are supported by continued high levels of defense
spending, strong organic growth, good free cash flow generation,
DRS' proven ability to increase margins at acquired companies,
expected growth in homeland security spending, and healthy EBITDA
margins.  The ratings also consider the company's diversification
within the defense and homeland security arena, and the alignment
between DRS' products and services and expected Department of
Defense and Homeland Security needs, all of which were aided by
the Engineered Support Services, Inc. acquisition in January 2006.

Concerns center on:

   * future acquisition plans;

   * limited financial flexibility due to high debt levels;

   * potential changes in longer-term priorities in the DoD budget
     due to the recent change in control in Congress and the new
     Secretary of Defense, as well as overall budgetary pressures
     due to the federal budget deficit; and

   * SEC and U.S. Attorney investigations of ESSI.

The ratings and Stable Outlook incorporate expectations for
deployment of free cash flow toward some modest debt reduction in
the current quarter with the expectation that free cash flow in
fiscal 2008 will be utilized for bolt-on acquisitions with any
remainder targeted at debt reduction.  In addition, the Outlook is
based on the expectation of continued strong if moderating base
defense budgets and the continuing benefits of supplemental
budgets.

The changes in the Recovery Ratings were driven by a review of
Fitch's recovery model and by Fitch's expectation that the
$250 million accordion feature of DRS' senior secured credit
facility would most likely not be utilized in a distressed
scenario.  As such, the $250 million is no longer being included
in the recovery rating analysis resulting in improved recovery
prospects for the unsecured debt.

The expected recoveries for the senior secured debt remain
unchanged at 100%, while expected recoveries for the senior
unsecured debt improved to the 91%-100% range and recoveries for
the senior subordinated debt increased to the 11%-30% range.  The
Recovery Ratings for the senior secured and senior unsecured debt
benefit from substantial amounts of subordinated debt and equity.

ESSI results in fiscal 2007 were hampered earlier in the year by
delays and shifts in funding and a contract loss.  As a result DRS
will not meet the original cash flow guidance provided at the time
of the ESSI acquisition.  Part of the cash shortfall was due to a
timing issue that benefited the prior fiscal year.  DRS used this
cash generated in fiscal 2006 to pay down ESSI acquisition debt.

Results for revenue and EBITDA were also below the guidance
provided at that time, with ESSI's lower than expected results
more than offsetting higher than projected growth at DRS' legacy
business.  Most of the shortfall, however, is expected to be
'made-up' by the end of fiscal 2008. Supporting the likelihood of
strong revenue growth in fiscal 2008 is a book-to-bill ratio that
was almost 1.4x for the first nine months of fiscal 2007.  To
further enhance performance, DRS recently split the former ESSI
businesses into two segments and engaged in some restructuring as
well as changes in management at the former ESSI.

Management has made it clear that DRS plans to continue making
acquisitions so long as the price and fit are right.  After the
ESSI acquisition, management stated that it would not make
acquisitions for at least a year, while it digested ESSI.  This
time has now passed, but given that DRS' debt-to-EBITDA leverage
is still significantly above its target of 3.0x-3.5x, Fitch does
not expect that DRS will engage in anything but bolt-on
acquisitions in the near term.  Should DRS decide, however, to
make a large acquisition, Fitch expects that equity could be
issued, as DRS has done in the past, to mitigate the impact on
credit metrics and maintain its ratings.

DOD spending remains at high levels supporting DRS' credit
quality. Should budgetary pressures result in the cancellation or
delay of big-ticket platforms, Fitch would expect DRS to see
additional upgrade and modernization business for existing
platforms, offsetting any likely impact.  As for the possibility
of the withdrawal from Iraq or Afghanistan, Fitch expects that DRS
would benefit from the need to reset equipment and to a lesser
extent a potential increase in homeland security spending.

The SEC and U.S. Attorney investigations of ESSI relate to trading
in ESSI stock around earnings releases, the adequacy of
disclosures of third-party transactions, proper disclosure of a
stop-work order by the DOD, insider trading, and the backdating of
options - all of which occurred prior to ESSI being acquired by
DRS.  ESSI's former controller recently plead guilty to one count
of making false statements to the U.S. Government relating to
options backdating, and the former CFO was indicted for the same
yesterday.  Although ESSI and DRS have been subpoenaed, the
investigations appear to be targeted at the individuals involved.
Fitch does not expect that the results of these investigations
will be a credit issue for DRS.

Liquidity as of Dec. 31, 2006, totaled approximately $330 million,
consisting of $50 million in cash, $286 million in revolving
credit facility availability, less current maturities of
$5 million.  DRS' credit ratios are weak for the rating category
but have shown improvements on a quarter-by-quarter basis since
the acquisition of ESSI.  Interest coverage as defined by
operating EBITDA to interest was 3.1x in the latest 12 months
ending Dec. 31, 2006, vs. 3.8x in fiscal 2006.

Leverage as defined by debt to operating EBITDA was 5.1x in the
LTM vs. 7.6x in fiscal 2006, which was distorted by the debt
associated with the ESSI acquisition, but only benefited from two
months of ESSI-related EBITDA.  Free cash flow, cash flow from
operation less capital expenditures less dividends, is expected to
be in the range of $85 million-$110 million this year, which is
distorted by a timing issue that resulted in $30 million to
$40 million of free cash aiding fourth-quarter fiscal 2006 results
instead of first-quarter fiscal 2007.  Fitch expects DRS to
increase free cash flow generation in fiscal 2008.


ELGIN NATIONAL: Buyout Prompts S&P's Positive CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Elgin National Industries Inc. on CreditWatch
with positive implications following the company's report that
third party buyers, consisting of private equity funds, are
acquiring Elgin in a transaction scheduled to close on
March 29, 2007.

The 'CCC-' rating on Elgin's 11% senior notes due 2007 was
affirmed and is not on CreditWatch, because Standard & Poor's
expects that change in control language in the bond indenture
provide notes holders the right to require Elgin to repurchase all
or any part of the notes at 101% of their principal amount.


ELWOOD INSURANCE: A.M. Best Lifts Financial Strength Rating to B++
------------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B++
(Good) from B+ (Good) of Elwood Insurance Limited of Hamilton,
Bermuda, and assigned an issuer credit rating of "bbb".  The
outlook for both ratings is stable.

Elwood's rating recognizes its excellent capitalization level,
history of positive operating performance, conservative reserve
practices and effective management of exposures.  Over the past
five years, return on surplus has averaged 24.5%, while surplus
levels have increased at a compound annual growth rate of 29.2%
through the accumulation of net profits.

Partially offsetting these positive rating factors is A.M. Best's
concern with the high balance sheet leverage of Elwood's ultimate
parent, Celanese Corp. [NYSE: CE], which could negatively impact
the operations of its captive.  Additional offsetting rating
factors are Elwood's exposure to some low frequency, high severity
hazards in its risk profile, coupled with high limits and high net
retentions.

The risk management team of Celanese takes an enterprise-wide
approach to managing its risks and utilizing the captive as an
integral tool in this process.  Elwood's management also has
demonstrated its ability to avoid the mass market of unrelated
business.  Instead, Elwood utilizes its relationships and those of
Celanese to develop a variety of unique and non-correlating
accounts, which provide a favorable enhancement to its overall
book of business.  Nonetheless, Elwood's long-term growth
opportunities primarily depend on Celanese's business success.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


EMPIRE RESORTS: Dec. 31 Balance Sheet Upside-Down by $25.7 Million
------------------------------------------------------------------
Empire Resorts Inc.'s balance sheet at Dec. 31, 2006, showed
$60.6 million in total assets and $86.3 million in total
liabilities, resulting in a stockholders' deficit of
$25.7 million.

The company's balance sheet at Dec. 31, 2006, also showed strained
liquidity with $18 million in total current assets, available to
pay $21.3 million in total current liabilities.

The company reported a net loss of $5.1 million on net revenues of
$20.8 million for the fourth quarter ended Dec. 31, 2006, compared
with a net loss of $11.7 million on net revenues of $22.5 million
for the fourth quarter ended Dec. 31, 2005.

Revenue from racing declined by approximately $1.3 million, or
25%, reflecting decreased revenue allocations from off-track
betting facilities, while revenue from the company's video gaming
machine (VGM) business fell by approximately $400,000, or 2%, due
to increased competition in the region.  Empire's VGM operations
experienced a slight decline in daily visits of roughly 2%, and
the daily win per unit also fell 2% to $110.76 for the quarter
from $113.34 in the fourth quarter of 2005.

The company's operating loss for the quarter was $3.4 million
versus an operating loss of $10.1 million in the prior-year
period, which included a $11.9 million impairment charge related
to deferred development costs.  SG&A expense rose to $7.1 million
in the fourth quarter of 2006 from $3.4 million in 2005, primarily
due to an increase in stock-based compensation of $3.5 million
associated with the modification of the option agreement with
Concord Associates.  

For fiscal 2006, Empire reported record net revenue of
$98.1 million versus $86.8 million in the same period last year,
reflecting growth in the company's racing and VGM operations.
Empire's net loss for 2006 was $7.1 million, versus a net loss of
$18.5 million for 2005.  Included in the 2005 results are
$14.3 million of impairment charges for deferred development
costs.

"This year was one of significant progress for Empire Resorts,"
commented David Hanlon, chief executive officer and president.  
"In the past twelve months, we saw our Monticello operations post
record revenue even as we took the final steps towards building a
world-class casino in the Catskills with our partners, the St.
Regis Mohawks.  At the end of 2006, the Department of the Interior
finally issued a Finding of No Significant Impact, or FONSI,
regarding this monumental endeavor, and, more recently, Governor
Spitzer gave his concurrence to move forward while also approving
the Tribal-State Compact Amendment, authorizing gaming at
Monticello.  We now await a decision regarding putting our land
into trust, and we are optimistic that this will take place in the
near future."

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?1c57

                    About Empire Resorts Inc.

Headquartered in Monticello, New York, Empire Resorts Inc.
(NASDAQ: NYNY) -- http://www.empireresorts.com/-- operates the  
Monticello Raceway and is involved in the development of other
legal gaming venues.  Empire's Monticello Gaming & Raceway now
features over 1,500 video gaming machines and amenities including
a 350-seat buffet and live entertainment. Empire is also working
to develop a "Class III" Native American casino and resort on a
site adjacent to the Raceway and other gaming and non-gaming
resort projects in the Catskills region and other areas.


ENERGY PARTNERS: Launches 8-3/4% Senior Notes Cash Offering
-----------------------------------------------------------
Energy Partners Ltd. has commenced a cash tender offer to purchase
any and all of its outstanding 8-3/4% Senior Notes due 2010, and
related consent solicitation to amend the indenture.

The Offer will expire on April 20, 2007, at 12:00 midnight, New
York City time, unless extended or terminated by the company.  The
consent solicitation will expire on April 9, 2007, at 5:00 p.m.,
New York City time.  After the Consent Payment Deadlines, tendered
Notes will not be withdrawn and revoked.

The company said that valid tendered notes will be calculated on
the present value of the sum of $1,043.75, and interest payments
through Aug. 1, 2007.

The company is soliciting consents to proposed amendments to the
indenture governing the notes that will eliminate substantially
all restrictive covenants and events of default in the indenture.  

The company is also offering consent payment of $300 per $1,000
principal amount of Notes to holders who validly tender their
notes and deliver their consents before the Consent Payment
Deadline.

The Offer is subject to waiver of certain conditions, including
the closing of the company's equity self-tender offer, the
consummation of the requisite financing to purchase the notes,
receipt of consents from holders representing a majority in
principal amount of the outstanding Notes, and customary
conditions.

                    About Energy Partners Ltd.

Headquartered in New Orleans, La., Energy Partners Ltd. (NYSE:
EPL) -- http://www.eplweb.com/-- is an independent oil and     
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Moody's Investors Service downgraded Energy Partners, Ltd.'s
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3 from B2.  


EVERGREEN ESTATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Evergreen Estates LDHALP
        19201 Votrobeck
        Detroit, MI 48219-1636

Bankruptcy Case No.: 07-46014

Chapter 11 Petition Date: March 28, 2007

Court: Eastern District of Michigan (Detroit)

Debtor's Counsel: Wallace M. Handler, Esq.
                  Debra B. Pevos, Esq.
                  Sullivan Ward Asher & Patton, P.C.
                  25800 Northwestern Highway, Suite 1000
                  Southfield, MI 48075
                  Tel: (248) 746-0700
                  Fax: (248) 746-2760

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Board of Water Commission                   $77,806
P.O. Box 32711
Detroit, MI 48232

Vern Kirk Painting                          $64,210
18310 Cherrylawn
Detroit, MI 48221-1059

Racon Enterprises                           $41,946
P.O. Box 700924
Plymouth, MI 48170-0956

Private Sector Investigations               $30,813

Management Systems, Inc.                    $19,980

Treas, Detroit Fire Department              $19,630

Mahoning Security Company                   $19,608

Rockdale Facilities Management               $6,095

Republic Waste Services                      $5,601

Wilmar                                       $5,445

DTE Energy                                   $3,967

City of Detroit Building & Safety            $3,885

Haig's Sales & Service                       $3,180

Rontgrow, Inc.                               $2,676

Fairlane Landscaping & Lawn                  $2,545

Packaged Odd Jobs                            $2,435

DTE Energy                                   $2,384

Pat's Landscaping                            $2,031

Detroit Housing Commission                   $1,745

Midwest Carpet/Property Maintenance          $1,502


FALCON AIR: Court Confirms Second Amended Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, approved the Disclosure Statement and confirmed
the Second Amended Chapter 11 Plan filed by SkyValue Airlines Inc.
and Kenneth A. Welt, the chapter 11 trustee for Falcon Air
Express, Inc.

Mr. Welt is appointed as the Disbursing Agent.  The Court ordered
Mr. Welt to submit a final report on or before May 7, 2007.

The Chapter 11 Trustee and SkyValue entered into a Stock Issuance
and Plan Funding Agreement, wherein, at closing, SkyValue will pay
the estate $3.8 million and the Trustee will issue 100% of the
capital stock of Reorganized Falcon Air to SkyValue.  SkyValue
will own and control Reorganized Falcon Air.

Assets that will not vest in Reorganized Falcon Air will be
transferred to a liquidating trust.

                       Treatment of Claims

Under the Second Amended Plan, allowed administrative claims,
ordinary course liabilities, professional claims, U.S. Trustee
fees, priority tax claims, priority non-tax claims, secured claim
held by the Defense Finance and Accounting Service, secured claim
held by the United States Department of Agriculture, security
deposit claims, secured financing claims, and other secured claims
will be paid in full.

The U.S. Department of Justice, on behalf of holder of the DOJ
Trust Fund Claims, will (i) receive a portion of the distribution
payable to the Internal Revenue Service, (ii) retain recovery
rights, and (iii) hold an allowed general unsecured claim for the
outstanding balance of the Allowed DOJ Trust Fund Claims.

JetGlobal LLC will receive $300,000 on account of its alleged
Secured DIP Financing Claim.

Holders of Allowed General Unsecured Claims will receive a pro
rata distribution from 90% of the net proceeds of the liquidation
of the Liquidating Trust Assets.

Holders of equity interests will receive nothing under the Plan.

A full-text copy of the Second Amended Plan is available for free
at http://ResearchArchives.com/t/s?1c53

                         About Falcon Air

Headquartered in Miami, Florida, Falcon Air Express Inc. --
http://www.falconairexpress.net/-- is a small and low-cost  
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  Peter D.
Russin, Esq., and Michael S. Budwick, Esq., at Meland Russin &
Budwick, P.A., represent the Official Committee of Unsecured
Creditors.  On June 26, 2006, Kenneth A. Welt was appointed as the
Debtor's Chapter 11 Trustee.  Ariel Rodriguez, Esq., and Frank P.
Terzo, Esq., at Katz Barron Squitero Faust, represent the Chapter
11 Trustee.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


FINLAY FINE: Moody's Junks Rating on $200 Million Senior Notes
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Finlay Fine Jewelry Corporation to B3 and the company's senior
unsecured notes rating to Caa1 with a negative rating outlook.  

The downgrade is prompted by the erosion in the company's credit
metrics as a result of several negative business pressures:

   * lower than expected Holiday sales,
   * additional host door closings, and
   * weaker margin performance.

In addition, the downgrade reflects the modest erosion in
liquidity as a result of increased borrowings under its revolving
credit facility to finance the termination of its leased gold
consignment program.

These ratings are downgraded:

   * Corporate family rating to B3 from B2;

   * Probability of default rating to B3 from B2; and

   * $200 million senior unsecured notes to Caa1, LGD5, 76% from    
     B3, LGD5, 74%.

The company's poor operating performance was driven by an erosion
in both sales and margins.  Sales have eroded due to the
discontinued host doors and they were also lower than expected due
to disappointing performance in Holiday 2006 at the 236 former May
doors because of lower promotional activity under Federated's
ownership.

During 2006, the company reported additional door closings at both
Belk and Parisian.  In addition, operating margins declined as a
result of higher gold costs, higher LIFO charges, and lower vendor
concessions.  As reported EBIT and EBIT margin declined to
$12 million and 1.6% for the fiscal year ended Feb. 3, 2007, from
$51 million and 5% for the fiscal year ended Jan. 28, 2006.  As a
result, EBIT/Interest Expense fell to 0.8x for the fiscal year
ended Feb. 3, 2007, from 1.34x for the fiscal year ended
Jan. 28, 2006, and Debt/EBITDA rose to 8.2x from 6.4x over the
corresponding period.

The B3 corporate family rating reflects the company's very weak
credit metrics, its very thin profitability, and its limited
ability to regain the revenues lost from the discontinued host
doors at Federated, Belk, and Parisian.  The rating is also
constrained by the company's significant concentration with
Federated as well as by its continued vulnerability to changes in
its department store hosts' strategies toward leasing versus
self-operated jewelry departments.

While the company has taken steps to diversify its revenue stream
by acquiring two small specialty jewelry retail chains, nearly 85%
of its revenue is generated from its leased jewelry departments
located within its department store hosts.  The corporate family
rating considers the company's small scale with annual revenues
from continuing operations of approximately $762 million and its
very high seasonality with a large portion of its revenue and the
majority of its cash from operations being generated during the
fourth quarter Holiday selling season.  Balancing out these
weaknesses is the company's still adequate liquidity as provided
by its $225 million asset based revolver; under which its one
financial covenant is only tested when availability falls below
certain thresholds.  In addition the rating is supported by the
company's national scale and its dominant position as the largest
operator of leased jewelry departments in department stores.

The negative outlook reflects Moody's expectation that the company
will maintain very weak credit metrics as operating income and
free cash flow generation will likely be constrained over the
intermediate term given its current business pressures and the
limited opportunities to regain the lost revenue from the closed
doors at Federated, Belk, and Parisian.

Ratings could be downgraded should the company's business model
come under additional pressure that causes further weakening of
credit metrics, should liquidity deteriorate, or should the
company be unable to achieve break even free cash flow generation.

The rating on the senior unsecured notes reflects both the overall
probability of default of the company, to which Moody's assigns a
PDR of B3, and a loss given default of LGD 5.  The Caa1 rating of
the senior unsecured notes reflects its junior position in the
capital structure behind the $225 million senior secured asset
based revolving credit facility, full guarantees of existing and
future domestic subsidiaries, and the senior notes size and scale
within the capital structure.

Finlay Fine Jewelry Corporation, headquartered in New York City,
operates 720 leased jewelry departments in major retailers as well
as 38 Carlyle and Congress Jewelers specialty jewelry stores.  For
the year ended Feb. 3, 2007, revenues from continuing operations
were nearly $762 million.


FISHER COMMUNICATIONS: Earns $16.9 Million in 2006 Fourth Quarter
-----------------------------------------------------------------
Fisher Communications Inc. reported net income of $16.9 million on
revenue of $44.7 million for the fourth quarter ended Dec. 31,
2006, compared with net income of $1.9 million on revenue of
$36.3 million for the fourth quarter of 2005.  Political
advertising contributed to the revenue increase as well as
improved local advertising initiatives for both the English and
Spanish language stations.  

Fourth quarter income from operations increased to $12.1 million
from a loss of $228,000 in the same quarter of 2005.  Year to date
income from operations increased to $19 million from a loss of
$5.6 million in 2005.  Fourth quarter 2005 selling, general and
administrative expenses include a $4.3 million non-cash charge to
third-party agency commissions.  The non-cash contract termination
charge was a result of Fisher's decision in December 2005 to
change its national advertising sales agency for television
operations.  The termination amount will be amortized over the
five-year term of the agreements with the successor agency as a
decrease to agency expense.

During the fourth quarter of 2006, the company closed on the sale
of 18 out of 24 small-market radio stations located in Montana and
Eastern Washington for $26.1 million.  The remaining six stations
were excluded from the original sale in order to secure FCC
approval, but continue to be held for sale.  The operating results
for this group of stations are reported as discontinued
operations.

In the fourth quarter 2006, the company finalized its purchase of
two Oregon television stations for $19.3 million, affected through
a like kind exchange of the sold radio properties mentioned above.
This transaction was initially announced in December 2005 and
included the purchase of two Idaho television stations that was
finalized in May 2006.

Income from discontinued operations in the fourth quarter of 2006
was $9.9 million, reflecting the after-tax sale gain of
$10 million, compared to income from discontinued operations of
$321,000 in the fourth quarter of 2005.  During the fourth quarter
of 2005, the company dissolved certain wholly owned inactive
subsidiaries and recognized a corresponding tax benefit of
$3.4 million.

Fisher Communications Inc. reported net income of $16.8 million on
revenue of $154.7 million for the year ended Dec. 31, 2006,
compared with a net loss of $5.1 million on revenue of
$137.1 million for the year ended Dec. 31, 2005.  

Income from continuing operations for the full year ended
Dec. 31, 2006, was $6.3 million, compared to a loss from
continuing operations for the year ended Dec. 31, 2005, of
$6.1 million.  Income from 2006 discontinued operations was
$10.6 million, which includes an after-tax gain of $10 million,
compared to income from 2005 discontinued operations of
$1.1 million.

"We are pleased with the outcome of a year filled with aggressive
initiatives.  The 2006 results and asset alignment have set the
foundation for Fisher to build on an attractive business structure
going forward," stated Colleen Brown, president and chief
executive officer of Fisher Communications.

At Dec. 31, 2006, the company's balance sheet showed
$497.6 million in total assets, $258 million in total liabilities,
and $239.6 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?1c51

Net cash provided by operating activities during 2006 was
$24.7 million, compared to net cash provided by operations of
$5.6 million in 2005.   

                   About Fisher Communications

Fisher Communications Inc. (NASDAQ: FSCI) -- http://www.fsci.com/
-- is a Seattle-based communications company that owns or manages
twelve full power and seven low power television stations and nine
radio stations in the Pacific Northwest.  The company owns and
operates Fisher Pathways, a satellite and fiber transmission
provider, and Fisher Plaza, a media, telecommunications, and data
center facility located near downtown Seattle.

                          *     *     *    

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors affirmed its B2 rating on Fisher Communications
Inc.'s 8.625% senior notes due 2014.  Additionally, Moody's
assigned an LGD4 rating to the notes suggesting noteholders will
experience a 56% loss in the event of a default.      


FONIX CORP: BroadRiver Acquires Assets of Fonix Telecom & LecStar
-----------------------------------------------------------------
BroadRiver, Inc., has acquired substantially all of the assets of
Fonix Corp.'s subsidiaries, LecStar Telecom Inc. and its affiliate
Fonix Telecom Inc., pursuant to Section 363(b) of the U.S.
Bankruptcy Code.

The transaction was approved by the U.S. Bankruptcy Court for the
District of Delaware.

As part of the transaction, BroadRiver will receive all of LecStar
and Fonix Telecom's intellectual property including its
trademarks, domains and technology portfolio.  BroadRiver is not
assuming any of LecStar and Fonix Telecom's liabilities.

LecStar Telecom, Inc. and Fonix Telecom Inc., both facilities-
based telecom providers in Georgia, filed for bankruptcy
protection on Oct. 2, 2006, pursuant to Chapter 7 under the United
States Bankruptcy Code.

"The acquisition of the LecStar and Fonix Telecom assets will
help BroadRiver accelerate our deployment of a new business class,
SIP-based Voice over Internet Protocol expanded service offering
from our new 15,000 sq. ft. managed data center in Atlanta,"
Gregory P. McGraw, President & Chief Executive Officer of
BroadRiver, Inc., said.  "These newly acquired technology assets
will also provide greater redundancy and bundled service
capabilities already built into our network infrastructure for our
customers throughout the Southeast.  Consistent with our growth
strategy, we will continue to aggressively pursue expansion
opportunities locally and through acquisitions regionally."

Based in Salt Lake City, Utah, Fonix Corp. is a communications and
technology company that provides integrated telecommunications
services through Fonix Telecom, Inc., LecStar Telecom, Inc. and
value-added speech technologies through Fonix Speech, Inc.


FORREST HILL: Judge Michael Dismisses Chapter 11 Case
------------------------------------------------------
The Hon. Terrence L. Michael of the U.S. Bankruptcy Court for the
Eastern District of Oklahoma dismissed the chapter 11 case of
Forrest Hill Funeral Home & Memorial Park - East, LLC, on March
26, 2007.

The motion to dismiss was requested by the Office of the Attorney
General for the State of Tennessee on behalf of the Tennessee
Department of Commerce & Insurance - Burial Services Division.
The attorney general had asked that in the alternative, the
Debtor's case should be transferred to the U.S. Bankruptcy Court
for the Western District of Tennessee.

The attorney general contended that there is already a state court
action pending which has been hindered due the filing of the
bankruptcy.  The attorney general said that the Debtor and its
creditors would fare better in a state court citing that:

    * due to the specialized nature of the cemetery business and
      the regulation thereof, the state court is more economically
      suited and equipped to efficiently deal with this specific
      Debtor, given that the mechanics are already in motion;

    * the State of Tennessee has already begun supervising the
      operation and management of the Debtor;

    * the foundation and framing are complete in the state court
      and the receivership is waiting in the wings; and

    * the action in state court is a civil proceeding that was
      brought by an agency of the state to enforce its regulations
      governing the operation of a funeral home and three
      cemeteries that are located withing its borders.

                         State Court Action

On Jan. 8, 2007, the Commissioner of the Tennessee Department of
Commerce & Insurance and William L. Gibbons, District Attorney
General of the 30th Judicial District of Tennessee, filed a
verified complaint in the Chancery Court for Shelby County,
Tennessee, seeking a Temporary Restraining Order protecting the
assets and records of Forest Hill.

In order to protect the ongoing operations of the cemetery company
and funeral homes, to protect the trust funds from further waste
and the pre-need clients from further loss, Tennessee also sought
the establishment of a receivership and the appointment of a
receiver for Forest Hill.

The Chancery Court entered a Temporary Restraining Order on
Jan. 8, 2007 and set a hearing on the Motion for Appointment of
Receiver and Application for Temporary Injunction on Jan. 23,
2007.

The TRO was amended twice, on January 10 and January 18, by Agreed
Order to enable the cemeteries and funeral homes to continue in
operation.

Undisclosed to the State of Tennessee during the agreed order
negotiations, on January 15, Clayton Smart and Stephen Smith
executed the "Resolution of the Members of Forrest Hills, LLC"
appointing Bill Koehler as the sole manager and chief
reorganization officer of Forest Hill.  The document further
resolved that the members of Forest Hill, Messrs. Smart and Smith,
would not "henceforth take any action to interfere with Bill
Koehler's exclusive domination and control of the company."

On or around January 17, Stephen Smith approached Armstrong Bank
seeking a cashier's check issued to Smith and Clayton Smart for
all the funds held in that bank.

The hearing on the Chancery Court matters was set for 10:00 a.m.
on Jan. 23, 2007 in the Chancery Court.  On the afternoon of
Jan. 22, 2007, the Debtor filed its voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code.

                         About Forrest Hill

Based in Tulsa, Okla., Forrest Hill Funeral Home & Memorial Park -
East, LLC, operates funeral homes.  The company consists of three
separate cemeteries, three funeral homes and three mausoleums
located in Memphis, Tennessee.  The three locations are Forest
Hill Funeral Home & Memorial Park - East, Forest Hill Funeral Home
and Memorial Park - Midtown, and Forest Hill Funeral Home and
Memorial Park - South.

The company filed for chapter 11 protection on Jan. 22, 2007
(Bankr. E.D. Okla. Case No. 07-870056).  When the Debtor filed for
protection from its creditors, it listed estimated assets between
$1 million and $100 million.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization expires on May 22, 2007.


FREEPORT MCMORAN: Moody's Lifts $6 Bil. Sr. Notes' Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Freeport-McMoRan Copper & Gold
Inc.'s corporate family rating to Ba2 from Ba3 and undertook a
number of related rating actions:

   * upgraded to Baa2 from Baa3 the senior secured rating on
     Freeport's $500 million secured revolver;

   * upgraded to Baa3 from Ba2 the senior secured ratings on each
     of Freeport's $1 billion secured revolver, $2.5 billion
     secured Term Loan A, $7.5 billion secured Term Loan B, and
     each of Freeport's existing 6.875%, 10.125% and 7.20% senior
     secured notes; and

   * upgraded to Ba3 from B2 Freeport's $6 billion senior
     unsecured notes.

Moody's also upgraded to Ba2 from B1 the ratings on Phelps Dodge's
secured Cyprus Amax notes and on Phelps Dodge's other existing
notes.

The rating actions are based on Freeport's pending issuance of
approximately $2.5 billion of common equity and $2.5 billion of
mandatorily convertible preferred stock and a potential
overallotment, the proceeds of which will be used to reduce Term
Loans A and B.  In considering Freeport's capital structure,
Moody's treats the mandatorily convertible preferreds as equity.
The ratings reflect the overall probability of default of
Freeport, to which Moody's assigns a PDR of Ba2.  The rating
outlooks for Freeport, Phelps Dodge and Cyprus Amax are stable.

The Ba2 corporate family rating reflects Freeport's high debt
level of approximately $13 billion and what Moody's believes will
be a protracted time frame for debt reduction in the face of
softening metals prices and continued high cost challenges.  The
rating also considers the high concentration in copper and
resultant variability in earnings and cash flow, significant
capital expenditures, and a high level of reliance on the Grasberg
mine in Indonesia.  The rating also reflects the cultural
challenges inherent in the acquisition of the larger Phelps Dodge
by Freeport, and the execution and political risk of Phelps
Dodge's development project in the Congo.  The Ba2 rating
favorably considers the company's leading positions in copper and
molybdenum, a significant amount of gold production, the low cost,
long-life reserves at PT-FI, and improved operating and political
diversity.

These are the rating actions:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Corporate Family Rating, to Ba2 from Ba3

      -- Probability of Default Rating; to Ba2 from Ba3

      -- $0.5 billion Senior Secured Revolving Credit facility, to
         Baa2, LGD1, 2% from Baa3

      -- $1.0 billion Senior Secured Revolving Credit Facility, to
         Baa3, LGD2, 22% from Ba2

      -- $2.5 billion Senior Secured Term Loan A, to Baa3, LGD2,
         22%, from Ba2

      -- $7.5 billion Senior Secured Term Loan B, to Baa3, LGD2,
         22%, from Ba2

      -- $340 million 6.875% Senior Secured Notes due 2014, to
         Baa3, LGD2, 22%, from Ba2

      -- $272 million 10.125% Senior Secured Notes due 2010, to
         Baa3, LGD2, 22%, from Ba2

      -- $0.2 million 7.20% Senior Secured Notes due 2026, to
         Baa3, LGD2, 22%, from Ba2

      -- Senior Unsecured Notes: to Ba3, LGD5, 83%, from B2

   * Cyprus Amax Minerals Company

      -- $60.1 million 7.375% Senior Notes due 2007, to Ba2, LGD3,
         48%, from B1

   * Phelps Dodge Corporation

      -- $107.9 million 8.75% Senior Notes due 2011, to Ba2, LGD3,
         48%, from B1

      -- $115 million 7.125% Senior Notes due 2027, to Ba2, LGD3,
         48%, from B1

      -- $150 million 6.125% Senior Notes due 2034, to Ba2, LGD3,
         48%, from B1

      -- $193.8 million 9.50% Senior Notes due 2031, to Ba2, LGD3,
         48%, from B1

Moody's last rating action on Freeport was to affirm its Ba3
corporate family rating in February 2007 in connection with
Freeport's acquisition of Phelps Dodge.

Freeport-McMoRan Copper & Gold Inc. is a Phoenix based producer of
copper, gold and molybdenum and had revenue in 2006 of
$5.8 billion.


GETTY IMAGES: New Debt Cues S&P to Retain Developing Watch
----------------------------------------------------------
Standard & Poor's Ratings Services reported that the ratings on
Getty Images Inc., including the 'B+' corporate credit rating,
remain on CreditWatch with developing implications, following the
company's report that it had obtained a $350 million revolving
credit facility.  

The ratings were placed on CreditWatch on Dec. 4, 2006, after the
company reported that it had received notices from bondholders
that its delayed third-quarter SEC Form 10-Q filing constituted an
event of default.  Developing implications indicate the
possibility of upward or downward movement in the ratings.

Getty could use borrowings under the facility to acquire MediaVast
Inc. or to fund its convertible bond obligation should these bonds
be accelerated.

Separately, the cure period for the company to resolve its alleged
event of default with its bondholders has passed; the company's
bondholders may demand immediate payment of the principal and any
accrued interest of the convertible notes at any time.  The new
facility gives Standard & Poor's Ratings Services some comfort
that bank lenders are willing to support the company's growth
plans and provide the company with additional liquidity despite
the delayed filing.

"We will monitor the situation closely," said Standard & Poor's
credit analyst Tulip Lim.

"If the filing is delayed further, we could lower the rating
again.  If the company becomes current with its required quarterly
and annual filings, we will reassess the company for an upgrade."


GLOBAL HOME: Court Approves DIP Financing Agreement Amendments
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
amendments to a debtor-in-possession financing agreement between
Global Home Products LLC, its debtor-affiliates and Wachovia Bank,
N.A., as agent for the lenders, dated May 4, 2006.

The Debtors related to the Court that under a Third Ratification
Amendment, the Termination Date of Financing Agreement will be
extended to April 2, 2007.

The Debtors also submit that the calculation of a Loan Extension
and Amendment Fee of $250,000 is reasonable under the
circumstances where the lenders' over advance is increased from
the contemplated $5,000,000 amount under the First Ratification
Amendment to potentially $10,000,000 under the Third Ratification
Amendment.

The Debtors tells the Court that they have an immediate need to
continue their use of postpetition financing in order to permit
the orderly continuation of their operations, to minimize the
disruption of their operations, and to manage, preserve and permit
the sale of assets of the their estates maximizing the recovery of
all estate creditors.

A full-text copy of the Ratification and Amendment Agreement and
the Loan and Security Agreement is available for free at:

             http://ResearchArchives.com/t/s?1c4d

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GLOBAL HOME: Can Use Madeleine's Cash Collateral Until April 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Home Products LLC and its debtor-affiliates authority
to continue using the cash collateral securing repayment of
their obligations to Madeleine LLC until April 2, 2007.

The Debtors' authority to use the cash collateral expired
on Feb. 28, 2007.

The Debtors will use the funds to meet payroll and other operating
expenses and to maintain vendor support.

Madeleine is a creditor holding approximately $200,000,000 in
secured claims.  As adequate protection, the Debtors grant
Madeleine a valid, perfected and enforceable lien upon all of
their assets and superpriority administrative claim over any and
all administrative expenses.

A full-text copy of the Budget is available for free at:

            http://ResearchArchives.com/t/s?1c4a

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GMAC COMMERCIAL: Moody's Affirms Low-B Ratings on 6 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 17 classes of GMAC Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-C2:

   -- Class A-1, $35,408,774, Fixed, affirmed at Aaa
   -- Class A-1A, $103,799,927, Fixed, affirmed at Aaa
   -- Class A-2, $104,953,000, Fixed, affirmed at Aaa
   -- Class A-3, $86,536,000, Fixed, affirmed at Aaa
   -- Class A-4, $428,386,000, WAC Cap, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $25,678,000, WAC Cap, upgraded to Aa1 from Aa2
   -- Class C, $10,504,000, WAC Cap, upgraded to Aa2 from Aa3
   -- Class D, $18,675,000, WAC Cap, upgraded to A1 from A2
   -- Class E, $12,839,000, WAC Cap, affirmed at A3
   -- Class F, $10,504,000, WAC Cap, affirmed at Baa1
   -- Class G, $15,173,000, WAC Cap, affirmed at Baa2
   -- Class H, $14,006,000, WAC, affirmed at Baa3
   -- Class J, $5,836,000, WAC Cap, affirmed at Ba1
   -- Class K, $5,836,000, WAC Cap, affirmed at Ba2
   -- Class L, $4,669,000, WAC Cap, affirmed at Ba3
   -- Class M, $2,334,000, WAC Cap, affirmed at B1
   -- Class N, $3,502,000, WAC Cap, affirmed at B2
   -- Class O, $3,501,000, WAC Cap, affirmed at B3

As of the March 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.1%
to $905.0 million from $933.7 million at securitization.

The Certificates are collateralized by 74 mortgage loans ranging
in size from less than 1.0% to 9.3% of the pool, with the top 10
loans representing 54.8% of the pool.  The pool includes three
shadow rated loans, representing 23.7% of the pool.  Four loans,
representing 11.6% of the pool, have defeased and are secured by
U.S. Government securities.

There have been no losses since securitization.  Currently there
is one loan, representing less than 1.0% of the pool, in special
servicing.  Moody's is estimating a loss of approximately
$3.1 million for this specially serviced loan.  Eleven loans,
representing 10.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2005 and partial-year 2006
operating results for approximately 88.1% and 77.9%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 94.2%, compared to 96.4% at securitization.  Moody's
is upgrading Classes B, C and D due to improved overall pool
performance, defeasance and increased credit support.

The largest shadow rated loan is the 111 Eighth Avenue Loan at
$84.5 million (9.3%), which represents a 19.0% participation
interest in a $445.9 million first mortgage loan.  The loan is
secured by a 2.9 million square foot office and telecom building
located in the Chelsea submarket of New York City.  The property
was 99.2% leased as of November 2006, compared to 90.0% at
securitization.  

Major tenants include:  

   * Google (11.1% NRA; lease expiration February 2021),

   * Sprint (7.3% NRA; lease expiration December 2014), and

   * CCH Legal Information (6.9% NRA; lease expirations in July
     2015 and February 2019).

The property is also encumbered by a B Note, which is held outside
the trust.  The loan sponsors are Jamestown and the New York
Common Retirement Fund.  Moody's current shadow rating is Baa2,
the same as at securitization.

The second shadow rated loan is the Jersey Gardens Loan at
$81.4 million (9.0%), which represents a 51.5% participation
interest in a $158.3 million first mortgage loan.  The loan is
secured by the borrower's interest in a 1.3 million square foot
outlet mall located in Elizabeth, New Jersey.  

The largest tenants are:  

   * Loews Theatres (8.5% GLA; lease expiration December 2020),

   * Burlington Coat Factory (6.2% GLA; lease expiration January
     2020), and

   * Filene's Basement/DSW (4.6% GLA; lease expiration October
     2011).

The property was 99.7% occupied as of December 2006, compared to
91.8% at securitization.  Financial performance has improved due
to increased rental revenues and loan amortization.  The loan
sponsor is Glimcher Realty Trust.  Moody's current shadow rating
is Baa1, compared to Baa3 at securitization.

The third largest shadow rated loan is the 731 Lexington Avenue
Loan at $48.5 million (5.4%), which represents a 15.9%
participation interest in the senior portion of a first mortgage
loan totaling $304.8 million.  The loan is secured by a
694,000 square foot office condominium situated within a
1.4 million square foot complex in midtown Manhattan.  Built in
2005, the condominium is 100.0% leased to Bloomberg, LP through
2028.  The property is also encumbered by $86.0 million of
subordinate debt that is held outside of the trust.  Moody's
current shadow rating is A3, the same as at securitization.

The top three conduit loans represent 17.8% of the outstanding
pool balance.  The largest conduit loan is the Parmatown Shopping
Center Loan at $67.0 million (7.4%), which is secured by the
borrower's interest in a 1.2 million square foot regional mall
located approximately 10 miles south of downtown Cleveland in
Parma, Ohio.  The center is anchored by Macy's, J.C. Penney and
Wal-Mart.  The center was 90.1% occupied as of October 2006,
essentially the same as at securitization.  Moody's LTV is 92.4%,
compared to 93.5% at securitization.

The second largest conduit loan is the Military Circle Mall Loan
at $59.3 million (6.6%), which is secured by the borrower's
interest in a 942,700 square foot regional mall located in
Norfolk, Virginia.  The property is anchored by J.C. Penney,
Macy's and Sears.  The center was 95.2% occupied as of December
2006, essentially the same as at securitization.  Financial
performance has been impacted by increased operating expenses.
Moody's LTV is 86.2%, compared to 79.7% at securitization.

The third largest conduit loan is the Janns Marketplace Loan at  
$34.2 million (3.8%), which is secured by a 423,000 square foot
retail center located approximately 42 miles northwest of downtown
Los Angeles in Thousand Oaks, California.  The largest tenants
include Mervyn's, Toys"R"Us and Linen-n-Things.  The center was
90.4% occupied as of December 2006, compared to 95.9% at
securitization.  Financial performance has improved since
securitization due to increased rental revenues and loan
amortization.  Moody's LTV is 88.7%, compared to 100.7% at
securitization.


GOL INTELLIGENT: To Acquire Varig S.A. Shares for $275 Million
--------------------------------------------------------------
GOL Intelligent Airlines aka GOL Linhas Aereas Inteligentes,
controlling shareholder of GOL Transportes Aereos S.A. and
Brazil's low-cost, low-fare airline, has agreed with VarigLog and
Volo, the controlling shareholders of VRG Linhas Aereas S.A. and
airline that operates the Varig S.A. brand, to acquire the total
share capital of VRG.

The total consideration offered for the shares of VRG is
approximately $275 million, consisting of $98 million of cash, and
approximately 6.1 million non-voting shares issued by GOL, with
various sale restrictions for up to 30 months.  With the
assumption of BRL100 million ($45 million) of debentures, the
total aggregate value of the transaction is approximately
$320 million.  This closing is conditioned on obtaining all the
customary regulatory approvals from the authorities, including the
Brazilian Antitrust Agency and the National Civil Aviation Agency;
GOL will keep investors informed of approvals.

VRG will be acquired by GTI S.A., a wholly owned subsidiary of GOL
Intelligent Airlines.  The companies will keep separate financials
and will be managed according to best practices in corporate
governance and internal controls.  VRG will operate with its own
VARIG brand, differentiated services, incorporating the low-cost
business model from GOL, and independent administration, separate
from GOL's operating subsidiary GOL Transportes Aereos S.A, which
will continue to invest in its unique low-cost operating model.

GOL and VRG will be managed as independent companies with focused
business models.  GOL will maintain focus on its low-cost, low-
fare business model, with a single-class of service in the
Brazilian domestic market and South America.  The company
maintains its commitment to popularizing air travel, making low-
fare flights more accessible to a larger portion of the
population.  VARIG will offer differentiated services, with direct
flights and a mileage program, which currently serves more than 5
million clients.  On long-haul international routes, VARIG will
offer two service classes: coach and business.

In the domestic market, VARIG will operate with a single-class of
service, prioritizing flights between the main economic centers of
Brazil, with principal bases of operation at Congonhas, Guarulhos,
Santos Dumont and Galeao airports.  Both companies will explore
synergies resulting from gains in efficiency, quality and
competitiveness.  The complementary networks of the two operating
subsidiaries will permit wide feeder and distribution of VARIG's
international flights, offering passengers arriving or departing
from Brazil numerous and flexible connection options.

The combined strength of GOL and VARIG will establish a Brazilian
airline group with a growing passenger base of over 20 million
annually, capable of competing on the South American and world
stages against other large international airlines.  GOL and VARIG
together, through higher efficiencies generated to the market and
consumers, will be ready to assume leadership of domestic and
international flights among Brazilian carriers.  The combination
of these two companies will provide the ability to increase the
number of seats offered at low fares and will stimulate growth in
air travel.

The acquisition represents the best opportunity for operations
under the VARIG brand to remain a Brazilian-managed and controlled
airline, fully focused on the strategic objectives of growth, job
creation, and competitiveness, while remaining a strong Brazilian
flag carrier.  GOL believes there are opportunities to maximize
the purchasing power of the two subsidiaries to further reduce
operating costs, increase efficiencies, continue to innovate the
Brazilian market for air travel, and pass on the benefits of
synergies between the companies to the traveling public.

VARIG will incorporate modern concepts of efficient
administration, asset optimization, intensive use of technology,
efficient and economic fleet, transparency, innovation and
employee motivation, which will make the company competitive,
profitable, financially sound, and capable of sustained growth.

VRG's fleet, currently operating with 17 aircraft, will be
increased to 34 Boeing aircraft composed of a simplified fleet of
20 737 and 14 767 aircraft.  This fleet will permit VARIG to serve
more than ten international destinations in Europe, North America,
and South America.

"GOL intends to provide VARIG with the necessary ambition,
management expertise, financial strength and cost base to compete
with South American and world competitors," Constantino de
Oliveira Junior, GOL's Chief Executive Officer, said.  "With this
acquisition, Brazil will maintain an important flag in global
aviation, the industry will benefit from an increase in jobs and
demand will be better served.  We are confident that throughout
this acquisition GOL will continue its mission of popularizing air
travel and consolidate its position as one of the leading low-cost
carriers in the world.  We will work so that our companies become
the Brazilian carriers of choice for both domestic and
international passengers."

In summary, GOL will offer a financially secure future for VARIG
through its strategy, which includes:

   * maintenance of the VARIG brand and the operation the two
     airlines separately;

   * improving the service offering under the VARIG brand,
     including the Smiles mileage program, and increasing the
     quantity of direct flights;

   * expanding service to routes not currently operated;

   * reducing VARIG's operating costs through improved
     efficiencies, superior purchasing power and lower overhead;

   * facilitating the expansion of the fleet operating the under
     the VARIG brand, by providing it with modern and efficient
     aircraft, low-cost leasing and financing facilities, and
     using purchasing power to negotiate lower costs;

   * improving the quality of the long-haul fleet operating the
     VARIG brand, and updating and innovating its long-haul
     product.

VRG is a company based on the Isolated Productive Unit of VARIG,
created in the Bankruptcy Recovery Plan of VARIG, Rio Sul and
Nordeste and acquired by VarigLog in the Judicial Auction realized
on July 7, 2006.  Under the Brazilian Company Recovery Law of
2005, the UPI was created and sold fully free of liabilities of
any nature (civil, labor, tax, pension, etc.), and upon completion
of the conditions established in the Auction Edital, so to assure
payment to creditors and the continued existence of the Recovering
Companies.  With the acquisition, GOL fully assumes the obligation
to assure that VRG completes, in the strictest terms, all of the
terms of the Auction Edital, including:

   (a) honor the two debentures already issued in the value of
       BRL50 million each, with 10-year maturities,

   (b) the hiring of the services of the Varig Training Center
       with a minimum value of BRL1 million, and

   (c) the rental at market rates of some fixed assets from VARIG.

                           About Varig

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.

The Debtors may be the first case under the new law, which took
effect on June 9, 2005.  Similar to a chapter 11 debtor-in-
possession under the U.S. Bankruptcy Code, the Debtors remain in
possession and control of their estate pending the Judicial
Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In his capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.

Volo do Brasil, which purchased VARIG's cargo unit, VARIG
Logistica S.A., and partially controlled by U.S. investment fund
MatlinPatterson Global Advisors, bought VARIG for $600 million
in July 2006.

                 About GOL Intelligent Airlines

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br-- through its subsidiary, GOL  
Transportes Aereos S.A., provides airline services in Brazil,
Argentina, Bolivia, Uruguay, and Paraguay.  The company's services
include passenger, cargo, and charter services.  As of March 20,
2006, Gol Linhas provided 440 daily flights to 49 destinations and
operated a fleet of 45 Boeing 737 aircraft.  The company was
founded in 2001.

                          *     *     *

On March 7, 2007, Fitch Ratings assigned its BB+ rating to GOL
Intelligent Airlines' senior unsecured debt.


GOLDEN KNIGHT: Moody's Rates $13 Mil. Class E Junior Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Golden Knight II CLO, Ltd.:

   * Aaa to the $292,500,000 Class A First Priority Senior
     Floating Rate Notes Due 2019;

   * Aa2 to the $40,000,000 Class B Second Priority Senior
     Floating Rate Notes Due 2019;

   * A2 to the $18,250,000 Class C Third Priority Senior
     Subordinate Deferrable Interest Floating Rate Notes Due 2019;

   * Baa2 to the $14,000,000 Class D Fourth Priority Subordinate
     Deferrable Interest Floating Rate Notes Due 2019; and

   * Ba2 to the $13,000,000 Class E Fifth Priority Junior
     Subordinate Deferrable Interest Floating Rate Notes Due 2019.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

Lord, Abbett & Co. LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


GOODYEAR TIRE: Moody's Puts Low-B Ratings on $2.7 Billion Loans
---------------------------------------------------------------
Moody's Investors Service affirmed Goodyear Tire & Rubber
Company's Corporate Family Rating of B1 but raised the outlook to
positive.

In addition, a Ba1 rating was assigned to Goodyear's new
$1.5 billion first lien revolving credit facility and a Ba2 rating
was assigned to the company's new $1.2 billion second lien term
loan.  At the same time, a Ba1 rating was assigned to Goodyear
Dunlop Tyres Europe's new first lien credit facilities for
EUR505 million (approximately $650 million).  The Speculative
Grade Liquidity rating of SGL-2 was also affirmed .  Amounts being
refinanced are identical to current facilities, relative
priorities are unchanged, but maturity profiles have been extended
under improved terms.

Accordingly, the composition of the company's capital structure
and the impact on respective recovery expectations are essentially
unchanged.

Goodyear is amending, restating and extending the maturity of its
$1.5 billion first lien revolving credit facility.  The facility
will have a maturity in April 2013 compared to the current 2010.
The facility will continue as an asset backed arrangement with
first liens over the parent's and its guaranteeing subsidiaries
current assets, trademark and other intangibles, shareholdings in
subsidiaries and certain other assets.  

Similarly, Goodyear is also amending and restating the terms of
its $1.2 billion second lien term loan whose new maturity will be
April 2014 compared to the current April 2010.  The restated
facility will have an option to include a Luxembourg or a Canadian
subsidiary as borrowers under a Goodyear guarantee.  The term loan
will continue with a second priority lien over the collateral
package pledged to the domestic revolving credit facility and
up-streamed North American subsidiary guarantees.

GDTE is also amending, restating and extending the maturities of
its bank credit facilities.  These currently consist of
EUR350 million of revolving credit facilities and a term loan to
its German subsidiary of EUR155 million.  

The new facilities will consist of a EUR350 million revolving
credit facility available to GDTE and several of its subsidiaries
and a separate EUR155 million revolving credit facility to a
German subsidiary.  The facilities continue with their respective
first lien collateral packages and cross-guarantees as in the
current arrangements.  The new maturity will be April 2012.  An
unsecured guarantee from Goodyear will also remain in place.

The B1 Corporate Family Rating recognizes strong scores for
several factors in Moody's Automotive Supplier Methodology.  These
include the company's substantial scale, global brands with
refreshed product offerings, leading market share, diversified
geographic markets, lengthened debt maturities and continuing
solid liquidity profile.  Scores for those qualitative attributes
would normally track to a higher Corporate Family rating.  

However, the B1 rating also considers Goodyear's substantial
leverage, low EBIT returns and weak coverage ratios, which were
affected by the recent strike in North America as well as
un-recouped raw material costs and weak replacement tire demand in
that region.  Scores from these factors counter qualitative
strengths and position the overall rating in the high B category.

Nonetheless, debt levels should crest during 2007 and leverage
measurements should begin to decline as savings are realized from
an improved cost structure, rationalized manufacturing footprint,
pricing actions, and ultimate recovery in unit demand in the
critical North American tire market.  

The pending sale of its Engineered Products business for
$1.475 billion could also provide substantial capacity for the
company's pension contributions and potential contributions to a
VEBA trust, which would address union retirement health care
liabilities.

"The change in outlook reflects several positive trends which
should develop over the intermediate term" said Ed Wiest, VP and
Senior Analyst at Moody's.

"Among these are resumption of modest growth in replacement tire
demand in select North American markets, improved cost structure
and operating flexibility in the region following resolution of
its labor contract, and higher global utilization rates in its
manufacturing footprint over the next 12 months as rationalization
efforts are completed."

In addition, Goodyear should benefit from healthier margin
realization upon pricing actions, introduction of new tire models,
and moderation in raw material costs.  The company may fund up to
$1 billion into a VEBA structure for its post retirement
obligations to hourly employees in the United States in 2007.
Additionally, it is likely the peak in pension funding
requirements will occur in 2007 with significant declines
occurring in subsequent years.  

Accordingly, Moody's would expect Goodyear's debt burden to be
lower by the end of the coming year.  Stronger coverage ratios and
free cash flow metrics should emerge in the second half of 2007.

The Speculative Grade Liquidity rating of SGL-2 liquidity rating,
designating good liquidity over the coming year, reflects
significant internal and external resources as well as increased
flexibility in financial covenants under the refinanced bank
obligations.  Although Goodyear will incur meaningful working
capital requirements as production levels recover following the
labor settlement in North America, and it may need to fund up to
$1 billion into a VEBA for retirement health care liabilities for
its USW employees as well as $700-$750 million of global pension
contributions, the company finished 2006 with roughly $2.8 billion
in un-restricted cash pro forma for repayments under its domestic
and GDTE's German revolving credit facilities in early January.

The report of an agreement to sell its Engineered Products
business for $1.475 billion may also add substantial liquidity in
the coming year.  Upon closing of the new facilities, Goodyear
would have roughly $1.0 billion of unused and available capacity
under its domestic revolving credit facility and the majority of
the European revolving credit facilities.  Going forward, Goodyear
will have improved covenant flexibility.

The Ba1, LGD1, 4% rating assigned to the new first lien revolving
credit facility at Goodyear incorporates the benefits of its first
priority liens over substantial collateral as well as the sizable
amount of liabilities junior to its claims.

The Ba2, LGD2, 20% rating assigned to the new second lien term
loan results from its second priority claims against the identical
collateral package as well as the level of junior capital beneath
it.  The higher rating and improved recovery on the second lien
facility compared to the current second lien term loan reflects a
reassessment of its collateral position which, in turn, yielded a
lower modeled deficiency claim.  The Ba1, LGD1, 4% rating assigned
to the European facilities of GDTE recognizes the benefits of
liens over substantially all tangible and intangible assets in the
borrowing and guaranteeing group of GDTE entities.

Ratings assigned:

   * Goodyear Tire & Rubber Company

      -- $1.5 billion first lien revolving credit facility, Ba1,
         LGD1, 4%

      -- $1.2 billion second lien term loan, Ba2, LGD2, 20%

   * Goodyear Dunlop Tyres Europe B.V. and certain subsidiaries

      -- EUR505 million of first lien revolving credit facilities,
         Ba1, LGD1, 4%

Ratings changed:

   * Goodyear Tire & Rubber Company

      -- Outlook, to positive from stable

Ratings affirmed and applicable Loss Given Default Assessments:

   * Goodyear Tire & Rubber Company

      -- Corporate Family Rating, B1

      -- Probability of Default, B1

      -- third lien secured term loan, B2 with LGD assessment
         changed to LGD4, 59% from LGD4, 63%

      -- 11% senior secured notes, B2 with LGD assessment changed
         to LGD4, 59% from LGD4, 63%

      -- floating rate senior secured notes, B2 with LGD
         assessment changed to LGD4, 59% from LGD4, 63%

      -- 9% senior notes, B2 with LGD assessment changed to LGD4,
         59% from LGD4, 63%

      -- 8 5/8 % senior unsecured notes due 2011, B2 with LGD
         assessment changed to LGD4, 59% from LGD4, 63%

      -- floating rate unsecured note due 2009, B2 with LGD
         assessment changed to LGD4, 59% from LGD4, 63%

      -- 6 3/8% senior notes, B3, LGD6, 94%

      -- 7 6/7% senior notes, B3, LGD6, 94%

      -- 7% senior notes, B3, LGD6, 94%

      -- senior unsecured convertible notes, B3, LGD6, 94%

Speculative Grade Liquidity rating, SGL-2

The last rating action was on Jan. 10, 2007, at which time
Goodyear and GDTE ratings were affirmed and the outlook was
changed to stable from negative.  Upon closing of the new
facilities, ratings on Goodyear's existing first and second lien
facilities will be withdrawn as will the ratings on GDTE's
existing bank credit facilities.

Goodyear Tire & Rubber Company, based in Akron, Ohio, is one of
the world's largest tire companies with more than 90 facilities in
28 countries around the world.  Products include tires, engineered
rubber products, and chemicals.  Revenues in 2006 were
approximately $20.3 billion.


GRACEWAY PHARMA: Moody's Junks Rating on Proposed $330 Mil. Debt
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Graceway Pharmaceuticals, LLC to B2 from B1.  

At the same time, Moody's assigned a Ba3 rating to Graceway's
proposed new $600 million senior secured first lien facility and a
Caa1 rating to its proposed new $330 million senior secured second
lien facility.  Moody's has not assigned a rating to Graceway's
proposed new senior unsecured mezzanine term loan of $120 million.
The rating outlook remains stable.

The downgrade primarily reflects incremental financial risk not
previously anticipated by Moody's.  The recapitalization strategy
also includes the retirement of Graceway's preferred stock units.

At the conclusion of Graceway's recapitalization, Moody's
anticipates withdrawing the ratings on Graceway's existing credit
agreements.

Graceway's B2 Corporate Family Rating reflects high financial
leverage, significant product concentration risk, the company's
reliance on life cycle management strategies, a potential
near-term launch of a direct branded competitor to Aldara, and
some anticipation of acquisitions to diversify and bolster its
product portfolio.  According to the Moody's Global Pharmaceutical
Rating Methodology, Graceway has below-average scores in size and
scale, product concentration risk, and cash coverage of debt.

The stable rating outlook reflects Moody's expectation that
Graceway's overhead cost structure has been reasonably estimated,
that positive sales trends will continue for its core products,
and that any incremental debt associated with product acquisitions
will be offset by positive earnings and cash flow from the target.

Ratings downgraded:

   -- Corporate Family Rating to B2 from B1
   -- Probability of Default Rating to B2 from B1

Ratings assigned:

   -- Ba3, LGD2, 27% first lien senior secured Term Loan of
      $600 million due 2012

   -- Ba3, LGD2, 27% first lien senior secured revolving credit
      facility of $30 million due 2012

   -- Caa1 second lien senior secured credit facility of
      $330 million due 2013, LGD5, 78%

Ratings expected to be withdrawn at the conclusion of the
recapitalization:

   -- Ba3, LGD3, 35% first lien senior secured Term Loan of $500
      million due 2011

   -- Ba3, LGD3, 35% first lien senior secured revolving credit
      facility of $30 million due 2011

   -- B3 second lien senior secured Term Loan of $210 million due
      2012, LGD5, 88%

Headquartered in Bristol, Tennessee, Graceway Pharmaceuticals, LLC
is a specialty pharmaceutical company focused on the dermatology,
respiratory, and women's health markets.


GRACEWAY PHARMA: S&P Rates $330 Million Senior Loan at B-
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Graceway Pharmaceuticals LLC and revised its
outlook on the company to negative from stable.

Standard & Poor's also assigned Graceway's $630 million first-lien
credit facility maturing 2012, consisting of a $30 million evolver
and a $600 million term loan B, a 'BB-' senior secured debt rating
and recovery rating of '1', indicating the expectation of full
recovery of principal in the event of a payment default.  

The loan rating is rated one notch higher than the corporate
credit rating.  Graceway's $330 million senior secured second-lien
term loan was assigned a 'B-' loan rating with a recovery rating
of '4', indicating the expectation of marginal recovery of
principal in the event of a payment default.   

"The rating actions reflect Graceway's use of proceeds from the
new senior secured credit facility, as well as $120 million in new
mezzanine debt, to refinance existing debt and fund a $300 million
dividend to sponsors," said Standard & Poor's credit analyst
Arthur Wong.

"We believe that the company has exhibited a financial
aggressiveness, highlighted by the funding of such a significant
dividend so soon after the acquisition, that we did not factor
into the original stable outlook.  This is especially a concern
given our expectations that Graceway will be acquisitive over the
intermediate term," Mr. Wong continued.

The ratings on Bristol, Tennessee-based specialty pharmaceutical
company Graceway reflect the company's limited size, heavy
reliance on one niche product and substantial debt leverage.  
These factors are partially offset by the company's expected solid
free cash flows.

The outlook is negative.

The $300 million debt-financed dividend does not leave much
cushion at the current ratings level for the company to conduct
large product acquisitions.  Standard & Poor's expects future
product acquisitions will be funded with a large component of
equity.  In the meantime, Graceway will have to execute on its
sales plan. With EBITDA margins of over 50%, a sales shortfall may
lead to significant negative swings in earnings and cash flows.
The ratings will be lowered should debt to EBITDA surpass 7x due
to a dropoff in EBITDA or significant increase in debt.  The
outlook will likely be revised to stable should Graceway execute
on its sales plans and fund future large product acquisitions with
a significant equity component.


GREENWICH CAPITAL: Moody's Holds Ba1 Rating on Class N-HEI Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 14 classes of Greenwich Capital Commercial
Funding Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-FL3:

   -- Class A1, $110,127,974, Floating, affirmed at Aaa
   -- Class A2, $101,231,180, Floating, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class B, $14,299,000, Floating, affirmed at Aaa
   -- Class C, $16,221,000, Floating, upgraded to Aaa from Aa1
   -- Class G-AON, $3,770,000, Floating, affirmed at A3
   -- Class H-AON, $3,750,000, Floating, affirmed at Baa1
   -- Class K-AON, $4,450,000, Floating, affirmed at Baa2
   -- Class M-AON, $4,430,000, Floating, affirmed at Baa3
   -- Class M-HJ, $3,300,000, Floating, affirmed at Baa3
   -- Class H-LH, $5,904,000, Floating, affirmed at Baa1
   -- Class K-LH, $3,946,500, Floating, affirmed at Baa2
   -- Class M-LH, $3,969,500, Floating, affirmed at Baa3
   -- Class M-HEI, $1,700,000, Floating, affirmed at Baa3
   -- Class N-HEI, $1,093,926, Floating, affirmed at Ba1

The Certificates are collateralized by eight senior mortgage loan
participations.  As of the March 7, 2007, distribution date, the
transaction's aggregate certificate balance has decreased by
approximately 49.0% to $679.5 million from $1.3 billion at
securitization as a result of the payoff of six loans initially in
the pool.  The remaining loans range in size from 2.5% to 30.1% of
the pool.

Moody's is upgrading Class C due to increased credit support from
the loan payoffs as well as stable pool performance.

The PDG Portfolio Loan at $104.8 million (30.1%) is supported by
12 anchored shopping centers containing approximately 1.6 million
square feet of rentable area.  Eleven of the centers are located
in the Phoenix area while one is located in Tucson, Arizona.  

As of September 2006 occupancy was 86.9%, compared to 82.9% at
securitization.  The loan sponsors are repositioning and
renovating the portfolio.  Moody's current net cash flow and loan
to value ratio are $15.2 million and 60.9%, respectively, the same
as at securitization.  Moody's current shadow rating is Baa3, the
same as at securitization.

The Aon Center Loan at $68.6 million (19.7%) is supported by a
Class A office building located in the central business district
of Los Angeles, California.  Major tenants include AON Risk
Services and Wells Fargo Bank, N.A.  Occupancy as of December 2006
was 81.5%, compared to 78.0% at securitization.  The loan sponsor
is Broadway Real Estate Partners LLC.  Moody's current net cash
flow and LTV are $12.0 million and 48.5%, respectively, the same
as at securitization.  Moody's current shadow rating is A2, the
same as at securitization.  Non-pooled classes G-AON, H-AON, K-AON
and M-AON are secured solely by the Aon Center Loan.

The Hyatt Regency Jacksonville Loan at $50.0 million (14.4%) is
supported by a 966-room full service hotel located in
Jacksonville, Florida.  The hotel is undergoing a $15.0 million
renovation which has impaired performance in the short term but
which should improve performance in the long term.  Performance
for calendar year 2006 has improved over calendar year 2005.  The
loan sponsors are Longwing Real Estate Ventures LLC and Oxford
Lodging.  Moody's current shadow rating is Baa2, the same as at
securitization.  Non-pooled Class M-HJ is secured solely by the
Hyatt Regency Jacksonville Loan.

The Carroll Gardens Loan at $40.7 million (11.7%) is supported by
a 184-unit condominium conversion property located in the Carroll
Gardens submarket of Brooklyn, New York.  Thirty-three units have
sold since securitization with an additional 10 units under
contract.  Unit sales have slowed considerably since
securitization.  The loan sponsors are Metropolitan Housing
Partners, The Dermot Co. Inc. and Apollo Real Estate Advisors.
Moody's current shadow rating is Ba3, compared to Baa3 at
securitization.

The Lowell Hotel Loan at $30.0 million (8.6%) is secured by a
70-room luxury hotel located in New York City.  RevPAR and net
cash flow for the first 11 months of 2006 has declined from the
same period in 2005 although the property is currently undergoing
a $6.0 million renovation.  Moody's anticipates that performance
will improve to expected levels after completion of the
renovation.  The loan sponsors are Nabil and Fouad Chartouni.
Moody's current shadow rating is A3, the same as at
securitization.  Non-pooled Classes H-LH, K-LH and M-LH are
secured solely by the Lowell Hotel Loan.

The HEI Portfolio Loan at $23.7 million (6.8%) is secured by two
full service hotels - the 233-room Renaissance Ft. Lauderdale and
the 221-room Hilton Indianapolis.  Collateral performance for
calendar year 2006 met Moody's expectations.  The loan sponsor is
HEI Hospitality Fund.  Moody's current shadow rating is Baa2, the
same as at securitization.  Non-pooled Classes M-HEI and N-HEI are
secured solely by the HEI Portfolio Loan.

The Azzurra 3 Loan at $8.7 million (2.5%) is supported by a
450-unit condominium conversion loan located in Marina del Ray,
California.  Renovation is complete and 355 units have been sold
since securitization.  An additional six units are under contract.
The loan sponsor is Colony Capital LLC.  Moody's current shadow
rating is A3, compared to Baa3 at securitization.


HEALTH FACILITIES: A.M. Best Says Financial Strength is Weak
------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of C (Weak)
and an issuer credit rating of "ccc" to Health Facilities
Insurance Corporation, Ltd. of Hamilton, Bermuda.

Concurrently, A.M. Best has affirmed the FSR of B (Fair) and
assigned an ICR of "bb" to Campmed Casualty & Indemnity Company,
Inc. of Maryland of Brunswick, Maryland, an affiliate of HFIC.  
The outlook for all ratings is stable.

The ratings assigned to HFIC reflect the company's weak
capitalization exhibited by its highly elevated underwriting
leverage measures, significant risk tolerance (relative to
capital) and limited business scope, which is solely dependent on
CampMed as its sole source of revenue.

HFIC acts solely as a reinsurer of CampMed and provides quota
share coverage of 25% on a $500,000 limit.  HFIC also has 29%
participation on excess of loss coverage, the first layer being
$500,000 excess, $500,000 with a $3 million annual reinsured limit
on policies with $500,000 limits, and the second layer being $1
million excess, $1 million with a $2 million annual reinsured
limit on policies with $1 million limits.

As a reinsurer of CampMed, HFIC's operating results have been
favorable.  However, surplus generation has been minimized by the
establishment of contingency reserves and return of capital to the
parent holding company.  HFIC's rating outlook assumes no material
changes to the company's business strategy, operating earnings and
capitalization.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


ITHAKA ACQUISITION: Going Concern Raised Due to Likely Liquidation
------------------------------------------------------------------
Goldstein, Golub, Kessler LLP raised substantial doubt about
Ithaka Acquisition Corp.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.  The auditor pointed to the
company's likely mandatory liquidation by Aug. 23, 2007, if a
business combination is not consummated.

                           Alsius Merger

On Oct. 3, 2006, the company entered into an Agreement and Plan of
Merger with Alsius Corp. and certain of Alsius' shareholders.  On
Oct. 2, 2006, the company formed a wholly owned subsidiary, Ithaka
Sub Acquisition Corp., to effectuate the transactions contemplated
by the Agreement.  Alsius will be the surviving corporation in the
Merger, becoming the company's wholly owned subsidiary.

The company expects that merger will be consummated shortly after
its stockholders' special meeting to approve the transaction.  The
date of this meeting is still to be determined but the company
expects to hold it early in the second quarter of 2007.

The company's Certificate of Incorporation, as amended, provides
for mandatory liquidation of the company in the event that it does
not consummate a Business Combination within 18 months from the
date of the consummation of the Offering, or 24 months from the
consummation of the Offering if certain extension criteria have
been satisfied.

                          2006 Financials

For the year ended Dec. 31, 2006, Ithaka Acquisition had a net
income of $206,631 on zero revenue, as compared with a net income
of $165,779 on zero revenue for the period from the company's
inception on April 4, 2006, to Dec. 31, 2005.

The company's balance sheet at Dec. 31, 2006, showed total assets
of $49,757,373, total liabilities of $10,432,249, and total
stockholders' equity of $39,325,124.  

                        About Alsius Corp.

Alsius Corp. is a privately owned commercial-stage medical device
company that develops, manufactures and sells products that
control patient temperatures in hospital critical care settings.  
Alsius markets its products to acute-care hospitals and critical
care physicians through its direct sales force in the U.S. and
independent distributors in international markets.  

It has FDA clearance to market its products in the U.S. for fever
control in certain neuro-intensive care patients and temperature
management in cardiac and neurosurgery patients, and is exploring
ways to obtain clearance for cardiac arrest.  It has broader
clearance to market its products in Europe, Canada and Australia
than in the U.S., including clearance for cardiac arrest, and is
in the process of obtaining clearances to sell its products in
China, Japan and other Asian countries.

                     About Ithaka Acquisition

Located in Miami, Florida, Ithaka Acquisition Corp. (OTC BB: ITHK)
-- http://www.ithakacorp.com/-- is a blank check company formed  
on April 4, 2005, to effect a merger, capital stock exchange,
asset acquisition or other similar business combination with an
operating business in the healthcare industry.


JOCKS & JILLS: Case Summary & 142 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jocks & Jills Restaurants, L.L.C.
        Suite 1500 400 Colony Square
        1201 Peachtree Street
        Atlanta, GA 30361

Bankruptcy Case No.: 07-64355

Debtor-affiliates filing separate chapter 11 petitions on
March 19, 2007:

      Entity                                   Case No.
      ------                                   --------
      Jocks & Jills Restaurants, LLC           07-64355
      Jocks & Jills Charlotte, Inc.            07-64356
      Jocks & Jills CNN, Inc.                  07-64358
      Jocks & Jills Duluth, Inc.               07-64360
      Jocks & Jills Galleria, Inc.             07-64363
      Jocks & Jills Prado, Inc.                07-64365
      Jocks & Jills, Inc.                      07-64367
      Divine Events Transportation, Inc.       07-64369
      Divine Events Catering, Inc.             07-64370

Debtor-affiliate filing separate chapter 11 petition on
March 27, 2007:

      Entity                                   Case No.
      ------                                   --------
      Jocks & Jills Norcross, Inc.             07-64368

Type of Business: The Debtors own and operate a chain of
                  casual sports-themed restaurants.  
                  See http://www.jocksandjills.com/

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, P.A.
                  Suitte 550 3343 Peachtree Road Northeast
                  Atlanta, GA 30326
                  Tel: (404) 262-7373

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

A. Jocks & Jills Restaurants, LLC's 20 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                civil judgment      $1,050,000
37 Picketts Forge Drive          in USDC civil
Acworth, GA 30101                action file no.
                                 1:00-cv-3417-JOF

Frank Thomas                                           $500,000
3101 Towercreek Parkway
Suite 560
Atlanta, GA 30339

Joe Atkinson                                           $489,965
1100 Riverbend Club Drive
Atlanta, GA 30339

Janet Mertz                                            $250,000
3348 Peachtree Road Northeast
Suite 500
Atlanta, GA 30326

Sana S. Thomas                                         $250,000
3101 Towercreek Parkway
Suite 500
Atlanta, GA 30339

Ted W. Gibson                                          $150,000

Shanaz Rastegar                                        $100,000

Dara Rastegar                                          $100,000

Lela Brown                                             $100,000

E.W. Brown Jr.                                         $100,000

Javelin Southeast Inc.                                  $50,000

W. Bradford Kacher                                      $50,000

Mel Vukas                                               $50,000

Wells Fargo                      business credit        $40,319
                                 Card

Holman and Company                                      $15,970

Blue Cross Blue Shield           group insurance        $11,857
of Georgia

Copy Cat Printing                                        $1,615

Slaughter & Virgin                                       $1,422

Citysearch                                               $1,310

Bell South                                                 $901

B. Jocks & Jills Charlotte, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                      $43,398
7950 Spence Road
Fairburn, GA 30213

Duke Energy                                              $3,047
P.O. Box 1090
Charlotte, NC 28201

Alsco                                                    $1,962

Mecklenberg County                                       $1,818

Trinity Mech. Systems                                    $1,654

City of Charlotte - Water & Sewerage                       $790

Allied Waste                                               $571

Public Storage                                             $407

The Brickman Group                                         $375

Knight Cleaning                                            $300

Ecolab                                                     $291

Citysearch                                                 $280

Ecolab Pest                                                $214

NuCo2                                                      $138

Payphone Partners                                          $130

Earthlink                                                  $104

MJM Sports                                                  $95

Facilitec                                                   $92

Sedgefield Interiors                                        $90

C. Jocks & Jills CNN, Inc.'s Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                     $132,781
7950 Spence Road
Fairburn, GA 30213

Grime Busters                                            $1,710
3283 La Ventura Drive
Atlanta, GA 30341

Classic Commercial Services                                $410

Sparkling Image                                            $195

Everclear Enterprises                                      $150

The Blade-Smith, LLC                                       $104

Training Institute                                          $50

Humitech                                                    $30

D. Jocks & Jills Duluth, Inc.'s 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------

Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive          
Acworth, GA 30101                
                                 
U.S. Foods Service                                      $36,932
7950 Spence Road
Fairburn, GA 30213

Georgia Power                                            $3,941
11675 Wills Road
Alpharetta, GA 30004

MX Energy                                                $2,370

Fulton County                                            $1,398

Alsco                                                    $1,218

Comcast                                                    $849

Universal Entertainment                                    $450

Waste Management/Atl North                                 $380

Ackerman Security                                          $228

ADP, Inc.                                                  $212

Sparkling Image                                            $212

Real Clean                                                 $200

Steritech                                                  $180

The Blade-Smith, L.L.C.                                    $116

Ecolab                                                     $111

Cintas                                                     $108

Cecil, Inc.                                                $102

Humitech                                                    $60

E. Jocks & Jills Galleria, Inc.'s 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive          
Acworth, GA 30101                
                                 
U.S. Foods Service                                      $48,807
7950 Spence Road
Fairburn, GA 30213

MX Energy                                                $1,929
P.O. Box 4911
Houston, TX 77210-4911

ADP, Inc.                                                $1,289

Retail Data Systems                                      $1,059

Industrial Stearn Cleaning/Atl                             $328

Steritech                                                  $258

The Blade-Smith, L.L.C.                                     $98

Customer Security Services                                  $60

Humitech                                                    $60

Sunshine Window Cleaning                                    $35

F. Jocks & Jills Prado, Inc.'s 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive          
Acworth, GA 30101                
                                 
U.S. Foods Service                                      $61,968
7950 Spence Road
Fairburn, GA 30213

Retail Data Systems                                      $4,279
1341 Capital Circle South
Suite E
Marietta, GA 30067

MX Energy                                                $1,853

Comcast                                                  $1,010

DirecTV                                                    $387

NuCo2                                                      $273

Apex                                                       $135

Sign A Rama                                                $130

United Draft Services                                      $100

Ecolab                                                      $76

G. Jocks & Jills Inc.'s 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive          
Acworth, GA 30101                
                                 
U.S. Foods Service                                      $38,959
7950 Spence Road
Fairburn, GA 30213

Georgia Power Company           #79438-71008             $3,520
805-BRD Abernathy Boulevard     ($1,071); #04678-
Atlanta, GA 30310               7200($398); #04888-
                                7200($1,535);
                                #46888-72008(515)

MX Energy                                                $1,757

Retail Data Systems                                      $1,038

United Waste Service                                       $618

Comcast                                                    $366

City of Atlanta                                            $351

Infinite Energy, Inc.                                      $328

Apex                                                       $195

Sparkling Image                                            $160

NuCo2                                                      $142

Ecolab                                                      $76

The Blade-Smith, L.L.C.                                     $71

Steritech                                                   $56

Humitech                                                    $50

H. Divine Events Transportation, Inc.'s Largest Unsecured
   Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

I. Divine Events Catering, Inc.'s 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                                    $1,050,000
37 Picketts Forge Drive
Acworth, GA 30101

U.S. Foods Service                                      $27,774
7950 Spence Road
Fairburn, GA 30213

Georgia Power Company                                    $2,123
6317 Peachtree Industrial Boulevard
Atlanta, GA 30360

MX Energy Natural Gas                                      $898

Retail Data Systems                                        $550

Concit Carpet Care                                         $389

Dekalb County Government                                   $370

Apex                                                       $300

Ecolab                                                     $190

ADP                                                        $125

Allgood Pest Solutions                                     $115

DirecTV, Inc.                                              $103

The Cleaning Authority                                      $82

Sunshine Window Cleaning                                    $60

Ackerman Security Systems                                   $57

J. Jocks & Jills Norcross, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tracey L. Tomczyk                civil judgment      $1,050,000
37 Picketts Forge Drive          
Acworth, GA 30101                
                                 
U.S. Foods Service                                      $52,571
7950 Spence Road
Fairburn, GA 30213

Georgia Power Company           #79438-71008             $5,123
805-BRD Abernathy Boulevard     ($1,071); #04678-
Atlanta, GA 30310               7200($398); #04888-
                                7200($1,535);
                                #46888-72008(515)

MX Energy                                                $1,976

Hall's Produce                                           $1,610

Gwinnett County Dept. Water                              $1,385
Resource

Buckhead Beef                                              $835

Eagle Rock                                                 $771

Comcast                                                    $717

United Distributors                                        $710

Southern Pier Seafood Co.                                  $667

Alsco                                                      $657

Alejandra Sanchez                                          $600

Advanced Disposal                                          $503

Engelman's Bakery                                          $455

Restaurant Technologies, Inc.                              $437

National Distributing                                      $423

Classic Commercial Services                                $399

Northeast Sales                                            $396

DirecTV                                                    $365


LEAR CORP: Solicitation Period for Alternative Proposals Expires
----------------------------------------------------------------
Lear Corporation disclosed that the solicitation period under its
merger agreement with American Real Estate Partners, L.P., an
affiliate of Carl C. Icahn, has expired, without Lear Corp. having
received an acquisition proposal from another party.  As permitted
by the merger agreement, Lear will continue on-going discussions
with certain parties who had expressed an interest in exploring a
possible acquisition proposal prior to the expiration of the
solicitation period.  No assurance can be given that
such discussions will result in an alternative acquisition
proposal.

In addition, Lear Corp. was notified that the waiting period under
the Hart-Scott-Rodino Antitrust Improvement Act for the review of
the proposed merger with AREP has expired.

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior  
systems and components.  Lear provides complete seat systems,
electronic products, electrical distribution systems, and other
interior products.  The company has 104,000 employees at 275
locations in 33 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service placed the long-term ratings of Lear
Corporation, corporate family rating at B2, under review for
possible downgrade.  The company's speculative grade liquidity
rating of SGL-2 was affirmed.


LEASE INVESTMENT: Moody's Reviews Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade its ratings on seven classes of notes issued by Lease
Investment Flight Trust.

These are the rating actions:

   * Lease Investment Flight Trust, Series 2001-1

      -- Class A-1 Floating Rate Notes due July 15, 2031, rated
         Baa2, on review for possible downgrade;

      -- Class A-2 Floating Rate Notes due July 15, 2031, rated
         Baa2, on review for possible downgrade;

      -- Class A-3 Floating Rate Notes due July 15, 2016, rated
         Baa1, on review for possible downgrade;

      -- Class B-1 Floating Rate Notes due July 15, 2031, rated
         B3, on review for possible downgrade;

      -- Class B-2 Fixed Rate Notes due July 15, 2031, rated B3,
         on review for possible downgrade;

      -- Class C-1 Floating Rate Notes due July 15, 2031, rated
         Caa3, on review for possible downgrade; and

      -- Class C-2 Fixed Rate Notes due July 15, 2031, rated Caa3,
         on review for possible downgrade.

LIFT has seen steady depletion of its deal reserves over the past
two years, a process which has been accelerated by fleet expenses
in certain periods.  In March, due to expenses, the Third
Collection Top-Up account, which supported payments of Class B
Minimum Principal and Class C Interest, was fully depleted, and no
payments were made at these points in the waterfall.

Also during March, the Second Collection Top-Up account, which
supports payments of Class A Minimum Principal and Class B
interest, was reduced from $20 million to $16.2 million.  The
Second Collection Top-Up account is likely to eventually be
exhausted; timing will depend in part on future expenses.

Moody's review will focus on the current status of the LIFT fleet,
expected portfolio income and expenses, and the level of remaining
reserves available to provide structural support to noteholders.


LENOX GROUP: Inks $275 Million Commitment Letter with UBS
---------------------------------------------------------
Lenox Group Inc. has entered into a commitment letter with
UBS Loan Finance LLC and UBS Securities LLC for two new credit
facilities in an aggregate amount of $275 million.

The company intends using the proceeds of the UBS facilities to
refinance its existing revolving credit and term loan facilities
-- approximately $106.1 million as of March 23, 2007 -- and to
fund its working capital requirements.

The company expects the closing on the new facilities before
April 30, 2007.

"We are pleased to be able to put this loan agreement in place
on terms that will provide the Company with greater flexibility
to finance its ongoing operations," Interim Chief Executive
Officer Marc L. Pfefferle said.  

"We are also making progress on a number of critical fronts to
improve our operations, business opportunities and financial
performance.  This commitment letter, in combination with our new
business plan, puts us closer to establishing a more stable
financial platform for the company's growth and sustained
profitability," Mr. Pfefferle added.

"We have already begun taking significant actions to restructure
the business, including refining our brand strategies, developing
a new strategic plan for D56, reducing our work force and
implementing other improvements and efficiency initiatives at our
fine bone china manufacturing facility in Kinston, NC.  We have
also been improving sourcing performance, consolidating our
Rogers, MN warehouse operations into our distribution center
in Hagerstown, MD, and developing a plan for integrating and
simplifying our IT platforms.

"Going forward, we have and will continue to identify ways to
enhance efficiency and take expense out of the business as we
implement a brand-focused organizational structure to support
future top line growth.  I believe Lenox Group and its brands are
on the way to delivering value for all of our shareholders."

                         About Lenox Group

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX)
was formed on Sept. 1, 2005, when Department 56 Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal, and giftware
products.  The company sells its products through wholesale
customers who operate gift, specialty and department store
locations in the United States and Canada, company-operated retail
stores, and direct-to-the-consumer through catalogs, direct mail,
and the Internet.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2007,
Deloitte & Touche, LLP, in Minneapolis, Minnesota, raised
substantial doubt about Lenox Group Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditor pointed to the company's difficulties in meeting its
loan agreement covenants and financing needs.


LENNAR CORP: Fiscal First Quarter Net Income Lowers to $68.62 Mil.
------------------------------------------------------------------
Lennar Corp. reported results for the first quarter ended Feb. 28,
2007, with $68.62 million of net income, as compared with
$258.05 million of net income in the prior year period.  

Highlights for the current quarter were:

     -- total revenues of $2.79 billion, down from $3.24 billion
        during the same quarter of the previous year;

     -- home building operating earnings of $139.97 million, down
        from $450.87 million during the same quarter a year ago;

     -- financial services operating earnings of $15.86 million,
        up $5.24 million, from $10.62 million for the same quarter
        a year earlier;

     -- home building debt decreased to $2.58 billion from
        $3.12 billion during the same period a year ago;

     -- new orders of 7,132 homes, down from 9,793 orders for the
        same period a year earlier.

At Feb. 28, 2007, the company had $5.77 billion in total
stockholders equity as compared with $5.55 billion equity at
Feb. 28, 2006.

"The housing market continues to demonstrate overall weakness.
While some markets are performing better than others, the
typically stronger spring selling season has not yet materialized.
These soft market conditions have been exacerbated by the well-
publicized problems in the subprime lending market," Lennar
President and Chief Executive Officer Stuart Miller said.

"As weak market conditions have persisted, we have continued to
focus on our 'balance sheet first' strategy.  Since early 2006, we
have focused on fortifying our balance sheet by carefully managing
inventory levels (converting both land and home inventory to cash)
and significantly reducing land purchases and starts.  
Concurrently, we have adjusted our land assets where appropriate
while we have written-off option deposits and pre-acquisition
costs on land we no longer desire to close.

"Additionally, we completed the LandSource transaction this
quarter, further strengthening our balance sheet with the receipt
of approximately $700 million of cash during the quarter.  The
strong sponsorship of LandSource, coupled with the land
availability primarily created by builders walking away from
option deposits, positions us for new opportunities to purchase
favorably-priced, larger land parcels within LandSource.

"While we are primarily focused on fortifying our balance sheet,
we are concurrently focused on rebuilding our profit margins.
Given current market conditions, we are continuing to pursue cost
reductions, SG&A savings, product redesign and proper land pricing
in order to see margin improvement starting in the second half of
2007.  Until we see prices stabilize, however, we will not be able
to project the timing or the scope of margin recovery, or set
earnings goals for the company.

"We are very pleased that we ended our first quarter with our net
homebuilding debt to total capital at 28.6%.  Our strong balance
sheet will position us well for success as market conditions
recover.  In the interim, we will continue to manage our business
with day-by-day focus on maintaining a very low inventory balance
and a consistent pressure on reducing costs as we rebuild our
margins.

"Given the state of the market, we do not expect to achieve our
previously stated 2007 earnings goal, and we are not comfortable
providing a new earnings goal at this time.  Our company remains
focused on managing through this downturn with a balance sheet
first strategy, maintaining ample liquidity to position us well
for future opportunities," Mr. Miller, concluded.

                         About Lennar Corp.

Lennar Corporation (NYSE: LEN and LEN.B) -- http://www.lennar.com/  
-- founded in 1954, builds affordable, move-up and retirement
homes primarily under the Lennar name.  Lennar's Financial
Services segment provides primarily mortgage financing, title
insurance, and closing services for both buyers of the company's
homes and others.

                           *     *     *

Lennar Corp. carries Moody's Investors Service senior subordinated
debt rating at Ba1.


LENNOX INT'L: Reduces Outstanding Shares with A.O.C. Agreement
--------------------------------------------------------------
Lennox International Inc. has entered into an agreement with
A.O.C. Corporation under which it would acquire 2,695,770 shares
of Lennox common stock owned by A.O.C. in exchange for 2,239,589
newly issued Lennox' common shares.

The effect of this transaction would be to reduce the number of
outstanding shares of Lennox common stock by 456,181 shares, at
minimal cost to Lennox.
    
Thomas W. Booth, Stephen R. Booth, John W. Norris, III, and
Jeffery D. Storey, M.D., each a member of Lennox' Board of
Directors, well as other Lennox stockholders who are their
immediate family members, are, individually or through trust
arrangements, shareholders of A.O.C.

A.O.C.'s assets consist solely of 2,695,770 shares of our common
stock and cash.  Following this transfer, A.O.C. would liquidate
and distribute the newly issued Lennox stock to its shareholders.  
The transaction is subject to the satisfaction of certain
conditions, including the approval of Lennox's shareholders and
the receipt of a private letter ruling from the Internal Revenue
Service that the transaction would qualify as a tax-free
reorganization.
   
Lennox intends to seek stockholder approval for the issuance of
these shares at its 2007 Annual Meeting of Stockholders to be held
on May 17, 2007 and to file a preliminary proxy statement
regarding this proposal with the Securities and Exchange
Commission. Stockholders are advised to read the proxy statement
when it becomes available because it will contain important
information.
    
                           About Lennox

Based in Richardson, Texas, Lennox International, Inc. (NYSE: LII)
-- http://www.lennoxinternational.com/-- manufactures and markets   
a broad range of products for heating, ventilation, air
conditioning, and refrigeration (HVACR) markets, including
residential and commercial air conditioners, heat pumps, heating
and cooling systems, furnaces, prefabricated fireplaces, chillers,
condensing units, and coolers.  Lennox has solid positions in its
equipment markets, with well-established brand names, as well as
products spanning all price points.

                         *     *     *

Moody's Investors Service's assigned 'Ba2' on Lennox
International, Inc.'s LT Corporate Family rating and Probability
of Default.  The outlook is positive.

Standard & Poor's assigned 'BB-' on its LT foreign and Local
Issuer Credit rating.


LIBERTY UNION: A.M. Best Holds Rating and Says Outlook is Negative
------------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) and assigned an issuer credit rating of "bb" to Liberty
Union Life Assurance Company (Liberty Union) of Madison Heights,
Michigan.  The outlook has been revised to negative from stable.

The negative outlook reflects Liberty Union's very low risk-
adjusted capital position, negative underwriting income in 2006
and increasing competition in its core small group major medical
business in Michigan.  Prior to 2006, Liberty Union had regularly
reported underwriting gains.  The company relies upon the volatile
small group major medical business in Michigan for both premium
income and profits. A .M. Best also notes large managed care
companies have become more active in that market in recent years.

If Liberty Union's risk-adjusted capital position were to
deteriorate further, A.M. Best would likely downgrade its ratings.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


LIFE SCIENCES: Dec. 31 Balance Sheet Upside-Down by $5.1 Million
----------------------------------------------------------------
Life Sciences Research Inc.'s balance sheet at Dec. 31, 2006,  
showed $230.6 million in total assets and $235.7 million in total
liabilities, resulting in a $5.1 million total stockholders'
deficit.

The company reported a net loss of $14.9 million on revenues of
$192.2 million for the year ended Dec. 31, 2006, compared with net
income of $1.5 million on revenue of $172 million for the year
ended Dec. 31, 2005.

The growth in revenues reflects the increase in orders and,
consequently, backlog over the year, principally from the
pharmaceutical industry.  

Operating income decreased to $9.6 million in 2006 from operating
income of $21 million in 2005.  The decrease was mainly due to  
$7.7 million of warrant costs and $1 million of flotation expenses
associated with the listing of the company's shares on the NYSE
Arca and $1.8 million litigation and other expenses associated
with the Animal Rights campaign against the company.

The net loss of $14.9 million in 2006 was mainly due to the
decrease in operating income, the increase in net interest
expense, and the $20.7 million loss, net of income tax benefit of
$22.2 million, on deconsolidation of Alconbury Estates Inc. and
subsidiaries, related to the sale and leaseback of the company's
three operating facilities in Huntingdon and Eye, England and East
Millstone, New Jersey.  Alconbury is controlled by LSR's chairman
and chief executive officer, Andrew Baker.

The total consideration paid by Alconbury for the three properties
was $40 million, consisting of $30 million in cash and a five
year, $10 million variable rate subordinated promissory note,
which Alconbury paid in full on June 30, 2006, together with
accrued interest of $600,000.

Net interest expense increased to $12.6 million in 2006, from
net interest expense of $8 million in 2005.  This increase was due
to the additional principal being borrowed and the higher rates of
interest associated with the $70 million New Financing with a
third party lender.

Taxation benefit on losses for the year ended Dec. 31, 2006, was
$6.9 million compared to a taxation expense of $4.1 million for
the year ended Dec. 31, 2005.

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?1c54

                   About Life Sciences Research

With principal office at East Millstone, New Jersey, Life
Sciences Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/
-- is a global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States (the Princeton Research Center, New Jersey) and the
United Kingdom (Huntingdon and Eye, England).


LODGENET ENT: Launches Offer to Buy $200 Million of 9-1/2% Notes
----------------------------------------------------------------
LodgeNet Entertainment Corporation is offering to purchase for
cash any and all of its outstanding $200 million aggregate
principal amount of 9-1/2% Senior Subordinated Notes due 2013, on
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated March 26, 2007,
and the accompanying Letter of Transmittal and Consent.  

The company is also soliciting consents from holders of the Notes
to, among other things, eliminate the covenants in the indenture
under which the Notes were issued.  The tender offer and consent
solicitation is conducted with the company's pending acquisition
of Ascent Entertainment Group, Inc., the parent of On Command
Corporation.  The consent solicitation will expire on
April 9, 2007, unless earlier terminated or extended.  

The tender offer will expire on April 23, 2007, unless
terminated or extended.
    
The total consideration to be paid for each $1,000 in principal
amount of Notes validly tendered and accepted for purchase,
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and will be calculated
based on a fixed spread pricing formula.  

The total consideration will be determined on April 9, 2007 based,
in part, upon a fixed spread of 50 basis points over the yield on
the 4.875% U.S. Treasury Note due May 31, 2008.  The total
consideration includes a consent payment equal to $30.00 per
$1,000 in principal amount of Notes.  
    
To facilitate the funding of the Tender Offer, the company has
determined to increase the size of the term loan component of its
senior secured credit facilities it expects to enter into in
connection with the Acquisition.  

The term loan component of the senior credit facilities will
increase from $400 million to $625 million, of which $400 million
will be funded immediately in order to refinance the company's
existing credit facility and to fund the Acquisition.  The
remaining $225 million will be available as a delayed draw term
loan on or before April 27, 2007, for the funding of the Tender
Offer.  The closing of the senior secured credit facilities will
be subject to customary closing conditions.
    
Holders who validly tender their Notes by the Consent Time will be
eligible to receive the total consideration.  Holders who validly
tender their Notes after the Consent Time, but on or prior to the
Expiration Time, will be eligible to receive the total
consideration less the Consent Payment.  In either case, all
Holders who validly tender their Notes will receive accrued but
unpaid interest up to but not including the date of settlement.
    
Holders who tender their Notes must consent to the proposed
amendments.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Time, subject to limited
exceptions.  

The tender offer is subject to the satisfaction of certain
conditions, including receipt of consents sufficient to approve
the proposed amendments to the indenture, the increase in the term
loan component of the senior secured credit facilities, the
closing of the senior secured credit facilities transaction
and the closing of the Acquisition having occurred or occurring
substantially concurrent with the expiration of the Tender Offer
and certain other general conditions.
    
The proposed amendments to the Indenture for which consents are
solicited will be set forth in a supplemental indenture and are
described in more detail in the Offer Documents.  

The supplemental indenture will not be executed unless the company
has received consents from Holders of a majority in principal
amount of the Notes outstanding, and the amendments will not
become operative unless the company has accepted for purchase at
least a majority in principal amount of the Notes pursuant to the
Offer Documents.
    
Bear, Stearns & Co. Inc. and Credit Suisse Securities LLC are
acting as Dealer Managers for the tender offer and as the
Solicitation Agents for the consent solicitation.

Copies of the Offer Documents and other related documents might be
obtained from the Information Agent:

      D.F. King & Co., Inc.
      No. 48 Wall Street, 22nd Floor
      New York, NY 10005
      Tel: +1 212 269 5550
      Fax: +1 212 269 2798

                   About LodgeNet Entertainment

Based in Sioux Falls, South Dakota, LodgeNet Entertainment
Corporation (Nasdaq: LNET) -- http://www.lodgenet.com/-- provides  
cable, video-on-demand and video game entertainment services to
the lodging industry.


LODGENET ENT: Tender Offer Cues Moody's to Hold B1 Rating
---------------------------------------------------------
Moody's affirmed LodgeNet's B1 corporate family rating following
the company's reported tender offer for up to $200 million of its
9-1/2% senior subordinated bonds utilizing an additional
$225 million under its new senior secured term loan.

If successful, the tender will eliminate the junior debt in the
company's capital structure as well as lower the company's debt
service costs.  As a consequence, Moody's would lower the bank
rating to B1; same as LodgeNet's corporate family rating, from
Ba3, as the senior secured debt would be the only debt in the
capital structure and consistent with Moody's expectation of
higher loss severity under its Loss Given Default methodology.

These are the rating actions:

   * Corporate Family Rating affirmed at B1
   * Probability of Default Rating affirmed at B1
   * Outlook Stable
   * Senior Secured Credit Facility affirmed at Ba3, LGD3, 32%
   * 9.5% Senior Sub Notes B3, LGD5, 86%

LodgeNet Entertainment Corporation provides cable, video-on-demand
and video game entertainment services to the lodging industry.
LodgeNet maintains its headquarters in Sioux Falls, South Dakota.


M. FABRIKANT & SONS: Wants Plan Filing Period Extended to June 15
-----------------------------------------------------------------
M. Fabrikant & Sons, Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend,
until June 15, 2007, the exclusive period in which they could file
a plan of reorganization.  Additionally, they asked the Court to
set Aug. 14, 2007 as the deadline to solicit acceptances of that
plan.

The Debtors explain that further extension of the exclusive period
is warranted because of the size and complexity of their
operations, and that they are still developing a strategy to serve
as the basis for a plan of reorganization.

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The     
company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


M. FABRIKANT & SONS: Panel Balks at Excl. Period Extension Plea
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of M. Fabrikant &
Sons, Inc. and its debtor affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to deny the Debtors' request
for an extension of its exclusive periods.

The Committee wants to terminate the plan-filing extension in
order for other parties-in-interest to exercise their right in
filing their own plans of reorganization.

The Committee relates that on March 12, 2007, a proposed order was
circulated to the Committee that provided both the Debtors and
Wilmington Trust Co., the agent for holders of the Debtors'
asserted senior secured debt, the exclusive right to file plans of
reorganization.  The Committee suspects that the Debtors, and
their shareholders' counsel, Arent Fox PLC, appear to be "more
interested" in protecting the debtor-affiliates' and shareholders'
interests.

The Committee contends that it was being put in a disadvantageous
position when the Debtors agreed to share exclusivity with their
Secured Creditors, but not with the Committee.  Accordingly, the
Committee pleads with the Court to terminate the extension to
create a "level field" for all parties-in-interest.

Based in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The     
company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


MAGUIRE PROPERTIES: Moody's Rates $825 Mil. Credit Facility at Ba3
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating with a stable
outlook to the proposed issuance of $825 million senior secured
credit facility by Maguire Properties, Inc.  This secured credit
facility consists of a $625 million secured term loan due 2012
issued by Maguire Properties Holdings III, LLC, and a $200 million
secured revolving credit facility issued by Maguire Properties,
L.P. due 2011.

Maguire Properties, L.P., the REIT's operating partnership, is a
guarantor of the term loan.  Moody's also assigned a corporate
family rating of Ba2 to Maguire Properties, Inc.

This transaction will replace Maguire Properties' $100 million
secured revolving credit facility, which was part of the REIT's
$550 secured credit facility issued in March 2005.  This secured
credit facility included a $450 million secured term loan, which
was paid off in October 2006.  Moody's expects to withdraw its Ba2
rating on the secured revolving credit facility upon its
replacement with this new facility.

Maguire Properties is the largest owner and operator of Class A
office properties in the Los Angeles CBD, and is focused on
operating high quality office properties in Southern California.
On Feb. 20, 2007, Maguire Properties reported the acquisition of
twenty-four office properties from the Blackstone Group for
$2.875 billion.  The debt now being rated is part of a larger debt
package to finance the acquisition of these office properties from
Blackstone.

Moody's stated that the Ba2 corporate family rating reflects
Maguire Properties' defensible position as a leading owner and
operator of class A high-rise office properties in Southern
California, especially in the Los Angeles CBD and Orange County,
stable occupancy levels in Maguire's office properties, as well as
a well-laddered lease rollover schedule and debt maturity profile.
The secured credit facility is secured by Plaza Las Fuentes and
the Westin Pasadena hotel, both located in Pasadena, California,
as well as several parcels of land, the aggregate values of which
are well below the loan amount.  The Ba3 rating of the secured
credit facility reflects the value of the collateral supporting
the loan, the high level of secured debt and overall debt in the
REIT's capital structure, and the short-term impact of the housing
finance cycle on the REIT's Orange County properties.

"Maguire Properties is a well regarded leader in its market,"
noted Brian Harris, the lead analyst for Maguire Properties at
Moody's.

"The credit issues at the REIT are ones of leverage, capital
structure and concentrations."

The rating agency said that Maguire Properties' challenges include
its significant geographic concentrations in Southern California -
- especially in downtown Los Angeles and Orange County -- low
fixed charge coverage of 1.69x, as well as high effective leverage
and secured debt.  

Moody's expects these metrics to deteriorate further as a result
of the property acquisition from Blackstone.  However, effective
leverage should improve as the previously reported sale of
seventeen properties occurs, and Moody's expects effective
leverage to decline below 75% by the end of 2007 or early 2008.
The stable rating outlook reflects Moody's expectation of a
successful integration of the Blackstone office assets, as well as
the timely sale of approximately $2 billion of assets.

An upgrade is unlikely given Maguire Properties' overall risk
appetite and aggressive use of secured leverage; these would need
to change materially.  A downgrade could result from deteriorating
operating performance as indicated by fixed charge coverage
consistently below 1.3x, or a material leveraged acquisition.
Moody's would also be concerned if occupancy in Maguire
Properties' core portfolio does not exceed 90% by the end of 2007
or early 2008.

The last rating action was in March 2005, when Moody's assigned a
Ba2 rating to Maguire's current $550 million senior secured credit
facility.

These ratings were assigned with a stable outlook:

   * Maguire Properties, Inc.

      -- Corporate family rating at Ba2

   * Maguire Properties Holdings III, LLC

      -- Senior secured term loan at (P)Ba3

   * Maguire Properties, L.P.

      -- Senior secured revolving credit facility at (P)Ba3

Maguire Properties, Inc., based in Los Angeles, California, USA,
is a REIT specializing in class A office properties in Southern
California.  As of Dec. 31, 2006, the REIT had $3.9 billion in
gross GAAP assets.


MARYSVILLE MUTUAL: A.M. Best Lifts Financial Strength Rating
------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B++
(Good) from B+ (Good) and assigned an issuer credit rating of
"bbb" to Marysville Mutual Insurance Company of Marysville,
Kansas.  The outlook for both ratings is stable.

The ratings of Marysville Mutual are based on its strong risk-
adjusted capitalization, trend of improved operating performance
and favorable balance sheet liquidity.  The improved operating
performance results from management's initiatives, which include
homeowners and farm owners rate increases, higher wind/hail
deductibles, a property re-inspection program that insured certain
levels of replacement cost and agency management strategies.

Partially offsetting these positive rating factors are the
company's single-state concentration in Kansas, which exposes its
surplus to catastrophic weather events, its limited product
offerings and a dependence upon reinsurance to mitigate the impact
of frequent and severe storm activity.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


NATIONAL GAS: Court Conditionally Approves Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina conditionally approved the Disclosure Statement
explaining the Plan of Liquidation filed by Richard M. Hutson, II,
the chapter 11 trustee for National Gas Distributors LLC.

The Plan contemplates that the best disposition of the Debtor's
estate would involve:

   (i) the sale of substantially all of the Debtor's assets;

  (ii) collection or recovery of cash on hand, funds on deposit,
       and accounts receivable; and

(iii) pursuit of any causes of action or claims, which the
       Trustee could assert pursuant to Chapter 5 of the
       Bankruptcy Code.

The primary assets of the Debtor's estate consist of:

   (i) accounts receivable having an estimated value of
       $2,000,000 subject to liens;

  (ii) funds on deposit aggregating to $1,900,000, of which
       $634,000 is subject to setoff rights and about $1,126,360
       is subject to a lien or a constructive trust claim; and

(iii) actual or potential recoveries on the Bankruptcy Causes of
       Action, in a range of $10,000,000 to $30,000,000, and all
       of which the Trustee believes are or will be unencumbered.

                        Treatment of Claims

Under the Plan, administrative and priority tax will be paid in
full.

First-Citizens Bank and Trust Company asserts three secured claims
totaling $15,300,000.  The Trustee believes that First-Citizens
Bank has a lien on funds on deposit in the Debtor's bank accounts.  
The Trustee disputes the contention that First-Citizens Bank has a
lien on recoveries made by the Trustee.  

Branch Banking & Trust Company asserts a setoff right in the
amount of $638,250 against the $1,516,095 on deposit in the
Debtor's BB&T bank accounts.  The Trustee doesn't contest BB&T's
setoff right.

Chatham Investment Fund QP II, LLC, and Chatham Investment Fund
II, LLC, assert a $17,000,000 secured claim.  Chatham will receive
cash equal to the net sale or collection proceeds derived from the
liquidation of the assets securing the claim.

INVISTA S.a.r.l. asserts a constructive trust.  The Trustee
disputes Invista's constructive trust and any contention that
Invista has a lien on any of the recoveries made by the Trustee.

These creditors will receive payment as allowed by the Court.

Holders of allowed priority unsecured claims and allowed unsecured
claims will be paid in full or pro rata depending on the amount of
Available Cash.  

The Trustee estimates that Priority Unsecured Claims will not
exceed $60,000 while Unsecured Claims total $67,000,000.  The
Trustee projects that the eventual distribution on Allowed
Unsecured claims may range from 11% to 22%.

Paul Lawing, Jr., the sole equity holder, will receive no
distribution under the Plan.

           Confirmation Hearing and Objection Deadline

The Court will convene a hearing on May 9, 2007, at 10 a.m. to
consider confirmation of the Plan.

Objections to the approval of the Disclosure Statement and
confirmation of the Plan must be filed on or before May 1, 2007.

A full-text copy of the Disclosure Statement and Liquidation Plan
is available for free at http://ResearchArchives.com/t/s?1c55

                        About National Gas

National Gas Distributors, LLC -- http://www.gaspartners.com/--   
supplied natural gas, propane, and oil to industrial, municipal,
military, and governmental facilities.  As of mid-December 2005,
the Company effectively ceased business operations due to
inadequate remaining capital and its inability to arrange for the
purchase and delivery of natural gas to its customers.  The
Company filed for bankruptcy on January 20, 2006 (Bankr. E.D.N.C.
Case No. 06-00166).  Ocie F. Murray, Jr., Esq., at Murray Craven
& Inman LLP, represented the Debtor in its restructuring efforts.
Richard M. Hutson, II, serves as the Chapter 11 Trustee, and is
represented by Emily C. Weatherford, Esq., and John A. Northen,
Esq., at Northen Blue LLP.  When the Debtor filed for bankruptcy,
it estimated between $1 million to $10 million in assets and
$10 million to $50 million in debts.


NEW CENTURY: Terminates Freddie Mac Loan Servicing Agreement
------------------------------------------------------------
New Century Financial Corporation disclosed Wednesday in a
regulatory filing with the  Securities and Exchange Commission
that on March 26, 2007, it notified the Federal Home Loan Mortgage
Corp., that it was voluntarily terminating its eligibility with
Freddie Mac.  As a result of the termination, the company and its
subsidiaries are no longer able to sell mortgage loans directly to
Freddie Mac or act as the primary servicer of any mortgage loans
for Freddie Mac.

The company previously received default and acceleration notices
from all of its lenders under its repurchase credit facilities.  
Several of these lenders have further notified the company of
their intent to sell the outstanding mortgage loans that have been
financed by the respective lender and offset the proceeds from the
sale against the company's purported obligations to the lender,
while reserving their purported rights to seek recovery of any
remaining deficiency from the company.  The company has notified
these lenders of its concerns that any sale be conducted in an
appropriate manner, in accordance with applicable law and in
accordance with the terms of the applicable financing agreement
between the parties.

                     Looming Bankruptcy Filing

Analysts, as cited by The Wall Street Journal Monday, speculated
that New Century will likely file for bankruptcy.

The analysts, WSJ said, are pointing to the latest move by two of
the company's major bank lenders -- Barclays Bank PLC and Morgan
Stanley Mortgage Capital Inc. -- to take possession of loans
previously used to secure their financing.

                    Morgan Stanley Sells Loans

As reported in the Troubled Company Reporter on Mar. 27, 2007,
Morgan Stanley said it will be selling at a public auction a
portfolio of approximately 13,200 residential mortgage loans
originated by New Century and its subsidiaries.

The loans have an aggregate unpaid principal balance of
approximately $2.48 billion.

                         Barclays Ends MRA

Barclays terminated its master repurchase agreement dated
March 31, 2006, as amended to date, with the company, certain of
its subsidiaries, and Sheffield Receivables Corporation.

On March 12, 2007, the company received a notice of default and
reservation of rights from Barclays, alleging that certain events
of default, as defined in the Master Repurchase Agreement have
occurred.

The company subsequently received a combined Notice of Event of
Default, Notice of Repurchase Date and Notice of Termination Date
from Barclays, dated March 13, 2007.

The March 13 notice reiterates Barclays' allegations that certain
Events of Default have occurred and purports to accelerate to
March 14, 2007, the obligation of the company's subsidiaries to
repurchase all outstanding mortgage loans financed under the
Barclays Agreement and to terminate the Barclays Agreement as of
that same date.

Under the Barclays Agreement, the acceleration would require the
immediate repayment of the repurchase obligation on March 14,
2007.  The company estimates that the aggregate repurchase
obligation of its subsidiaries under the Barclays Agreement was
approximately $900 million as of March 12, 2007.  The company is a
guarantor under the Barclays Agreement.

                         About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a
subsidiary of New Century Financial Corp., residential
primary servicer rating for subprime product to 'RPS4' from
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability to obtain
satisfactory amendments to or waivers of the covenants in its
financing arrangements from a sufficient number of its lenders, or
obtain alternative funding.


NEW CENTURY: Inks Consent Agreements with Four More States
----------------------------------------------------------
New Century Financial Corporation disclosed Wednesday in a
regulatory filing with the Securities and Exchange Commission
that on March 27, 2007, it signed consent agreements with the
State of Idaho's Department of Finance, the State of Iowa's
Superintendent of Banking, the State of Michigan's Office of
Financial and Insurance Services and the State of Wyoming's
Banking Commissioner.

New Century says that although the company has signed the
additional consent agreements and expects to comply with their
terms, the company has not yet received counterpart signatures
from the respective states and accordingly the additional consent
agreements may not be binding on the respective states.

Last week, New Century and certain of its subsidiaries entered
into a consent agreement with the State of Maine's Office of
Consumer Credit Regulation.

The company had previously received cease and desist orders from
and entered into consent agreements with several states.

Consistent with the previous orders and consent agreements, New
Century relates that the additional consent agreements contain
allegations that certain of the company's subsidiaries have
engaged in violations of state law, including, among others,
failure to fund mortgage loans after closing.

Additionally, the additional consent agreements restrain the
company's subsidiaries from taking certain actions, including,
among others, engaging in alleged violations of state law and
taking new applications for mortgage loans in the relevant
jurisdiction.

The additional consent agreements also compel the subsidiaries to
affirmatively take certain actions, including:

   -- the creation of escrow accounts to hold any up front fees
      collected in connection with pending mortgage applications;

   -- the transfer to other lenders of the outstanding mortgage
      applications and unfunded mortgage loans held by the
      subsidiaries; and

   -- the provision of regular information to the state regulators
      regarding the subsidiaries' activities in the applicable
      state, including the status of all outstanding mortgage
      applications and unfunded mortgage loans in that state.

The company anticipates that cease and desist orders will continue
to be received by the company and its subsidiaries from additional
states in the future and that the company and its subsidiaries may
enter into additional consent agreements similar to the consent
agreements already entered into by the company.

The company does not undertake, and expressly disclaims, any
obligation to update the disclosure for any additional cease and
desist orders or consent agreements or for any developments with
respect to the additional consent agreements.

The company intends to continue to cooperate with its regulators
in order to mitigate the impact on consumers resulting from the
company's funding constraints.

                         About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on New Century Financial Corp. to 'D' from 'CC'.  The
ratings on the senior unsecured debt and preferred stock remain on
CreditWatch with negative implications.

In addition, Dominion Bond Rating Service downgraded the Issuer
Rating of New Century Financial Corporation to C from CCC.  The
rating remains Under Review with Negative Implications.

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Fitch Ratings downgraded New Century Mortgage Corporation's, a
subsidiary of New Century Financial Corp., residential
primary servicer rating for subprime product to 'RPS4' from
'RPS3+', and places the rating on Watch Negative.

According to Fitch, an 'RPS4' rated servicer may not be acceptable
for new residential mortgage-backed security transactions unless
additional support or structural features are incorporated.  The
Rating Watch Negative indicates that further downgrades are
possible, depending upon the stability of the servicer's portfolio
and financial condition and the company's ability to obtain
satisfactory amendments to or waivers of the covenants in its
financing arrangements from a sufficient number of its lenders, or
obtain alternative funding.


NEXSTAR BROADCASTING: Dec. 31 Balance Sheet Upside-Down by $73.3M
-----------------------------------------------------------------
Nexstar Broadcasting Group Inc.'s balance sheet at Dec. 31, 2006,
showed $724.7 million in total assets and $798 million in total
liabilities, resulting in a $73.3 million total stockholders'
deficit.

Nexstar Broadcasting Group Inc. reported net income of
$4.6 million on net revenue of $77.2 million for the fourth
quarter ended Dec. 31, 2006, compared with a net loss of
$6.1 million on net revenue of $62.3 million in the fourth quarter
of 2005.  

Income from operations for the fourth quarter of 2006 grew 173.3%
and totaled $18.9 million compared with $6.9 million in the same
period in 2005.  During the fourth quarter of 2006, the company
incurred $300,000 of non-cash employee stock option expense
pursuant to its adoption of SFAS No. 123(R) on Jan. 1, 2006.  The
company did not incur any employee stock option expense in the
fourth quarter of 2005.

Total interest expense in the fourth quarter of 2006 was
$13.2 million, compared to $11.9 million for the same period in
2005.  The increase is primarily attributable to higher interest
rates under the company's senior credit facilities.  Cash interest
for the fourth quarter of 2006 was $9.6 million, compared to
$8.7 million for the same period in 2005.  Cash interest excludes
non-cash interest expense related to amortization of debt
financing costs and accretion of the discount on Nexstar's 11.375%
senior discount notes and 7% senior subordinated notes.

For the full year 2006, the company reported a net loss of
$9 million on net revenue of $265.2 million, compared with a net
loss of $48.7 million on net revenue of $228.9 million in 2005.

Perry A. Sook, chairman, president and chief executive officer of
Nexstar Broadcasting Group Inc., commented, "Concluding what was
already an impressive year, Nexstar generated a 24% increase in
fourth quarter revenue, which again significantly exceeded growth
in the industry and consensus expectations.  Strong political
spending in our markets, the ongoing benefits of retransmission
consent revenues and gains in local ad sales were all drivers of
our top line performance during the period."

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?1c49

                      Completed Acquisition

On Dec. 31, 2006, the company closed on its acquisition of WTAJ-
TV, the CBS affiliate serving the Johnstown/Altoona, Pennsylvania
market, and WLYH-TV, the CW affiliate serving the Harrisburg/
Lancaster/ Lebanon/York, market, for $55.8 million, exclusive of
closing adjustments and transaction costs, from Television Station
Group Holdings LLC.  WLYH-TV is programmed by a third party under
a time brokerage agreement that extends until 2015.  The
acquisition complements the company's current Pennsylvania
television station cluster located in Wilkes Barre/Scranton and
Erie.

                         Outstanding Debt

The company's total debt at Dec. 31, 2006, was $681.1 million,
compared to $646.5 million at Dec. 31, 2005.  As of Dec. 31, 2006,
and 2005, total bank debt under Nexstar's and Mission Broadcasting
Inc.'s senior credit facilities was $370.1 million and
$347.6 million, respectively.  

                 About Nexstar Broadcasting Group

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NasdaqGM: NXST) -- http://www.nexstar.tv/-- currently owns,  
operates, programs or provides sales and other services to 49
television stations in 29 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama and New York.  Nexstar's television
station group includes affiliates of NBC, CBS, ABC, FOX,
MyNetworkTV and The CW and reaches approximately 8.25% of all U.S.
television households.


NORTH COAST: A.M. Best Says Financial Strength is Marginal
----------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of C++
(Marginal) and has assigned an issuer credit rating of "b+" to
North Coast Life Insurance Company of Spokane, Washington.  The
outlook for both ratings is stable.

The assigned ratings reflect North Coast Life's low level of risk-
adjusted capitalization, elevated level of below investment grade
bond holdings and a decline in its new premium production.

Partially offsetting these rating factors are the continued
positive net operating gains and recent restructuring of North
Coast Life's investment portfolio.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


OMEGA HEALTHCARE: Plans a Public Offer of 6.2 Million Shares
------------------------------------------------------------
Omega Healthcare Investors, Inc. plans to publicly offer 6,200,000
shares of its common stock from its registration statement on Form
S-11.  In addition, the company intends to grant the underwriters
a 30-day option to purchase up to an additional 930,000 shares of
common stock to cover over-allotments, if any.

UBS Investment Bank is acting as sole book-running manager for the
offering.  Banc of America Securities LLC, Deutsche Bank
Securities and Stifel Nicolaus are acting as co-managers for the
offering.

A preliminary prospectus relating to these securities has been
filed with the Securities and Exchange Commission.  The
preliminary prospectus may be obtained from:

     UBS Investment Bank
     Prospectus Department
     299 Park Avenue
     New York, NY 10171

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real  
estate investment trust investing in and providing financing to
the long-term care industry.  At Dec. 31, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,302 beds located in 27
states and operated by 32 third-party healthcare operating
companies.

                          *     *     *

The company's 7% Senior Notes due 2014 has been assigned a Ba3
rating by Moody's Investors Service, and a BB rating by Standard &
Poor's and Fitch Ratings.


ONE COMMUNICATIONS: Moody's Rates $590 Million Loans at B1
----------------------------------------------------------
Moody's Investors Service has affirmed One Communications Corp.'s
B1 corporate family rating and changed the rating outlook to
negative.  As part of the rating action, Moody's has assigned a B1
rating to One Communications' proposed $560 million first lien
term loan and the $30 million revolving credit facility.  The
company will use the proceeds from the new facility to repay all
amounts outstanding under its existing bank facilities.

Moody's will withdraw the ratings of existing bank facilities at
closing of the transaction.

Moody's has taken these actions:

   * One Communications Corp.

      -- Corporate Family Rating, Affirmed B1

      -- Probability of Default Rating, Downgraded to B2, from B1

      -- New Senior Secured Revolving Credit Facility, Assigned
         B1, LGD3, 32%

      -- New 1st Lien Term Loan, Assigned B1, LGD3, 32%

      -- Existing Senior Secured Revolving Credit Facility,
         Affirmed Ba3, to be withdrawn

      -- Existing 1st Lien Term Loan, Affirmed Ba3, to be
         withdrawn

      -- Existing 2nd Lien Term Loan,  Affirmed B3, to be
         withdrawn

      -- Outlook changed to Negative from Stable

The B1 corporate family rating reflects the Company's moderate
financial risk and free cash flow generation, in addition to the
company's larger operating scale in the northeastern USA, relative
to its CLEC peers.  

The ratings are tempered by the highly competitive operating
environment for CLECs, the ongoing integration of three companies
with distinct corporate cultures and operating systems, and the
potential for further acquisitions, which may postpone debt
reduction.  One Communications was formed via a combination of
Choice One Communications, CTC Communications and Conversent
Communications in July 2006.

Moody's changed the rating outlook to negative from stable,
reflecting lower-than-expected revenue growth and free cash flow
generation.  Although the company continues to realize expected
cost synergies, higher-than-anticipated churn in its sales staff
led to lower revenues.  Moody's now expects the company to
maintain revenue growth of about 5% over the rating horizon and
generate free cash flow of 6% relative to its debt in 2007,
compared to the previously indicated targets of over 7% and 11%,
respectively.  In addition, Moody's expects the increasingly
competitive operating environment, particularly in the company's
northeastern markets, and the continued use of debt financing by
CLECs to fund acquisitions and drive shareholder returns to
sustain the pressure on the company's B1 rating.

In accordance with Moody's Loss Given Default Methodology, Moody's
has downgraded the company's probability of default rating to B2,
from B1, as the average probable recovery under the methodology
has improved to 65% from 50% due to the single class of debt being
raised.

One Communications is a CLEC with executive management based in
Rochester, New York, Waltham, Massachusetts, and Marlborough,
Massachusetts.  The company serves 160,000 customers in 16 states
in the Northeast, Mid-Atlantic and Upper Midwest regions of the
United States and generated $800 million in annualized revenue.


PACIFIC LUMBER: Hires Blackstone Group as Financial Advisor
-----------------------------------------------------------
The Hon. Judge Richard S. Schmidt of the United States Bankruptcy
Court for the Southern District of Texas has authorized The
Pacific Lumber Company to employ and retain Blackstone Group LP as
its financial advisor as of Jan. 18, 2007.  All objections to the
extent not resolved or withdrawn are overruled.

Blackstone Group will only be entitled to the Restructuring Fee
if PALCO's proposed plan, or a joint plan in which PALCO is a
proponent, is confirmed, the Court ruled.

Blackstone's compensation is subject to review under Section
328(a) of the Bankruptcy Code.  The United States Trustee alone
has the right to object to Blackstone's compensation on any
basis, the Court ordered.

Judge Schmidt permits Blackstone to maintain time records in one
hour increments for services rendered, and will not be required
to maintain receipts for individual expenses for less than $75.  
All expense reimbursement, however, are subject to review.

Pursuant to the Blackstone Agreement, PALCO is authorized to
indemnify Blackstone for any claim arising from the firm's
services, or any postpetition performance of any services.

PALCO, however, does not have the obligation to indemnify,
contribute or reimburse Blackstone for any claim or expense
resulting from the firm's bad faith, gross negligence or willful
misconduct.

As reported in The Troubled Company Reporter on March 15, 2007,
Judge Richard S. Schmidt gave Pacific Lumber Company and
its debtor-affiliates authority, on an interim basis, to employ
The Blackstone Group L.P. as its financial advisor.

                  Blackstone's Scope of Employment

As reported in the Troubled Company Reporter on Feb. 22, 2007,
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, related 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 assured 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.

                  Official Committee's Objections

As reported in the Troubled Company Reporter on March 1, 2007, the
Official Committee of Unsecured Creditors asked the Court to
deny the Debtors' request to hire Blackstone Group for these
reasons:

   1. There is no urgency to retain the services of Blackstone.

   2. The Debtors' applications to retain Blackstone should be
      considered at the same time.

   3. The proposed compensation structure in favor of Blackstone
      appears to be overly generous.

                       LaSalle's Objections

LaSalle Business Credit LLC and LaSalle Bank National
Association also opposed the Debtors' request to hire Blackstone
citing:

   1. The fact that Scotia Pacific Company LLC has also sought
      to retain Blackstone as a financial advisor to perform a
      virtually identical list of services presents significant,
      inherent conflicts.

   2. The size of the fees sought by Blackstone and about pre-
      determining them at this early stage of PALCO's cases when
      it is unclear what value Blackstone will be able to add to
      the Debtors' efforts to reorganize.

Hiring Blackstone as advisor for Scopac and for the PALCO Debtors
is not a good idea because Blackstone would be compromised by the
need to serve two masters with divergent interests, Henry J.
Haim, Esq., at Bracewell & Giuliani LLP, in Houston, Texas,
pointed out.  Blackstone's hands will be tied by its conflicting
duties almost whenever it is called to assist the Debtors' most
pressing business issues, Mr. Haim adds.

Furthermore, the pre-approval of the reasonableness of
Blackstone's Success Fees prejudices LaSalle and other creditors
from dissenting to its appropriateness in the future, Mr. Haim
contended.

Accordingly, LaSalle asked Judge Richard S. Schmidt to deny the
Application or, at least make the payment of any Success Fees
subject to Court approval.

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
transaction 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. 10, http://bankrupt.com/newsstand/or       
215/945-7000).


PEGASUS SOLUTIONS: High Leverage Prompts S&P's Negative Outlook  
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Dallas,
Texas-based Pegasus Solutions Inc. to negative from stable.  The
outlook revision reflects variability in its operating
performance, as well as increased debt and leverage from a
refinancing and a dividend.  The corporate credit rating was
affirmed at 'B'.

At the same time, Standard & Poor's assigned its 'B+' rating and
'1' recovery rating--indicating the expectation for full recovery
of principal in the event of a payment default--to the company's
proposed $100 million senior secured credit facility, which
includes a $10 million revolver, a $60 million term loan B, and a
$30 million term loan B delayed draw.

Standard & Poor's also assigned a 'CCC+' rating to $120 million in
senior unsecured notes.  In addition to refinancing its existing
senior secured facility amounting to $109 million, the additional
debt will pay a $60 million dividend.  The $30 million,
delayed-draw term loan B will be used to finance two small
proposed acquisitions.

"Our rating on Pegasus Solutions reflects the company's small
scale, volatile operating performance, an increasingly competitive
market place, and high pro forma leverage around 5.2x," said
Standard & Poor's credit analyst Stephanie Crane Mergenthaler.

These factors partly are offset by a leading position in a niche
market and solid EBITDA margins in the mid 20% range.  The
$30 million delayed-draw term loan facility will go toward the
proposed purchase of two small strategic acquisitions.  The
delayed-draw term loan facility may be borrowed in up to two draws
within six months of the date of the closing of the credit
agreement.

Pegasus Solutions provides technology, software, and services to
the hotel industry and travel distributors.  The company's
software products and electronic 'switch' technology facilitates
the flow of reservation information between hotels and travel
agents.  Pegasus' target market is the travel agencies and the
hotel industry in North America and Europe.  Competition is
concentrated with a few leading companies, as well as home grown
solutions by the leading hotel chains.  Through four business
segments Pegasus provides outsourcing services to over 60,000
hotels, as well as travel agents, and wholesale tour operators.


PHELPS DODGE: Moody's Lifts Rating on $566.7 Mil. Sr. Debt to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded Freeport-McMoRan Copper & Gold
Inc.'s corporate family rating to Ba2 from Ba3 and undertook a
number of related rating actions:

   * upgraded to Baa2 from Baa3 the senior secured rating on
     Freeport's $500 million secured revolver;

   * upgraded to Baa3 from Ba2 the senior secured ratings on each
     of Freeport's $1 billion secured revolver, $2.5 billion
     secured Term Loan A, $7.5 billion secured Term Loan B, and
     each of Freeport's existing 6.875%, 10.125% and 7.20% senior
     secured notes; and

   * upgraded to Ba3 from B2 Freeport's $6 billion senior
     unsecured notes.

Moody's also upgraded to Ba2 from B1 the ratings on Phelps Dodge's
secured Cyprus Amax notes and on Phelps Dodge's other existing
notes.

The rating actions are based on Freeport's pending issuance of
approximately $2.5 billion of common equity and $2.5 billion of
mandatorily convertible preferred stock and a potential
overallotment, the proceeds of which will be used to reduce Term
Loans A and B.  In considering Freeport's capital structure,
Moody's treats the mandatorily convertible preferreds as equity.
The ratings reflect the overall probability of default of
Freeport, to which Moody's assigns a PDR of Ba2.  The rating
outlooks for Freeport, Phelps Dodge and Cyprus Amax are stable.

The Ba2 corporate family rating reflects Freeport's high debt
level of approximately $13 billion and what Moody's believes will
be a protracted time frame for debt reduction in the face of
softening metals prices and continued high cost challenges.  The
rating also considers the high concentration in copper and
resultant variability in earnings and cash flow, significant
capital expenditures, and a high level of reliance on the Grasberg
mine in Indonesia.  The rating also reflects the cultural
challenges inherent in the acquisition of the larger Phelps Dodge
by Freeport, and the execution and political risk of Phelps
Dodge's development project in the Congo.  The Ba2 rating
favorably considers the company's leading positions in copper and
molybdenum, a significant amount of gold production, the low cost,
long-life reserves at PT-FI, and improved operating and political
diversity.

These are the rating actions:

   * Freeport-McMoRan Copper & Gold Inc.

      -- Corporate Family Rating, to Ba2 from Ba3

      -- Probability of Default Rating; to Ba2 from Ba3

      -- $0.5 billion Senior Secured Revolving Credit facility, to
         Baa2, LGD1, 2% from Baa3

      -- $1.0 billion Senior Secured Revolving Credit Facility, to
         Baa3, LGD2, 22% from Ba2

      -- $2.5 billion Senior Secured Term Loan A, to Baa3, LGD2,
         22%, from Ba2

      -- $7.5 billion Senior Secured Term Loan B, to Baa3, LGD2,
         22%, from Ba2

      -- $340 million 6.875% Senior Secured Notes due 2014, to
         Baa3, LGD2, 22%, from Ba2

      -- $272 million 10.125% Senior Secured Notes due 2010, to
         Baa3, LGD2, 22%, from Ba2

      -- $0.2 million 7.20% Senior Secured Notes due 2026, to
         Baa3, LGD2, 22%, from Ba2

      -- Senior Unsecured Notes: to Ba3, LGD5, 83%, from B2

   * Cyprus Amax Minerals Company

      -- $60.1 million 7.375% Senior Notes due 2007, to Ba2, LGD3,
         48%, from B1

   * Phelps Dodge Corporation

      -- $107.9 million 8.75% Senior Notes due 2011, to Ba2, LGD3,
         48%, from B1

      -- $115 million 7.125% Senior Notes due 2027, to Ba2, LGD3,
         48%, from B1

      -- $150 million 6.125% Senior Notes due 2034, to Ba2, LGD3,
         48%, from B1

      -- $193.8 million 9.50% Senior Notes due 2031, to Ba2, LGD3,
         48%, from B1

Moody's last rating action on Freeport was to affirm its Ba3
corporate family rating in February 2007 in connection with
Freeport's acquisition of Phelps Dodge.

Freeport-McMoRan Copper & Gold Inc. is a Phoenix based producer of
copper, gold and molybdenum and had revenue in 2006 of
$5.8 billion.


PIXELLIGENT TECH: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pixelligent Technologies LLC
        387 Technology Drive, Suite 3122
        College Park, MD 20742-0001
        Tel: (301) 405-9284

Bankruptcy Case No.: 07-12791

Type of Business: The Debtor manufactures semiconductors and
                  related electronic devices.

Chapter 11 Petition Date: March 27, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Daniel Mark Litt, Esq.
                  Dickstein Shapiro, LLP
                  1825 Eye Street Northwest
                  Washington, DC 20006
                  Tel: (202) 420-2200
                  Fax: (202) 420-2201

Total Assets: $6,109,587

Total Debts:  $1,859,605

Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
DLA Piper Rudnick Gray Cary        Legal Services         $88,068
c/o Jeff Lehrer, Esq.
1775 Wiehle Avenue
Suit 400
Reston, VA 20190

Shulman, Rogers, Gandal,           Legal Services         $61,408
Pordy, and Ecker
c/o Chris Roberts, Esq.
11921 Rockville Pike
Rockville, MD 90852

Department of Business and         Convertible Loan       $50,000
Economic Development
c/o Raymar Dizon
Maryland Venture Fund
217 East Redwood Street
Baltimore, MD 21202

Nixon & Vanderhye P.C.             Legal Services         $48,995

University of Maryland             Unpaid TAP License     $17,343
Technology Advancement             Agreement Fees
Program

North Carolina State University    Research Contract      $16,935
                                   Fee Balance

FOReTEL Associates, Ltd.           Management              $6,792
                                   Consulting Fees

Fish & Richardson                  Legal Services          $5,107

University of Maryland             Research Contract       $4,000
Office of Technology               Fee Balance
Commercialization

Mary Kate Boggiano                 Unpaid Salary           $1,154

Zehra Serpil Gonen Williams        Unpaid Salary           $1,154

Zhiyun Chen                        Unpaid Salary           $1,154

IPSS L.P.                          Reimbursement of          $843
                                   Expenses Relating
                                   to Consulting Services

Bean Kinney & Korman P.C.          Legal Services            $315


PLAINS EXPLORATION: 2006 Net Income Increases to $597.5 Million
---------------------------------------------------------------
Plains Exploration & Production Co. disclosed financial and
operating results for the fourth quarter and full year 2006.  
Highlights for the year 2006 and early 2007 include:

     *  Reported $597.5 million of net income for the year, versus
        a $214 million net loss in 2005;
        
     *  repurchased about $300 million of stock in 2006 or
        roughly 6.6 million of its common shares outstanding.
        Year-end basic share count for was 72.4 million shares;

     *  reduced long-term debt from $797.4 million at year-end
        2005 to $235.5 million at year-end 2006;

     *  company's exploration investment in Gulf of Mexico Miocene
        trend prospects yielded three discoveries: Big Foot
        Prospect and Caesar Prospect, sold for $706 million, and
        the Friesian Prospect in Green Canyon Area, OCS 599, is
        awaiting development and further delineation drilling;

     *  expanded the exploration prospect portfolio in the Gulf of
        Mexico Miocene trend.  The current inventory includes up
        to 30 high-impact prospects in various water depths.

                        Fourth Quarter 2006

For the fourth quarter of 2006, the company reported
$383.6 million of net income on $207.6 million of revenues, as
compared with $70.8 million of net income on $274.4 million of
revenues in the prior year period.  Net income for the periods
includes a significant gain on the sale of oil and gas properties,
a charge for extinguishment of debt, and other items.

                          Full Year 2006

For the full year 2006, the company reported $597.5 million of net
income on $1 billion of revenues, as compared with a $214 million
net loss on $944.4 million of revenues.  Net income for the
periods includes a significant gain on the sale of oil and gas
properties, losses on mark-to-market derivative contracts, a
charge for extinguishment of debt, and other items.

At Dec. 31, 2006, the company had total assets of $2.4 billion,
total liabilities of $1.3 billion, and total stockholders' equity
of $1.1 billion.

The company's balance sheet at Dec. 31, 2006, showed strained
liquidity with total current assets of $184.8 million available to
pay total current liabilities of $460.2 million.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c48

                  Liquidity and Capital Resources

In September 2006 and November 2006, the company completed
property sales that generated about $1.6 billion of cash proceeds.  
The company used the proceeds to repay the then outstanding
balance on its senior revolving credit facility and short-term
credit facility, redeem all $250 million outstanding principal of
its 7.125% Senior Notes, purchase $274.9 million of the $275
million outstanding principal of its 8.75% Senior Subordinated
Notes, and settle the $605 million liability associated with its
2007 and 2008 crude oil collars.

The company's primary sources of liquidity are cash generated from
its operations and its revolving credit facility.  At Dec. 31,
2006, the company had about $504 million of availability under its
revolving credit facility.

At Dec. 31, 2006, the company had a working capital deficit of
about $275 million.  As of Dec. 31, 2006, the company had net
short-term liabilities of $64 million and $35 million for
derivatives and stock appreciation rights, respectively.  In
addition, the company had $94 million of current income taxes
payable as of Dec. 31, 2006, primarily as a result of the oil and
gas property sales that the company completed during 2006.

                           Divestitures

Effective Sept. 1, 2006, the company closed the sale of certain
non-producing oil and gas properties to Statoil.  The company
received about $706 million in cash proceeds and recognized a
$638 million pre-tax gain.  

Effective Oct. 1, 2006, the company closed the sale of oil and gas
properties to subsidiaries of Occidental.  The company received
about $864 million in cash proceeds and recognized a $345 million
pre-tax gain.  

                     About Plains Exploration

Headquartered in Houston, Plains Exploration & Production Co. has
about 95% of its reserves located in onshore California in the Los
Angeles Basin and San Joaquin Valley Basin, with additional
reserves in offshore California in the Santa Maria Basin as well
as in the GOM.  It also conducts a large non-operated exploration
effort to the deep geologic horizons beneath the GOM and in the
deepwater regions of the GOM.

                           *     *     *

As reported in the Troubled Company Reporter on Mar. 12, 2007,
Moody's Investors Service affirmed Plains Exploration &
Production's Ba2 corporate family rating.  Under its Loss Given
Default methodology, Moody's also assigned a Ba3, LGD5, 79% to
the company's pending $300 million 10-year senior unsecured notes.


QUEBECOR WORLD: Earns $28.3 Million in Year Ended December 31
-------------------------------------------------------------
Quebecor World, Inc. had revenues of $6.1 billion for the full
year 2006, down from $6.3 billion in 2005.  The company had a net
income of $28.3 million for the year ended Dec. 31, 2006, as
compared with a net loss of $162.6 million a year ago.

Operating income before impairment of assets, restructuring and
other charges and before goodwill impairment charge was
$241.5 million in 2006, as compared with $357.5 million in 2005.  
Impairment of assets, restructuring and other charges for 2006
were $111.3 million, as compared with $94.2 million last year.  

                        Fourth Quarter 2006

The company recorded for the fourth quarter 2006, a net income
of $11.4 million, as compared with a net loss of $210.6 million
for the same quarter in 2005.  Revenues for the quarter were
$1.6 billion, as compared with $1.7 billion in the fourth quarter
of 2005.

Net income from continuing operations for the fourth quarter of
2006 was $11.6 million, as compared with a net loss from
continuing operations of $205 million in the fourth quarter of
last year.  Fourth quarter 2006 results incorporate impairment
of assets, restructuring and other charges of $46.2 million, as
compared with $11.9 million in 2005.  On the same basis, operating
income in the fourth quarter was $74.2 million, as compared with
$87.3 million during the fourth quarter last year reflecting the
higher depreciation expense.  

As of Dec. 31, 2006, the company had total assets of $5.8 billion
and total liabilities of $3.8 billion, resulting to total
stockholders' equity of $2 billion.

The company had a negative working capital of $76 million as of
Dec. 31, 2006, as compared with a negative working capital of
$100.4 million a year ago.

          Actions on Five-Point Transformation Plan

Customer Value

In February 2007, the company renewed a significant multi-year
contract with Williams-Sonoma to continue to provide an integrated
print solution for a majority of its catalogs.  In March, the
company renewed a long-term agreement to be the exclusive supplier
for Harlequin paperback books.  

Best People

The company recently made leadership moves to improve its
performance, including the addition of proven operation, sales,
and marketing executives as well as the reassignment of other key
managers to focus on specific projects to enhance customer and
shareholder value.  In addition, the company continues to
implement its comprehensive people development program through
training, improved processes, and building new capabilities.

Great Execution

In the fourth quarter, the company launched a Continuous
Improvement Program across its North American platform.  With the
current and planned continuous improvement projects the company is
making progress towards its target of $100 million in annualized
cost savings, run rate by the end of 2008.

Retooling Program

The company's three-year retooling program is being accelerated in
order to be completed before its customers' busy season in the
third quarter of 2007.  In order to finalize the retooling program
before the 2007 busy season, Quebecor World is starting up six new
presses in the first half of 2007, as compared with four new
presses during the same period last year.  These and other
retooling initiatives should be completed on time for the third
and fourth quarters of 2007.

Balance Sheet

In 2006, the company initiated a number of financing activities
to improving its financial flexibility.  In particular, the
company issued $850 million of Senior unsecured notes of which
$400 million were issued in December, which helped to
significantly increase liquidity.  At year-end the company had
more than $900 million undrawn capacity on its $1 billion
unsecured revolving credit facility.  

                   Fourth Quarter Restructuring

In the fourth quarter, the company recorded impairment of assets
restructuring and other charges of $46.2 million, which are
composed of cash items related to workforce reductions at
facilities in Europe and North America and the impairment of long-
lived assets.  This included the approval of the closure of one
facility in the U.S. and one facility in Canada as well as
employee severances in Lille, France.  The cash costs of these
initiatives were estimated at $26.8 million of which
$19.3 million were recorded in the fourth quarter.  The company
also recorded $1.8 million related to previous workforce reduction
initiatives.  The balance of the restructuring charge is related
to the impairment of long-lived assets in North America.

                       About Quebecor World
                           
Quebecor World, Inc. (TSX: IQW) (NYSE: IQW) --
http://www.quebecorworld.com/-- provides print solutions to  
publishers, retailers, catalogers and other businesses with
marketing and advertising activities.  Quebecor World has about
29,000 employees working in more than 120 printing and related
facilities in the U.S., Canada, Argentina, Austria, Belgium,
Brazil, Chile, Colombia, Finland, France, India, Mexico, Peru,
Spain, Sweden, Switzerland and the U.K.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Moody's Investors Service downgraded the Corporate Family Rating
of Quebecor World (USA), Inc. to B1 from Ba3, and moved this
benchmark rating to the parent company, Quebecor World, Inc.
Related ratings were impacted.  Moody's said the outlook for all
ratings is negative.


RENEE DAVIS: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Renee Watts Davis
        3030 Hartswood Drive
        Allison Park, PA 15101

Bankruptcy Case No.: 07-30105

Chapter 11 Petition Date: March 28, 2007

Court: Southern District of West Virginia (Huntington)

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Capital One Mastercard         Credit Card Purchases       $8,597
P.O. Box 26074
Richmond, VA 23260

John Deere Credit, Inc.        Stolen Tractor              $7,600
P.O. Box 4450
Carol Stream, IL 60197-4450


S3 INVESTMENT: Posts $594,476 Net Loss in 2nd Qtr. Ended Dec. 31
----------------------------------------------------------------
S3 Investment Company, Inc., reported a $594,476 net loss on
$619,761 of total revenues for the fiscal second quarter ended
Dec. 31, 2006, compared with $540,337 of net income on $932,835 of
total revenues in the prior year period.

At Dec. 31, 2006, the company's balance sheet showed $2,918,302 in
total assets, $1,487,569 in total liabilities, $662,480 in
minority interest, and $768,253 in total stockholders' equity.

The company's accumulated deficit at Dec. 31, 2006, stood at
$6,686,166.

Full-text copies of the company's fiscal second quarter financials
are available for free at http://ResearchArchives.com/t/s?1c4c

              Unregistered Sales of Equity Securities

During fiscal second quarter ended Dec. 31, 2006, the company had
these common stock transactions:

   -- The company agreed to cancel 4,000,000,000 warrants that
      were issued on June 2, 2006.  As consideration to the holder
      of the warrants, the company agreed to repay $100,000 that
      the warrant holder had advanced to the company under the
      warrant contract and issue 100,000,000 shares of restricted
      common stock.  

      The company executed a promissory note for the $100,000 that
      is due in four equal monthly payments of $25,000 starting on
      Feb. 1, 2007, and ending on May 1, 2007.  

      In addition, the warrant holder retained the 100,000,000
      shares of common stock previously issued as collateral
      against the monies advanced.  

      As a result of this transaction, the company recorded
      $210,000 as a financing expense for the value of the shares
      issued and reclassified the $100,000 previously received as
      a promissory note payable.

   -- The company issued 200,000,000 shares of common stock
      registered under Form S-8 to Javelin Advisory Group, Inc.,
      in consideration for services previously rendered.  The
      company retains Javelin to provide corporate secretary,
      bookkeeping, financial reporting and other administrative
      functions for which it would otherwise have to hire
      additional staff.  

      In connection with the issuance of the shares, the company
      recorded Administrative Expenses of $90,000.

   -- In October 2006, the company issued warrants to purchase
      105,000,000 shares of common stock to Merriman, Curhan and
      Ford as part of a consulting compensation agreement.  The
      warrants are exercisable at $0.0008, which was the closing
      bid price of the company's stock on the date the warrants
      were granted.  The warrants expire October 1, 2011.  

      In connection with the issuance of the warrants, the company
      recorded derivative liability and expense of $73,175, which
      reflects the present value of the warrants based on historic
      volatility of the company's stock price as required by
      EITF 00-19.

                        Going Concern Doubt

Chisholm Bierwolf & Nilson, LLC, in Bountiful, Utah, raised
substantial doubt about S3 Investment Company, Inc.'s ability to
continue as a going concern after auditing financial statements
for the years ended June 30, 2006, and 2005.  The auditor pointed
to the company's working capital deficit, dependence on financing
to continue operations, and recurring losses.

                    About S3 Investment Company

S3 Investment Co. Inc. -- http://www.s3investments.com/-- two  
subsidiaries: Redwood Capital, Inc. and Sino UJE, LTD.  Redwood
Capital, a wholly owned subsidiary, is privately held investment
advisory group that specializes in investment banking for
privately-held Chinese companies.  Redwood Capital has offices in
China and the United States.  Hong Kong-based Sino, a 51%-owned
subsidiary, has an extensive distribution network in China.  It
distributes medical and industrial supplies for a group of
original equipment manufacturers in Europe and the US that are
exclusively represented in China.


SAINT VINCENTS: Court Extends Plan Solicitation Period to July 15
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
affiliated debtors obtained from the U.S. Bankruptcy Court for the
Southern District of New York an extension through July 15, 2007,
of their exclusive period for soliciting acceptances on their
plans of reorganization and liquidation.

The Debtors, on Feb. 9, 2007, filed a plan providing for the
reorganization for SVCMC and the liquidation of the other Debtors,
and a disclosure statement explaining the terms of the  
Plan.

To permit the opportunity for certain contingencies to be limited  
or eliminated and for the Plan and Disclosure Statement to be  
amended appropriately as a result, the Debtors had scheduled the  
hearing on the Disclosure Statement for April 20, 2007.  The
timeline, however, left only 18 days for the Debtors to complete
solicitation of votes on the Plan before expiration of the current
exclusive solicitation period on May 8.

Andrew M. Troop, Esq., at the Weil, Gotshal & Manges LLP in New  
York, told Judge Adlai S. Hardin, Jr. that 18-day period was
insufficient for the Debtors to solicit votes on the Plan,
creditors to make a decision with respect to the Plan, and for
Debtors to receive, process, and tabulate votes on the Plan.

The Debtors contemplate that, if the Disclosure Statement, as it  
may be amended from time to time, is approved on April 20, a  
hearing on confirmation of the Plan, as it may be amended from  
time to time, will be scheduled in June 2007.

Mr. Troop claimed that, in the light of the potential schedule and
to permit ample time for the Debtors to complete the mechanics of
the solicitation process and creditors and others to participate
in that process, the Debtors' request for a brief extension was
warranted.

                      About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 51 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAN FRANCISCO RAWHIDE: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: San Francisco Rawhide, Inc.
        280 Seventh Street
        San Francisco, CA 94103

Bankruptcy Case No.: 07-30351

Chapter 11 Petition Date: March 27, 2007

Court: Northern District of California (San Francisco)

Debtor's Counsel: Sheila Gropper Nelson, Esq.
                  456 Montgomery Street, Suite 1700
                  San Francisco, CA 94104
                  Tel: (415) 362-2221

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Walter Schivo Jr.                disputed personal      unknown
c/o James D. Rohde               injury claim
165 North Redwood Dr., Suite 110
San Rafael, CA 94903

Goldstein Gellman                attorneys' fees        $46,000
1388 Sutter St., Suite 1000
San Francisco, CA 94109

Charles W. Roth                  accounting              $3,000
385 Hayes Street                 services
San Francisco, CA 94102


SERENITY MANAGEMENT: Sale of 2 Nursing Homes for $12.8 Mil. Okayed
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas in
Dallas approved the sale of two nursing homes owned by Serenity
Management Services Inc. to Southwest LTC for $12.8 million, Bill
Rochelle of Bloomberg News reports.

The report says that the two nursing homes are part of the four
nursing homes required of the Debtor to sell under its $17 million
debtor-in-possession financing agreement.

The two remaining nursing homes in Palestine and Tyler, Texas, did
not attract buyers, the source relates.

Headquartered in Arlington, Tex., Serenity Management Services
Inc. dba Serenity Management Services of America operates nursing
homes in Texas.  The company filed a chapter 11 petition on
January 17, 2007 (Bankr. N.D. Tex. Case No. 07-30269).

On the same date, 22 affiliates filed separate chapter 11
petitions (Bankr. N.D. Tex. Case Nos. 07-30230 through 07-30268)

Deirdre B. Ruckman, Esq., Michael P. Cooley, Esq., and Michael S.
Haynes, Esq., at Gardere, Wynne & Sewell represent the Debtors.
Atropos Inc. serves as the Debtors' restructuring consultants.
In their Operating Report for February 2007, the Debtors listed
$29,427,998 in total assets and $34,512,163 in total liabilities.


SOLUTIA INC: Wants to Acquire Akzo Nobel's 50% Flexsys Stake
------------------------------------------------------------
Solutia Inc. seeks authority from the U.S. Bankruptcy Court for
the Southern District of New York to acquire Akzo Nobel N.V.'s
interest in Flexsys pursuant to the terms of a transaction
agreement, and provide Flexsys with a subordinated intercompany
loan up to $150,000,000 for the acquisition of Akzo Nobel's
interest in Flexsys.

Solutia and Akzo Nobel have been partners in Flexsys, a
successful rubber chemicals business with 13 manufacturing
facilities worldwide, with approximately 1,000 employees, and
annual revenues in fiscal year 2006 of about $600,000,000.

Flexsys was formed in 1995 as a 50/50 joint venture between Akzo
Nobel and Monsanto Company.  Solutia was created in 1997 by
Pharmacia Corp., then known as Monsanto, pursuant to a spin-off
transaction.  In connection with the spin-off, Solutia received
Pharmacia's interest in Flexsys.  Flexsys is not a debtor in the
Debtors' Chapter 11 cases.

Flexsys is headquartered in Brussels, Belgium, and is comprised
of three primary legal entities:

   (a) Flexsys Holding B.V.,
   (b) Flexsys America LP, and
   (c) Flexsys Rubber Chemicals Ltd.

By late 2005, Akzo Nobel had decided to exit the rubber chemicals
business to focus on its other chemicals and coating businesses,
and asked Solutia if it would consent to a sale of Akzo Nobel's
50% interest in Flexsys.

Solutia relates that following a year-long process resulting in
three binding bids, it concluded that it would not be in the
estates' best interest to sell Solutia's stake in Flexsys at the
prices and on the terms and conditions set forth in the bids
submitted.

Solutia management, with input from its operational consultants,
CRA International, formerly Charles River Associates, undertook a
strategic review options with respect to Flexsys on the summer of
2006.

As a result of the review, Solutia's Board of Directors
determined that the best course of action would be to seek to
purchase Akzo Nobel's 50% in Flexsys on favorable terms.

                       Proposed Transaction

On Feb. 27, 2007, after several months of arm's-length
negotiations, Solutia and Akzo Nobel reached an agreement on the
terms of Solutia's proposed acquisition of the remaining 50%
interest in Flexsys.

Under the terms of the Transaction Agreement, the Flexsys
entities will repurchase Akzo Nobel's interests in Flexsys for
$212,500,000, subject to certain deductions and adjustments.  

Upon the closing of the proposed transaction, the Flexsys
Entities will become wholly-owned subsidiaries of Solutia.  
However, they will remain separate and distinct legal entities
from Solutia and its affiliated subsidiary debtors.  Akzo Nobel
will continue to be responsible for certain legacy environmental
liabilities.

To provide Flexsys with sufficient funds for its general
corporate and other working capital needs, the Flexsys Entities
have negotiated a commitment from KBC Bank N.V. and Citigroup
Global Markets Limited for $200,000,000.  The credit facility
will be secured solely with the assets of the Flexsys Entities
and will not result in any additional obligations on Solutia or
any of its Debtor-subsidiaries.

As previously reported, Solutia has amended its debtor-in-
possession financing facility to provide up to $150,000,000 as an
intercompany loan to the Flexsys Entities, to finance the
proposed transaction.

The intercompany loan will be subordinate to the financing
obtained directly by the Flexsys Entities; have an initial term
of six years; be non-amortizing; and will be provided on
customary market rates and terms for debt of this kind.  No
interest will be paid to Solutia on account of the subordinated
intercompany loan until Solutia emerges from Chapter 11 and
certain other conditions have been satisfied.

The subordinated intercompany loan will be subject to an
intercreditor agreement among Solutia, KBC Bank, and Citigroup.

Under the Transaction Agreement, Akzo Nobel and its affiliates
will agree to a five-year, worldwide non-compete in the Field of
Agreement, subject to limited exceptions.  The Akzo Nobel
entities will not solicit or hire any employees of the Flexsys
Entities for three years after closing, subject to customary
exceptions.

The Akzo Nobel Entities will reimburse Flexsys for 50% of the
cost of the "disentanglement transactions," which refers to
certain transactions designed to separate the operations of the
Flexsys Entities from the Akzo Nobel Entities, incurred after the
Closing or incurred but not paid as of immediately before
Closing.

To the extent the Akzo Nobel Entities will continue providing
services to the Flexsys Entities at certain sites after the
Closing, the parties will enter into services agreements before
Closing that will have substantially similar terms as the
operating agreements that govern the services before the Closing.  
The services will generally be provided on the same economic
terms as they are provided under the current operating
agreements.

The Transaction Agreement also contains customary covenants
regarding access to books and records; efforts to obtain
financing; cooperation regarding certain material litigation;
cooperation regarding intellectual property transfer; tax
matters; and termination of certain affiliate arrangements.

A summary of proposed transaction terms is available for free at:

               http://researcharchives.com/t/s?1c5f  

James M. Sullivan, senior vice president and chief financial
officer of Solutia, states that as a condition to the proposed
transaction to acquire the rights to manufacture and market
certain Flexsys products in Asia, the Flexsys Entities, along
with their Japanese affiliate Flexsys KK, will enter into an
equity purchase agreement and an asset purchase agreement,
pursuant to which the Kashima Buyers will purchase all of Akzo
Nobel's Crystex(R) business in Japan from affiliates of Akzo
Nobel.

Under the Kashima Purchase Agreements, the Kashima Buyers will
acquire all of the outstanding shares of Crystex Japan K.K.,
which are owned by Akzo Nobel K.K.; and all of the assets owned
by Akzo Nobel Kashima K.K. that relate to its Crystex business
and to assume the liabilities related to the assets.  Neither
Solutia nor any of its Debtor-affiliates will participate in the
Kashima Transactions.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
states that the structure of the lending transaction provides tax
and financing benefits to Solutia, including allowing the
repayment of the intercompany financing without triggering a
United States taxable income inclusion.

Mr. Henes asserts that Solutia's acquisition of Akzo Nobel's 50%
stake in Flexsys and the provision of a subordinated intercompany
loan to Flexsys is in the best interest of Solutia's estates, its
stakeholders, and all other parties-in-interest because:

   (a) Solutia has the opportunity to create additional value for
       its estates as the sole owner of Flexsys.

       Solutia is acquiring Akzo Nobel's interest in Flexsys at
       an attractive price when compared to the acquisition
       prices for comparable specialty chemical companies.  Like
       Solutia, Flexsys is a global specialty chemicals business
       that specializes in the "know how" of manufacturing
       market-leading products, Mr. Henes says.

       Solutia continues to experience improved financial
       performance during the Chapter 11 cases as a result of
       implementing new business strategies, disposing of
       underperforming assets and shutting down unprofitable
       businesses, Mr. Henes notes.  Solutia believes that the
       implementation of many of the same strategies similarly
       would improve Flexsys' businesses to the benefit of all of
       Solutia's stakeholders.

   (b) The proposed transaction allows Solutia to retain and
       possibly enhance the value of its existing interest in
       Flexsys.

       Solutia believes that the proposed transaction would
       resolve the divergent business interests of Solutia and
       Akzo Nobel and present significant opportunities for
       Flexsys to be more profitable and competitive in the
       future.  Under the status quo, Solutia believes
       substantial value would remain trapped in a joint venture
       that lacks one dedicated owner or a viable exit strategy,
       thereby eroding the value of Solutia's existing investment
       in Flexsys.

   (c) The proposed transaction will be accretive to Solutia's
       earnings and cash flow, and will enhance Solutia's credit
       metrics by decreasing Solutia's debt-to-EBITDAR ratio.

   (d) The acquisition will diversify Solutia's cash flows.

Solutia should be authorized to enter into the Proposed
Transaction, including implementation of certain organizational
changes in connection with the acquisition, because Solutia has
demonstrated that good business reasons support acquiring Akzo
Nobel's interests in Flexsys, Mr. Henes tells the Court.

Solutia believes that the Proposed Transaction presents the
optimal way for Akzo Nobel to exit the Flexsys joint venture,
while at the same time allowing Solutia to maximize value for its
interest in Flexsys.

                      Organizational Changes

In connection with Solutia's acquisition of Flexsys, James R.
Voss, Solutia's senior vice president of Business Operations, has
been named president of Flexsys and senior vice president of
Solutia.  He will assume general management responsibilities for
the Flexsys business.

Robert T. DeBolt, Solutia's vice president of Strategy, has been
named senior vice president of Business Operations for Solutia.  
He will retain responsibility for the corporate strategy function
and will assume responsibility for four additional corporate
functions -- environmental, safety & health; human resources;
procurement; and information technology.

Solutia will enter into new employment agreements with Messrs.
Voss and DeBolt.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

In February 2007, the Honorable Prudence Carter Beatty entered a
bridge order extending the Debtors' exclusive period to file a
plan until April 30, 2007.


SOLUTIA INC: Proposes Bidding Procedure for Dequest Sale
--------------------------------------------------------
Solutia Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York their
proposed bidding procedure for the sale of their water treatment
phosphonates business.

The Debtors have significantly enhanced their businesses by
continuing to groom their asset portfolio, developing new robust
business strategies, and making selective strategic investments,
M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
relates.

Solutia continued to analyze its businesses and has determined
that Dequest(R), its water treatment phosphonates business, is a
non-core asset that should be divested.

Dequest operates within Solutia's specialty products and services
business segment and is a leader in the production and sale of
phosphonates and phosphonates-based specialty additives that
enhance water quality for industrial and domestic use.

Solutia has marketed the Dequest business to chemical industry
players with a strategic advantage in one or more of the major
raw materials used in the business.  Thermphos Trading GmbH, a
Swiss corporation, emerged with a very attractive bid for the
business.  After several months of intensive negotiations, on
March 11, 2007, Thermphos and Solutia entered into a purchase
agreement.

Solutia believes that it is appropriate to further market-test
the purchase price and other terms of the proposed Thermphos
transaction by holding an auction, with Thermphos as a "stalking
horse" bidder, whose Purchase Agreement will set a bidding floor
to ensure Solutia will receive the best offer in the Auction.

Due to the fact that Solutia has a definitive, binding agreement
with Thermphos to purchase the Dequest business at a very
attractive price, conducting a full, public auction process now
no longer poses as much risk of erosion of vendor, customer and
employee confidence in Dequest that existed before Solutia
entered into the Purchase Agreement, Ms. Labovitz tells the
Court.

Any risk to Solutia of having a public auction at this stage is
outweighed by the significant potential upside if a higher
purchase price is obtained through the auction process,
Ms. Labovitz says.

                        Purchase Agreement

Thermphos has agreed to purchase the business free and clear of
liens, encumbrances, claims and other interests, for $67,000,000,
subject to certain adjustments based on an agreed upon working
capital and inventory value as of the closing date, subject to
better offers in an auction process to be conducted in accordance
with the proposed bidding procedures.

The Debtors propose to sell assets that are used exclusively in
the Dequest business, including fixed assets; inventory;
contracts; intellectual property; permits; books and records;
credits; prepaid expenses; security deposits; all prepayments or
deposits in respect of orders or product to be shipped after the
closing date; technology; and a number of Microsoft licenses
equal to the number of employees of Solutia and its affiliates,
who will be transferred to the buyer or accept the buyer's offer
of employment pursuant to the Purchase Agreement and actually
commence active employment with the buyer or its affiliate on or
after the closing date.

To the fullest extent permitted by the Court, the Transferred
Assets are to be transferred free and clear of any charge, claim,
mortgage, lien, option, pledge, security interest, lease, levy,
right of first refusal, right of first offer, restriction on
voting or transfer or encumbrances, other than permitted
encumbrances and assumed liabilities.

The excluded assets include:

    -- all cash and cash equivalents of the Solutia and its
       affiliates;

    -- the land;

    -- originals of books and records, records of internal
       corporate proceedings, tax records, work papers, and books
       and records of Solutia and its affiliates they are
       required by law to retain, provided that copies are made
       available to the purchaser;

    -- all rights in the names and marks;

    -- all of the bank accounts; and

    -- any insurance policies and rights, claims or cause of
       action.

Among the liabilities the purchaser will assume are:

     * taxes arising from or with respect to the Transferred
       Assets or the operation of the Dequest business occurring
       after the closing date;

     * all liabilities under the business contracts and the
       business permits that accrue or are to be performed on or
       after the closing date, other than any liability resulting
       from a breach before closing; and

     * all buyer environmental liabilities.

Solutia will assign to Thermphos the certain contracts, and it
will assume all obligations required to be performed subsequent
to the closing.  Solutia will pay the cure costs as and when
finally determined by Court order.

The Purchase Agreement may be terminated by mutual written
consent; if the non-terminating party is in breach of the
representations, warranties or covenants of the party and the
breach would give rise to a failure of a condition precedent that
cannot be cured within 15 days of written notice; if the closing
will not have occurred by 120 days after the execution of the
Purchase Agreement; and if any government authority has enjoined
or otherwise prohibited the sale by final, non-appealable order.

Thermphos may terminate the Purchase Agreement if the bidding
procedures order have not been entered and become a final order
on or before May 3, 2007; and the sale order have not been
entered and become a final order on or before June 17, 2007.

Solutia has agreed to pay, pursuant to separate agreements, five
key Dequest employees each a closing bonus aggregating $231,298,
to further Solutia's interest in obtaining the highest possible
sales value for the Dequest business and to maintain the value of
the business for and ensure the orderly transition of the
business to Thermphos.

A copy of the Purchase Agreement is available for free at:

               http://researcharchives.com/t/s?1c61


                         Sale Procedure

To participate in the bidding process and to receive non-public
information concerning the Transferred Assets, each entity must
deliver to Solutia's counsel and counsel for the Official
Committee of Unsecured Creditors on or before the proposed bid
deadline of April 30, 2007:

    -- an executed non-binding indication of interest;

    -- an executed confidentiality agreement in form and
       substance containing terms no less favorable to Solutia
       than the terms of confidentiality agreement entered into
       with Thermphos; and

    -- written evidence, including audited financial statements
       or other form of financial disclosure, of the potential
       bidder's financial ability to complete the contemplated
       transactions, the adequacy of which Solutia and its
       advisors will determine in their sole discretion.

A bid is a Qualified Bid if, among others, it:

   (a) is equal or exceed the sum of (i) the purchase price, (ii)
       the minimum overbid increment that is 3% of the purchase
       price, (iii) a break-up fee payable to Thermphos that is
       3% of the base purchase price, and (iv) up to $1,000,000
       for reimbursement of actual and reasonable documented out-
       of-pocket costs and expenses incurred by Thermphos in
       connection with negotiating and preparing for the Sale;

   (b) provides payment of the Break-Up Fee and Expense
       Reimbursement; and

   (c) is accompanied by a deposit of 10% of the cash purchase
       price specified in the Bid.

If more than one Qualified Bid is received, Solutia will conduct
an auction on May 2, 2007, at 10:00 a.m., Eastern Time, at the
offices of Kirkland & Ellis LLP, at 153 East 53rd Street, New
York.

On May 1, Solutia will provide each Qualified Bidder a written
notice of the auction, a copy of the Qualified Bid that Solutia
and the Creditors Committee believe constitutes the best offer
and with which it intends to commence the auction.

If no Qualified Bid is received by the Bid Deadline, Thermphos'
bid will be deemed the best offer and an auction will not be
conducted.

At the close of the auction, Solutia, in its sole discretion and
after consultation with the Creditors Committee, will identify
the best bidder.  The auction will not close unless and until
Qualified Bidders, who were not chosen as the successful bidder,
have been given a reasonable opportunity to submit an overbid at
the auction to the then existing Overbid, if any, and the
Successful Bidder has submitted a fully executed purchase
agreement memorializing the terms of the Successful Bid.

After announcing the Successful Bidder and alternate bidder,
Solutia will declare the auction closed.

An Alternate Bidder will be required to keep the alternate bid
open, binding and irrevocable until the closing of the Sale.  If
for any reason, the Successful Bidder fails to consummate the
purchase of the Transferred Assets within the time permitted in
the Purchase Agreement, the Alternate Bidder with the second
highest or otherwise best bid for the Transferred Assets will
automatically be deemed to have submitted the best bid, and
Solutia will be authorized, but not required, after consultation
with the Creditors Committee, to consummate the Sale with the
Alternate Bidder without further Court order.

If Solutia sells any or all of the Transferred Assets to a
Successful Bidder other than Thermphos, Solutia will pay the
Break-Up Fee and the Expenses Reimbursement to Thermphos upon the
closing of the Sale.  Thermphos will have an allowed claim for an
administrative expense in the Debtors' Chapter 11 cases in an
amount equal to the sum of the Break-Up Fee and the Expense
Reimbursement.

Solutia asks that a Sale hearing be held on May 4, 2007.  At the
Sale Hearing, if no other Qualified Bid is received, Solutia will
seek entry of the Sale order authorizing and approving the sale
of the Transferred Assets to Thermphos, or if a Qualified Bid is
identified as the Successful Bid, to the Successful Bidder.

                         Bid Protections

Under the Purchase Agreement, Solutia has agreed to pay Thermphos
a Break-Up Fee that is 3% of the base purchase price and an
Expense Reimbursement of Thermphos' actual, reasonable and
documented out-of-pocket costs and expenses up to $1,000,000.

Thermphos has repeatedly informed Solutia that it was reluctant
to become a stalking horse bidder and expose its bid to
additional market-testing in an auction process, Ms. Labovitz
relates.  Accordingly, the Bid Protections were material
inducements for, and conditions of, Thermphos' agreement to enter
into the Purchase Agreement, she adds.

              Assumption and Assignment of Contracts

The Purchase Agreement requires Solutia to assume and assign
certain contracts, which may include curing any defaults under
them to the extent required by Section 365 of the Bankruptcy
Code.  Solutia believes it is appropriate to establish a process
by which Solutia and the counterparties to the Assumed Contracts
can establish the amount of cure costs, if any, and for the
counterparties to assert any objections they may have to the
assumption and assignment of the Assumed Contracts.

Solutia will file and serve a cure notice to the Bidding
Procedures order to each non-Debtor counterparty to an Assumed
Contract no later than April 16, 2007.  The Cure Notice will
include a schedule of the cure costs associated with each Assumed
Contract.

Counterparties will have 10 days from the service of the Cure
Notice to object to the proposed assumption and assignment of the
applicable Assumed Contract and the proposed cure cost.

If there are no objections, the Assumed Contract will be assumed
by Solutia and assigned to Thermphos or the Successful Bidder,
subject to the occurrence of the closing date of the Sale.

If the objection to the cure cost cannot be resolved consensually
before the Sale Hearing, Solutia, in consultation with Thermphos,
will determine whether to:

    -- request approval of the assignment of the Assumed
       Contract, provided that the disputed portion of the cure
       cost will be held in escrow pending resolution of the
       dispute; and

    -- withdraw the request that the Court approve assumption and
       assignment of the Assumed Contract.

If parties are unable to resolve the disputed cure cost in
connection with the Assumed Contract, a hearing will be held at a
date and time determined by the Court.

If there is no objection to a cure cost, Solutia will pay each
Assumed Contract Counterparty the cure costs on the later of the
closing date and the actual date of assignment of the Assumed
Contract.

Solutia asks the Court to approve the Bidding Procedures;
Assumption and Assignment Procedures; form and manner of the sale
notice; and schedule a Sale Hearing to approve a Sale of the
Dequest business to Thermphos.

Solutia also seeks the Court's authority, at the Sale Hearing, to
sell the Transferred Assets free and clear of liens,
encumbrances, claims and other interests, on substantially the
terms and conditions set forth in the Purchase Agreement; and
assume and assign the Assumed Contracts.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

In February 2007, the Honorable Prudence Carter Beatty entered a
bridge order extending the Debtors' exclusive period to file a
plan until April 30, 2007.


SOTHEBY'S: S&P Upgrades Corporate Credit Rating to BB+ from BB
--------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit and
senior unsecured debt ratings on Sotheby's to 'BB+' from 'BB'.  
The outlook is stable.  New York City-based Sotheby's had about
$100 million of debt outstanding at Dec. 31, 2006.

The upgrade reflects substantially improved credit metrics
resulting from very strong profitability and cash flow.  The
improvement stems from a burgeoning international art market.

"Our assessment of the company's credit profile," said
Standard & Poor's credit analyst John Thieroff, "has also been
bolstered by a continuation of rather conservative practices
around its complementary financial services business.  Further, we
expect the company to benefit from increased buyer's premiums on a
portion of its auction sales."


SUNDOWN ENTERPRISES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Sundown Enterprises, L.L.C.
        aka Sundown Mobile Home Park
        24820 Jo Mary Court
        Hayward, CA 94541

Bankruptcy Case No.: 07-40909

Chapter 11 Petition Date: March 27, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Basil J. Boutris, Esq.
                  Vaught & Boutris, L.L.P.
                  80 Swan Way, Suite 320
                  Oakland, CA 94621
                  Tel: (510) 430-1518

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
PG&E                             utility                $23,400
P.O. Box 997300
Sacramento, CA 95899-7300


SWEETMAN RENTAL: Court Okays Winfree Ruff as Accountant
-------------------------------------------------------
Sweetman Rental, LLC, dba Sweetman Music obtained permission from
the U.S. Bankruptcy Court for the Southern District of Ohio to
employ Winfree, Ruff and Associates, Ltd., as its accountant.

Winfree Ruff is expected to:

   a) serve as representatives for the Debtor on its Chapter 11
      case;

   b) oversee all accounting functions and services;

   c) provide tax preparation, tax planning and tax consulting
      services to the Debtor;

   d) assist in the preparation of monthly operating reports and
      any additional financial documentation required by the U.S.
      Trustee and the Local Bankruptcy Rules; and

   e) provide or assist in the preparation of financial analyses
      used in the Debtor's bankruptcy case.

C. Woodson Winfree, CPA, a shareholder at Winfree, Ruff and
Associates, Ltd., tells the court that the firm received a $1,000
prepetition retainer fee.

Mr. Winfree added that the firm's professionals bill:

       Professional                           Hourly Rate
       ------------                           -----------
       C. Woodson Winfree, CPA                    $135
       Gary Bower, CPA                            $125
       Tony Alfauo, CPA                           $125

Mr. Winfree assures the Court that the Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Based in Lancaster, Ohio, Sweetman Rental, LLC dba Sweetman Music
-- http://www.sweetmanmusic.com/-- sells musical instruments in  
Central and Southeastern Ohio, and offers repair services on
musical instruments.  The company filed for Chapter 11 protection
on Jan. 9, 2007 (Bankr. S.D.OH. Case No. 07-50116). Matthew
Fisher, Esq. of the Allen, Kuehnle, Stovall & Neuman LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $100,000 and $1 million and estimated debts
between $1 million and $100 million.


TODD MCFARLANE: Files Third Amended Disclosure Statement
--------------------------------------------------------
Todd McFarlane Productions Inc. filed with the U.S. Bankruptcy
Court for the District of Arizona a Third Amended Disclosure
Statement explaining its Third Amended Chapter 11 Plan of
Reorganization.

                           Plan Funding

The Debtor tells the court that the Plan will be funded by cash
from (i) Debtor's operations on and after the Plan effective date,
(ii) travelers settlement proceeds after the Plan effective date,
and (iii) Gaiman Insurance Proceeds and Gaiman Litigation Bond.

The Debtor tells the Court that only the Gaiman Claim will be paid
from the Gaiman Insurance Proceeds and Gaiman Litigation Bond.

                         Twist Settlement

On Feb. 15, 2007, the Court approved the settlement agreement that
Hanover Insurance Company, Citizens Insurance Company of America,
and General Star Indemnity Company will pay Toni Twist $5 million
in exchange for the release of all liens and claims concerning any
obligations the insurance companies might have to indemnify the
Debtor or Todd MacFarlane for the $15 million Twist Settlement
Agreement.

Under the agreement, Mr. Twist will file a satisfaction of
judgment and a dismissal with prejudice of all remaining claims.

                        Treatment of Claims

Under the Third Amended Plan, Administrative Claims and Priority
Claims will be paid in full.  Holders of General Unsecured Claims
and Affiliate Claims will also be paid in full.

Secured Lender Claim holders will be paid in full in cash and will
retain the liens securing its claims until all valid claims have
been paid.

Each holder of Other Priority Claims will be paid in full equal to
the unpaid portion of its claims.

Neil Gaiman will be paid in full equal to the unpaid portion of
his claim, plus interest.

Travelers Indemnity Company of America Claims will be reinstated
on the Plan effective date.

Equity Interest holders will remain in full force and effect.

Tony Twist will not receive any distribution and have waived the
right to seek any recovery from the Debtor under the Plan.

A full-text copy of Todd MacFarlane's Third Amended Disclosure
Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070328024359

The Court will convene a hearing at 2:30 p.m. on April 17, 2007,
to consider the adequacy of the Debtor's Third Amended Disclosure
Statement.  The hearing will take place at Courtroom 601, U.S.
Bankruptcy Court, 230 North First Avenue in Phoenix, Ariz.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,  
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it listed more than $10 million in
assets and more than $50 million in debts.


TODD MCFARLANE: Disclosure Statement Hearing Scheduled on April 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona set a
hearing on April 17, 2007, at 2:30 p.m., to consider the adequacy
of the Third Amended Disclosure Statement explaining Todd
McFarlane Productions Inc.'s Third Amended Chapter 11 Plan of
Reorganization.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,  
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it listed more than $10 million in
assets and more than $50 million in debts.


TOWER AUTOMOTIVE: Selling Assets to Cerberus Capital
----------------------------------------------------
Tower Automotive Inc. has filed a restructuring term sheet with
the U.S. Bankruptcy Court for the Southern District of New York to
sell substantially all of its assets through a Chapter 11 Plan to
funds and accounts to be designated by Cerberus Capital
Management, L.P.

The proposed transaction, among other things, provides for payment
in full of obligations under Tower's Debtor-in-Possession credit
facility and second lien loan facility, assumption of the
company's pensions, and certain recovery for unsecured creditors.  
Tower's Unsecured Creditors Committee supports the transaction and
has signed the term sheet.

"We have accomplished a tremendous amount during the last few
years to revitalize Tower so the company can strongly compete in
today's global automotive marketplace," Kathleen Ligocki,
President and Chief Executive Officer, said.  "During its
reorganization process, Tower diversified its customer portfolio,
sold non-core businesses, consolidated the North American
manufacturing footprint and negotiated settlements with all 10
U.S.-based labor unions to drive the profitability needed to
attract new investment to the company.

"The recapitalization of the company is the last major milestone
in our restructuring process.  We are excited to have the support
of an investor like Cerberus Capital Management, L.P., a group
dedicated to investing in the automotive sector for the long
term."

The term sheet anticipates Tower will file a Chapter 11 Plan by
April 20, 2007.  It also specifies a marketing process under which
qualified parties may submit competing bids by June 15, 2007.  If
competing bids are received, the company proposes to conduct an
auction on June 21, 2007 to determine the highest and best bid.  
The company would then ask the Bankruptcy Court to confirm Tower's
Plan and approve a transaction on June 22, 2007, with a closing to
occur by July 31, 2007.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.

The Debtors' exclusive plan-filing deadline is extended to
March 21, 2007, pending a hearing on that date.


TRINSIC INC: Court Approves Sale of Assets to Tide Acquisition
--------------------------------------------------------------
Trinsic Inc. obtained authority Friday last week from the U.S.
Bankruptcy Court for the Southern District of Alabama to sell its
assets for $25.5 million to Tide Acquisition Corp., Bill Rochelle
of Bloomberg News reports.

According to the source, Tide's offer topped American
Communications Network Inc.'s initial bid of $8.6 million plus
assumption of certain debts.

Based in Tampa, Florida, Trinsic, Inc. and its debtor-affiliates
-- http://www.ztel.com/and http://www.trinsic.com/-- offer
competitive local-exchange carrier services to residential and
business customers.  They lease network assets from incumbent
carriers to offer alternative local and long-distance voice and
data services.  The companies operate 189,000 residential local
access lines and 40,000 business lines.  Trinsic Communications,
Inc. is the principal operating subsidiary of the companies.

Trinsic, Inc. and its debtor-affiliates, Trinsic Communications,
Inc., Touch 1 Communications, Inc., Z-Tel Network Services, Inc.,
and Z-Tel Consumer Services, LLC filed for Chapter 11 protection n
February 7, 2007 (Bankr. S.D. Ala. Case No. 07-10320 through
07-10324).  Christopher S. Strickland, Esq., at Levine, Block &
Strickland, LLP, and Donald M. Wright, Esq., at Sirote & Permutt,
P.C., represent the Debtors in their restructuring efforts.  When
Trinsic, Inc. filed for protection from its creditors, it listed
total assets of $27,581,354 and total liabilities of $48,287,786.


TRW AUTOMOTIVE: Earns $176 Million in Year Ended December 31
------------------------------------------------------------
TRW Automotive Holdings Corp. reported fourth-quarter and year-end
2006 financial results for the period ended Dec. 31, 2006.  Full
year net earnings in 2006 were $176 million, which compares to
$204 million in the 2005 period.  For full-year 2006, the company
reported sales of $13.1 billion, an increase of $501 million, as
compared with prior period sales of $12.6 billion.  

The current year benefited from incremental sales related to the
acquisition of Dalphimetal.  Additionally, sales benefited from
increased safety product sales and foreign currency translation,
partially offset by a decline in North American customer vehicle
production and price reductions provided to customers.

Net earnings in 2006 and 2005 were impacted by certain non-
recurring items, including 2006 expenses of $57 million, or $40
million after-tax, related to the Lucas bond tender transaction.    
The 2005 results included net income of $28 million comprised of a
one-time tax gain of $17 million stemming from a tax law change in
Poland and the litigation reserve adjustment of $18 million,
offset partially by debt retirement expenses of $7 million.  Net
earnings excluding these items from both periods were $216 million
in 2006, which compares to $176 million in 2005.

As of Dec. 31, 2006, the company had $11.1 billion in total
assets, $8.6 billion in total liabilities, and $109 million in
minority interests, resulting to $2.4 billion in total
stockholders' equity.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c4b

                       Fourth Quarter 2006

The company reported fourth-quarter 2006 sales of $3.3 billion, an
increase of $136 million over the prior year period.  The
2006 quarter benefited from the positive effect of foreign
currency translation, incremental sales related to the acquisition
of Dalphimetal in October 2005, and growth from safety products
and modules.  These positives were partially offset by
historically low customer vehicle production volumes in North
America and price reductions provided to customers.

The company reported fourth-quarter 2006 net earnings of
$33 million, which compares to $59 million in the 2005 period.  
Fourth quarter 2006 net earnings excluding the $17 million tax
benefit discussed previously were $16 million.  In comparison, net
earnings for the 2005 period excluding the one-time litigation
reserve adjustment of $18 million were $41 million.

"Despite facing significant second half operating challenges, we
are pleased to report solid 2006 financial results that exceeded
the business objectives we set at the beginning of the year," said
John Plant, president and chief executive officer.

"The company performed well in a difficult business environment,
especially in North America where sustained pressures from
domestic OEM market share losses and commodity inflation have
taken a heavy toll on the industry.  Our steady financial
performance over the past few years can be attributed to the
strength of our safety portfolio, together with industry leading
diversification and extensive cost reduction actions.  
Additionally, we are making considerable investments to enhance
our technology and our global presence in the marketplace, with
the ultimate goal of growing the company profitably and
competitively over the long term," Mr. Plant, continued.

                  Cash Flow and Capital Structure

Net cash provided by operating activities during the fourth
quarter and full year was $397 million and $649 million,
respectively.  In the comparable 2005 period, the company's cash
flow from operating activities was $380 million in the fourth
quarter and $502 million for the full year.

Fourth quarter capital expenditures were $195 million compared to
$222 million in 2005.  For the year 2006, capital expenditures
were $529 million, which compares to $503 million in the previous
year.

On Nov. 10, 2006, the company repurchased Northrop Grumman
Corporation's remaining ownership position of 9.7 millions shares
of TRW's common stock.  Separately, on the same day, TRW sold
6.7 million of its common stock through a public offering.
Proceeds generated from the offering were used to fund a portion
of the Northrop Grumman stock repurchase.  The net cash impact to
the company as a result of the stock transactions, which resulted
in a 3 million decline in shares outstanding, was $56 million.

As of Dec. 31, 2006, the company had $3 billion of debt and
$589 million of cash and marketable securities, resulting in net
debt of $2.4 billion.  The year-end 2006 net debt level decreased
$117 million, as compared with the year-end 2005 level, which
represents solid progress considering 2006 cash outflows related
to the Lucas bond tender transaction premiums of $57 million and
$56 million related to the November 2006 stock transactions.

                       About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive  
supplier.  Through its subsidiaries, the company employs about
63,800 people in 26 countries including Brazil, China, Germany and
Italy.  TRW Automotive products include integrated vehicle control
and driver assist systems, braking systems, steering systems,
suspension systems, occupant safety systems, electronics, engine
components, fastening systems and aftermarket replacement parts
and services.

                          *     *     *

Fitch Ratings affirmed TRW Automotive Holdings Corp.'s BB Issuer
Default Rating, BB+ Senior secured bank lines, BB- Senior
unsecured notes, and B+ Senior subordinated unsecured Notes on
September 2006.


TXU CORP: Moody's Holds Rating on Senior Unsecured Debt at Ba1
--------------------------------------------------------------
The proposed acquisition of TXU Corp. by a consortium of private
equity investors will likely lead to a period of aggressive
financing that could make TXU a deeply speculative-grade rated
company, Moody's Investors Service says in a new report exploring
the proposed transaction's credit implications.

Currently, only TXU's senior unsecured debt, at Ba1, is rated
non-investment grade.

"We believe private equity investors do not represent natural
long-term owners of the businesses and assets of TXU," says
Moody's Vice President and Senior Credit Officer Jim Hempstead.

"Accordingly, we believe the company will exhibit a very high
tolerance for financial risk through the aggressive use of
leverage to boost near-term returns."

In general, Moody's says that leveraged buyouts of utility
companies encompass an extraordinarily high amount of execution
risk, and introduce transaction event risk that could have
devastating effects on a company's credit profile.

In the report, Moody's says TXU's financial profile is likely to
deteriorate materially even if the reported transaction is not
completed.  Moody's expects negotiations with regulatory and
legislative authorities to be protracted and as possibly leading
to changes in the transaction as proposed.

"We view the board of director's acceptance of the buyout as a
clear indication of the company's bias toward meeting shareholder
needs to the obvious detriment of bondholders," says Hempstead.

"In our opinion, the board of directors of TXU has clearly
demonstrated its willingness to allow a much higher degree of
financial risk to be applied to its business than we had
previously been incorporating into our rating assessment."

As currently planned, the proposed acquisition of TXU Corp. by a
consortium of private equity investors would likely cause the
credit ratings of TXU Corp. and several of its subsidiaries to be
downgraded by one or more notches, making TXU a deeply speculative
grade rated company, Moody's says.  

On Feb. 26, 2006, the day the TXU reported that it had agreed to
be acquired by the consortium, Moody's placed the TXU's Ba1 senior
unsecured rating and the ratings of its primary operating
subsidiaries, Baa2-rated TXU Electric Delivery Company and
Baa2-rated TXU Energy Company, and its holding company, Baa3-rated
TXU US Holdings Company, on review for possible downgrade.  At the
time, Moody's said there was a reasonable expectation of a
multi-notch downgrade at one or more of these rated entities.


UNIT CORPORATION: Earns $312.2 Million in Year Ended December 31
----------------------------------------------------------------
Unit Corp. disclosed its financial and operational results for the
fourth quarter and year-end 2006.

The company had a net income for the three months ended Dec. 31,
2006, of $81.2 million on revenues of $299.3 million, as compared
with net income of $84.5 million on revenues of $293.1 million for
the fourth quarter of 2005.

Net cash provided by operating activities in the fourth quarter
was $157.1 million, as compared with $127.9 million reported
during the same time period in 2005.  The quarter-over-quarter
results were primarily impacted by lower natural gas price
received for Unit's record-setting fourth quarter 2006 production.

For the year ended 2006, Unit posted a company-record of
$1,162.4 million in total revenues, higher than the $885.6 million
reported for 2005.  Net income for 2006 was $312.2 million, a
significant increase compared to 2005's year-end net income of
$212.4 million.

Net cash provided by operating activities for the year 2006 was
$506.7 million, as compared with $317.8 million recorded in 2005.  
Increased oil and natural gas production and strong dayrates for
Unit's growing rig fleet, partially offset by lower natural gas
prices and higher operating costs, all contributed to increases in
Unit's year-end 2006 results.

The company ended the year with working capital of $72 million,
long-term debt of $174.3 million, and a debt to capitalization
ratio of 13 percent.  As of Dec. 31, 2006, Unit had $100.7 million
of borrowing capacity based on the borrowing base associated with
its current credit facility.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $1.8 billion and total liabilities of $176 million,
resulting to total shareholders' equity of $1.1 billion.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1c52

"Despite a downward shift in natural gas prices during the last
half of the year, we are pleased with our results and with the
records we have achieved in company revenues, contract drilling
operating margins, and oil and natural gas production. Based on
current market conditions, we believe that in 2007 Unit will set
new operating marks in reserves and production levels for our oil
and natural gas operations, Superior Pipeline, our mid-stream
subsidiary, will gather record-levels of natural gas and add to
its 600-plus mile system, Unit Drilling will expand its very
active and very profitable rig fleet, and that Unit should report
for the 24th consecutive year our replacing more than 150 percent
of its annual production.  I believe our commitment to excellence
and consistent carrying out of our growth strategies will continue
to provide good returns for our shareholders," Larry Pinkston,
Unit Corp.'s chief executive officer and president, said.

                          Credit Facility

On Dec. 31, 2006, the company had a revolving credit facility,
under which borrowings are limited to a commitment amount.  On
Oct. 10, 2006, the company signed a third amendment to its credit
facility, which raised the commitment amount from $235 million to
$275 million.   On Jan. 25, 2007, the company signed a fourth
amendment to its credit facility, which extended the maturity date
of the credit facility to May 31, 2008.  The company was charged a
commitment fee of 0.375 of 1 percent on the amount available but
not borrowed.  The company incurred origination, agency and
syndication fees of $515,000 at the inception of the agreement,
$40,000 of which will be paid annually and the remainder of the
fees amortized over the life of the agreement.  At Dec. 31, 2006,
and Feb. 16, 2007, the company's borrowings were $174.3 million
and $160.5 million, respectively.  On Dec. 31, 2006, we were in
compliance with the covenants contained in the credit facility.

                         About Unit Corp.

Unit Corp. (NYSE: UNT) -- http://www.unitcorp.com/-- is a Tulsa-
based, publicly held energy company that, through its subsidiaries
in oil and gas exploration, produces, contracts, drills and
processes gas.  
                           *     *     *

Unit Corp.'s preferred stock carries Standard & Poor's B3 rating.


UNITED AIRLINES: Union Coalition Demands Shared Rewards
-------------------------------------------------------
Angered that management has been enriching itself in the face of
life-changing sacrifices made on the part of workers at United
Airlines Corp., the majority of United's unionized employees have
formed the "Union Coalition at United Airlines" to demand their
fair share in the financial rewards that management currently
enjoys.  Because of the sacrifices and efforts of United's
employees, United Airlines avoided liquidation during its three-
year bankruptcy.

The union leaders call on management to, among other issues, make
immediate, tangible improvements to the compensation and success
sharing program for all employees, address quality of work-life
issues, and move up Contract bargaining dates.

"The employees of United Airlines are inexorably linked to the
future and success of our airline," the Coalition said in a
statement signed by Greg Davidowich of the Association of Flight
Attendants, Lou Lucivero of the International Federation of
Professional and Technical Engineers, Jim Seitz of the Aircraft
Mechanics Fraternal Association, Craig Symons of the Professional
Airline Flight Control Association and Mark Bathurst of the Air
Line Pilots Association.

"Throughout United's bankruptcy, 'shared sacrifice' was the mantra
employees heard frequently from upper management.  But executives
have failed to lead by example as employees have watched these
same individuals collect millions of dollars worth of stock, pay
raises and bonuses.  On Monday, the full extent of upper
management's 2006 profit package was revealed in the Proxy
Statement filed by United.  Unionized employees are outraged.  
Management continues lining its pockets with millions of dollars
while its employees still struggle under the same working
agreements and wages implemented during United's bankruptcy.  
Clearly, United management values the concept of 'sharing' as a
public relations tactic to extract billions of dollars in
concessions rather than a principle by which they should live and
manage.  United's employees don't subscribe to management's
philosophy that sharing ends at the sacrifice stage."

Through concessions, nearly $5.5 billion was extracted from labor
during United's stay in bankruptcy.

"The dedication, sweat and sacrifice of all United employees have
led United Airlines on the road toward sustained profitability,"
the union leaders said.  "Management already is reaping the
rewards of United's new found financial health.  It is time the
efforts of the airline's most important stakeholders -- the
employees -- are recognized and respected.  Shared sacrifice
should equal shared rewards.

"It is not unreasonable to demand our fair share in the financial
rewards that management currently enjoys.  Standing together and
speaking with one voice, United Airlines' unionized employees will
work aggressively to force management to recognize our part in
transforming our airline."

Combined, the coalition's five labor unions represent more than
30,000 United employees.

                         About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- through United Air Lines, Inc., is  
the holding company for United Airlines -- the world's second
largest air carrier.  The Company filed for chapter 11 protection
on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The Company emerged from bankruptcy protection on Feb. 1,
2006.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service assigned B1, LGD-3 42% ratings to the
United Air Lines Inc. $2.1 billion Senior Secured Revolving Credit
and Term Loan.  Moody's also assigned the B2 corporate family and
probability of default rating and a stable outlook at UAL
Corporation.  At the same time, Moody's withdrew its corporate
family and probability of default ratings assigned at the United
level and affirmed its SGL-2 speculative grade liquidity rating.
Moody's will withdraw the ratings on United's existing $3 billion
of revolving credit and term loans once the new Bank Facilities
close.  The rating outlook is stable.


US AIRWAYS: Completes $1.6 Billion Debt Refinancing Transaction
---------------------------------------------------------------
US Airways Group, Inc., has completed a $1.6 billion debt
refinancing transaction.  The new loan, which was arranged by
Citigroup Global Markets Inc. and Morgan Stanley Senior Funding,
Inc., as joint lead arrangers, will bear interest at LIBOR plus
2.5%.  

The applicable margin is reduced as the loan is paid down or as
the company's credit rating improves.  It can be low as LIBOR plus
2% if the loan balance is under $600 million or the loan facility
credit rating, as determined by Moody's Investor Services which
assigned a 'Ba3' rating and Standard & Poor's which assigned a
'BB-' rating.

The term of the loan is seven years with substantially all of the
principal amount payable at maturity.  The loan requires the
company to maintain a minimum level of unrestricted cash and a
minimum collateral coverage ratio.
        
The refinancing improves liquidity over the next seven years by
reducing principal payments and lowering near-term interest
expense.  Upon funding, the company extinguished two separate debt
facilities: (i) a $1.25 billion senior secured credit facility,
and (ii) a $325 million unsecured debt facility.  The additional
$25 million will be used for general corporate purposes.  The new
loan will reduce the blended interest margin by over 100 basis
points.
    
The refinancing will reduce the company's debt amortization by
$92 million annually from 2008 to 2010 and $1.234 billion in
2011.  In addition, interest expense will be reduced by
$14 million in 2007 and $13 million in 2008.
    
"The company is pleased with the outcome of this refinancing,"
Senior Vice President and Chief Financial Officer Derek Kerr said.  
"The refinancing enables the company to continue to strengthen its
balance sheet as the company works to complete its integration and
meet its primary objectives of reducing borrowing costs, deferring
debt maturities and reducing its covenant package.  Completing
this transaction provides further evidence of the financial
market's confidence in the new US Airways."
    
                         About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s (NYSE:
LCC) -- http://www.usairways.com/-- primary business activity is
the ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2007,
Fitch Ratings has upgraded its ratings on US Airways Group, Inc.
as: (i) Issuer Default Rating to 'B-' from 'CCC'; (ii) Secured
term loan rating to 'BB-/RR1' from 'B/RR1'; and (iii) Senior
unsecured rating to 'CCC/RR6' from 'CC/RR6'.

Fitch's ratings apply to $1.9 billion in outstanding debt.  In
addition, Fitch has assigned a rating of 'BB-/RR1' to US
Airways' new $1.6 billion secured term loan facility.  The Rating
Outlook is Positive.


US AIRWAYS: Pilots Protest Management's Negotiating Tactics
-----------------------------------------------------------
As negotiations for a single pilot contract continue to drag on
after a year and a half, the pilots of US Airways Group Inc. and
America West Inc. are demonstrating their frustration with US
Airways management's behavior at the bargaining table and the
airline's deteriorating operations by picketing on March 27, 2007,
at the Pittsburgh International Airport.

The pilot groups, both of whom are represented by the Air Line
Pilots Association, Int'l, have been waiting for US Airways'
management to put forward proposals that reflect US Airways'
successful position in the industry, rather than insisting on
cramming down bankruptcy- driven proposals that were put in place
so that the company could survive after the post-9/11 industry
downturn.

Instead, US Airways CEO Doug Parker is repeatedly stating to both
pilots and the media that he will continue to "just say no" at the
negotiating table, contending that the pilots are overreaching
during talks, although management is using over-inflated dollar
amounts to make these claims.

US Airways management is also unfairly demanding that the pilots
shoulder the burden of the costs incurred by the US Airways and
America West merger.  Instead of US Airways assuming the costs of
equalizing pre-merger pay and benefits, as management proposed in
the failed take-over attempt of Delta Air Lines, they are trying
to shift the associated merger costs to the pilots at the
negotiating table, further exaggerating the differences at the
table.

"Whether management is publicly whitewashing their operational
issues or the ongoing pilot negotiations, the US Airways pilots
will not stand idly by and let their investments go unrecognized,"
Captain Jack Stephan, US Airways MEC Chairman, said.  "We're not
paying for management's continuing operational blunders, and we're
not paying for the cost of integrating two airlines.  That's their
responsibility, and any attempts to pass those costs off onto the
pilots, who gave up billions to save US Airways, will end in
failure.  Perhaps it's time for management to begin promoting a
realistic business plan instead of expecting the pilots to
subsidize their operations."

"It is time for our former America West management to step up and
recognize the value of our contribution in making this merger work
thus far," Captain John McIlvenna, America West Chairman, said.  
"But, our patience is running very thin. Our pilots will not stand
for the continued attacks on their work rules and benefits, and
they demand a contract that is fair and equitable and in line with
our very profitable airline."

A single contract would be a significant step toward completing
the US Airways-America West merger and combining the two airlines,
making it easier for both US Airways to manage its operational
problems and for the passengers traveling on US Airways.

Founded in 1931, Air Line Pilots Association, International --
http://alpa.org/-- represents 60,000 pilots at 40 airlines in the  
U.S. and Canada.

                       About US Airways

Headquartered in Tempe, Arizona, US Airways Group Inc.'s (NYSE:
LCC) -- http://www.usairways.com/-- primary business activity is  
the ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.


VANGUARD FIRE: Judge Lewis Orders Liquidation
---------------------------------------------
Vanguard Fire & Casualty Co. will be undergoing liquidation, the
Tampa Bay Business Journal reports.

Leon County Circuit Court Judge Terry P. Lewis ordered the company
to undergo liquidation, effective march 26, 2007, to ensure that
the claims held by policyholders will be paid.  As a result of
Judge Lewis' order, homeowner policies will be cancelled at
12:01 a.m. on April 25.

According to the report, the Department of Financial Services has
paid more than $6 million in claims using the company's assets.  
The Business Journal cites DFS spokeswoman Nina Banister as saying
that DFS determined that the company's cash and reserves weren't
enough to keep up with the claims.

In a statement, Florida Chief Financial Officer Alex Sink said
that "[g]etting the company into the liquidation process will
allow us to immediately begin paying claims from the state's
Florida Insurance Guaranty Association."

"Our top priority is to take care of policyholders and ensure
their claims are paid," she added.

                   Replacement Coverage

The Business Journal relates that DFS has asked the court for
permission to offer replacement coverage for the company's  
approximately 57,000 homeowner policyholders by either Royal Palm
Insurance Co. or Security First Insurance Co.

If approved, the replacement coverage will be effective at the
earlier of April 25 or expiration of the policyholder's Vangurad
coverage.

                        Receivership

According to the Business Journal, the company had stopped writing
new coverage in early January and said that it would no longer
renew coverage after April 19.  The company was placed into
receivership for rehabilitation on January 19.

                   About Vanguard Fire

Vanguard Fire & Casualty -- http://http://www.vanguardfc.com/--
is a property and casualty insurance company based in Maitland,
Florida.  The company specializes in personal property lines of
insurance for Florida residents, which are sold by its network of
independent insurance agents throughout the state.  The company
was founded based on the need to provide Florida residents with a
new homeowners insurance source, after many companies stopped
underwriting policies in Florida in the aftermath of Hurricane
Andrew.


VARIG SA: Selling VRG's Shares to GOL Airlines for $275 Million
---------------------------------------------------------------
GOL Intelligent Airlines aka GOL Linhas Aereas Inteligentes,
controlling shareholder of GOL Transportes Aereos S.A. and
Brazil's low-cost, low-fare airline, has agreed with VarigLog and
Volo, the controlling shareholders of VRG Linhas Aereas S.A. and
airline that operates the Varig S.A. brand, to acquire the total
share capital of VRG.

The total consideration offered for the shares of VRG is
approximately $275 million, consisting of $98 million of cash, and
approximately 6.1 million non-voting shares issued by GOL, with
various sale restrictions for up to 30 months.  With the
assumption of BRL100 million ($45 million) of debentures, the
total aggregate value of the transaction is approximately
$320 million.  This closing is conditioned on obtaining all the
customary regulatory approvals from the authorities, including the
Brazilian Antitrust Agency and the National Civil Aviation Agency;
GOL will keep investors informed of approvals.

VRG will be acquired by GTI S.A., a wholly owned subsidiary of GOL
Intelligent Airlines.  The companies will keep separate financials
and will be managed according to best practices in corporate
governance and internal controls.  VRG will operate with its own
VARIG brand, differentiated services, incorporating the low-cost
business model from GOL, and independent administration, separate
from GOL's operating subsidiary GOL Transportes Aereos S.A, which
will continue to invest in its unique low-cost operating model.

GOL and VRG will be managed as independent companies with focused
business models.  GOL will maintain focus on its low-cost, low-
fare business model, with a single-class of service in the
Brazilian domestic market and South America.  The company
maintains its commitment to popularizing air travel, making low-
fare flights more accessible to a larger portion of the
population.  VARIG will offer differentiated services, with direct
flights and a mileage program, which currently serves more than 5
million clients.  On long-haul international routes, VARIG will
offer two service classes: coach and business.

In the domestic market, VARIG will operate with a single-class of
service, prioritizing flights between the main economic centers of
Brazil, with principal bases of operation at Congonhas, Guarulhos,
Santos Dumont and Galeao airports.  Both companies will explore
synergies resulting from gains in efficiency, quality and
competitiveness.  The complementary networks of the two operating
subsidiaries will permit wide feeder and distribution of VARIG's
international flights, offering passengers arriving or departing
from Brazil numerous and flexible connection options.

The combined strength of GOL and VARIG will establish a Brazilian
airline group with a growing passenger base of over 20 million
annually, capable of competing on the South American and world
stages against other large international airlines.  GOL and VARIG
together, through higher efficiencies generated to the market and
consumers, will be ready to assume leadership of domestic and
international flights among Brazilian carriers.  The combination
of these two companies will provide the ability to increase the
number of seats offered at low fares and will stimulate growth in
air travel.

The acquisition represents the best opportunity for operations
under the VARIG brand to remain a Brazilian-managed and controlled
airline, fully focused on the strategic objectives of growth, job
creation, and competitiveness, while remaining a strong Brazilian
flag carrier.  GOL believes there are opportunities to maximize
the purchasing power of the two subsidiaries to further reduce
operating costs, increase efficiencies, continue to innovate the
Brazilian market for air travel, and pass on the benefits of
synergies between the companies to the traveling public.

VARIG will incorporate modern concepts of efficient
administration, asset optimization, intensive use of technology,
efficient and economic fleet, transparency, innovation and
employee motivation, which will make the company competitive,
profitable, financially sound, and capable of sustained growth.

VRG's fleet, currently operating with 17 aircraft, will be
increased to 34 Boeing aircraft composed of a simplified fleet of
20 737 and 14 767 aircraft.  This fleet will permit VARIG to serve
more than ten international destinations in Europe, North America,
and South America.

"GOL intends to provide VARIG with the necessary ambition,
management expertise, financial strength and cost base to compete
with South American and world competitors," Constantino de
Oliveira Junior, GOL's Chief Executive Officer, said.  "With this
acquisition, Brazil will maintain an important flag in global
aviation, the industry will benefit from an increase in jobs and
demand will be better served.  We are confident that throughout
this acquisition GOL will continue its mission of popularizing air
travel and consolidate its position as one of the leading low-cost
carriers in the world.  We will work so that our companies become
the Brazilian carriers of choice for both domestic and
international passengers."

In summary, GOL will offer a financially secure future for VARIG
through its strategy, which includes:

   * maintenance of the VARIG brand and the operation the two
     airlines separately;

   * improving the service offering under the VARIG brand,
     including the Smiles mileage program, and increasing the
     quantity of direct flights;

   * expanding service to routes not currently operated;

   * reducing VARIG's operating costs through improved
     efficiencies, superior purchasing power and lower overhead;

   * facilitating the expansion of the fleet operating the under
     the VARIG brand, by providing it with modern and efficient
     aircraft, low-cost leasing and financing facilities, and
     using purchasing power to negotiate lower costs;

   * improving the quality of the long-haul fleet operating the
     VARIG brand, and updating and innovating its long-haul
     product.

VRG is a company based on the Isolated Productive Unit of VARIG,
created in the Bankruptcy Recovery Plan of VARIG, Rio Sul and
Nordeste and acquired by VarigLog in the Judicial Auction realized
on July 7, 2006.  Under the Brazilian Company Recovery Law of
2005, the UPI was created and sold fully free of liabilities of
any nature (civil, labor, tax, pension, etc.), and upon completion
of the conditions established in the Auction Edital, so to assure
payment to creditors and the continued existence of the Recovering
Companies.  With the acquisition, GOL fully assumes the obligation
to assure that VRG completes, in the strictest terms, all of the
terms of the Auction Edital, including:

   (a) honor the two debentures already issued in the value of
       BRL50 million each, with 10-year maturities,

   (b) the hiring of the services of the Varig Training Center
       with a minimum value of BRL1 million, and

   (c) the rental at market rates of some fixed assets from VARIG.

                 About GOL Intelligent Airlines

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br-- through its subsidiary, GOL  
Transportes Aereos S.A., provides airline services in Brazil,
Argentina, Bolivia, Uruguay, and Paraguay.  The company's services
include passenger, cargo, and charter services.  As of March 20,
2006, Gol Linhas provided 440 daily flights to 49 destinations and
operated a fleet of 45 Boeing 737 aircraft.  The company was
founded in 2001.

                           About Varig

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.

The Debtors may be the first case under the new law, which took
effect on June 9, 2005.  Similar to a chapter 11 debtor-in-
possession under the U.S. Bankruptcy Code, the Debtors remain in
possession and control of their estate pending the Judicial
Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In his capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.

Volo do Brasil, which purchased VARIG's cargo unit, VARIG
Logistica S.A., and partially controlled by U.S. investment fund
MatlinPatterson Global Advisors, bought VARIG for $600 million
in July 2006.


VICTORY MEMORIAL: Exclusive Plan Filing Period Extended to July 15
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended, until July 15, 2007, the exclusive period in which
Victory Memorial Hospital and its debtor-affiliates can file a
plan of reorganization.  The Court also gave the Debtors until
Sept. 15, 2007 to solicit acceptances of that plan.

The Debtors explain that they need additional time to complete
their analysis and negotiations concerning the plan.  In addition,
the Debtors intend to comply with the Berger Recommendations Law
that took effect on Jan. 1, 2007, which advocated for the closure
of the Debtors' acute-care facilities and a continuation of the
facilities' skilled nursing, ambulatory, and home health care
programs.

                     About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a non-
profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have any
employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.
The Debtors' exclusive period to file a chapter 11 plan expires on
July 15, 2007.


VISKASE COMPANIES: Moody's Junks Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service downgraded all the credit ratings of
Viskase Companies, Inc.  The rating outlook was changed to stable
from negative.

Moody's downgraded these ratings:

   * $90 million 11.5% senior secured notes due 2011, downgraded
     to B3, LGD3, 37% from B1, LGD3, 32%

   * Corporate family rating, downgraded to Caa1 from B2

   * Probability of default rating, downgraded to Caa1 from B2

The downgrade of the corporate family rating to Caa1 reflects the
deterioration in financial metrics and a weak liquidity profile.
The company has been negatively affected by better capitalized
competitors, a reduction in capacity stemming from moving its
Indiana manufacturing facility to Mexico and restructuring costs.
Sustained negative cash flow generation and a modest cash balance
have resulted in an increased reliance on a $20 million committed
revolver to fund peak working capital needs and capital
expenditures.  

Moreover, increased usage of the revolver triggers restrictive
financial covenants and is limited by the borrowing base of
inventory and accounts receivable.

The rating is further limited by the absence of contracted
business for the majority of the company's small revenue base,
reliance on predominantly one product line and intense
competition.  The rating benefits from the company's global
presence and established clientele.

Headquartered in Darien, Illinois, Viskase Companies, Inc., is a
producer of cellulose, fibrous and plastic casings for hot dogs
and sausages, lunch meats, hams and other processed meat and
poultry products.  Revenues for the twelve months ended
Sept. 30, 2006, were $208.5 million.


VONAGE HOLDINGS: Citigroup Analyst Reduces Rating to Sell
---------------------------------------------------------
Citigroup Inc. analyst Michael Rollins reduced his rating from
"hold" to "sell" for Vonage Holdings Corp.'s stock, saying the
company may be headed for "a financial restructuring or bankruptcy
in the 2008 or 2009 timeframe," various news agencies report.

Mr. Rollins' move follows the action of Bear Stearns Cos. analyst
Mike McCormack who downgraded Vonage's shares to "underperform."  
Mr. McCormack said, "the Vonage brand and the company's ability to
regain robust subscriber growth has become impaired," Amy Thomson
of Bloomberg reports.

The two analysts' actions were made because of the company's
ongoing patent dispute with Verizon Communication Inc.  

As reported in the Troubled Company Reporter on March 12, 2007, a
federal jury found that Vonage infringed on three key patents
owned by Verizon and ordered the company to pay $58 million in
past damages and a 5.5% royalty rate on sales going forward.

Citigroup is the lead underwriter for Vonage's initial public
offering together with Deutsche Bank AG and UBS AG.  Deutsche Bank
started covering the Vonage stock in August 2006 and still has a
"hold" rating on the shares.  UBS, on the other hand, started
covering Vonage in July 2006 and has a "neutral" rating, Light
Reading reports.

Vonage Holdings Corp. (NYSE:VG) -- http://www.vonage.com/-- is a   
provider of broadband telephone services with over 1.4 million
subscriber lines as of February 8, 2006.  Utilizing its voice over
Internet protocol technology platform, the company offers feature-
rich, low-cost communications services with a call quality
comparable to traditional telephone services.  While customers in
the United States represent over 95% of its subscriber lines,
Vonage continues to expand internationally, having launched its
service in Canada in November 2004, and in the United Kingdom in
May 2005.


WERNER LADDER: Wants to Sell All Assets for $265 Million
--------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to approve the sale of substantially all of their
assets, free and clear of  liens, claims, encumbrances and
interests, to New Werner Holding Co. (DE), LLC, for $265,000,000.

New Werner is the acquisition vehicle formed by BDCM Opportunity
Fund II, L.P., BDC Finance, L.L.C. and Brencourt BD, LLC, to
acquire the Debtors' Assets under Section 363 of the Bankruptcy
Code.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that the Sale will allow
for successful conclusion of the Debtors' bankruptcy cases by:

   (i) permitting their business to exit from Chapter 11 before
       the end of the second quarter of 2007; and

  (ii) creating enough value to fund a significant portion of
       administrative expense and priority claims of their
       estates, as well as secured claims, which will permit the
       Debtors to file and confirm a liquidating plan of
       reorganization.

The salient terms of the Debtors' Asset Purchase Agreement with
New Werner are:

   (1) New Werner will purchase the Debtors' Assets for
       approximately $265,000,000, comprised of:

          (a) cash sufficient to pay the DIP Financing Payoff
              Amount, plus a wind-down amount and a Letter of
              Credit;

          (b) a credit bid; and

          (c) the assumption by New Werner of the assumed
              liabilities, valued at approximately $37,000,000,
              subject to higher or otherwise better offers.

   (2) New Werner will acquire all of the Debtors' right, title
       and interest in, to, or under all of their properties and
       assets of every kind and description.

   (3) The Debtors will retain all of their right, title, and
       interest in the Excluded Assets, which include, among
       others:

          * any shares of capital stock or other equity interest
            of any Debtor or any securities convertible into,
            exchangeable or exercisable for shares of capital
            stock or other equity interest;

          * all avoidance actions, including proceeds; and

          * all receivables, claims or causes of action related
            primarily to any excluded asses.

   (4) New Werner will assume no liabilities of the Debtors,
       except for, among others, all liabilities under certain
       seller agreements and assumed leases; all liabilities
       under capitalized leases; and all liabilities existing
       immediately before the closing and arising from the sale
       of products in the ordinary course of business.

   (5) In the event that the Purchase Agreement is terminated by
       the Debtors under certain circumstances, New Werner will
       pay a $7,000,000 termination fee to the Debtors.

   (6) The Debtors will reimburse the reasonable costs and
       expenses incurred by New Werner or the Buyer Control
       Parties in connection with the execution and delivery of
       the Purchase Agreement.

A full-text copy of the Debtors' Asset Purchase Agreement with is
available at no charge at http://researcharchives.com/t/s?1c5e

Pursuant to the Court's order approving the bidding procedures in
connection with the Sale, the Debtors will provide New Werner
with an expense reimbursement not to exceed $1,000,000, for all
its reasonable costs and expenses incurred in connection with the
Purchase Agreement and consummation of the Sale.

To facilitate and effect the Sale Transaction or the competing
transaction, the Debtors seek to assume and assign certain
executory contracts and unexpired leases to New Werner, or as
applicable, the Successful Bidder or the next highest bidder.

The Debtors have already provided New Werner with a good-faith
estimate of the required cure amounts in connection with the
assumption of those contracts and leases.

The Court will convene a hearing on April 25, 2007, at 11:00 a.m.
Eastern Time, to consider the Debtors' Sale Motion.  Objections,
if any, to the Sale must be filed no later than April 18 at 4:00
p.m.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors' exclusive period to file a plan expires on April 10,
2007.


WERNER LADDER: Court Enters Formal Bidding Procedures
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
a formal written order (i) approving bidding procedures in
connection with the sale of substantially all of Werner Holding
Co. (DE) Inc. aka Werner Ladder Company and its debtor-affiliates'
assets, including break-up fee and expense reimbursement, and (ii)
establishing procedures to determine cure amounts and deadlines
for objections for certain contracts and leases to be assumed and
assigned by the Debtors.

The Honorable Kevin J. Carey ruled that the transaction
contemplated by the Asset Purchase Agreement, dated March 20,
2007, among the Debtors and New Werner Holding Co. (DE), LLC, BDCM
Opportunity Fund II, L.P., BDC Finance, L.L.C., and Brencourt BD,
LLC, is designated as the "Stalking Horse Bid."

                    Auction Set for April 23

Judge Carey authorized the Debtors to conduct an Auction on
April 23, 2007, at 4:00 p.m. Eastern Time, at Willkie Farr &
Gallagher LLP, 787 Seventh Avenue, in New York.

The Debtors may select, in their business judgment, the highest
or otherwise best offer and the successful bidder.

The Debtors may also reject any bid that is:

   -- inadequate or insufficient;

   -- not in conformity with the requirements of the Bankruptcy
      Code, the Bankruptcy Rules, or the Bidding Procedures; or

   -- contrary to the best interests of the Debtors and their
      estates, creditors, interest holders, or other parties-in-
      interest.

If no Qualified Bids are received by 3:00 p.m. on April 20, the
Debtors will cancel the Auction on notice to the parties.  The
Debtors will also seek approval of the Stalking Horse Purchase
Agreement at a hearing to be held on April 25, at 11:00 a.m.

                       Bidding Protections

Pursuant to Section 105,363, 503 and 507 of the Bankruptcy Code,
Judge Carey authorized the Debtors to pay the Expense
Reimbursement to the Stalking Horse Bidder.  The payment will be
deemed as allowed superpriority administrative expense claim in
each of the Debtors' Chapter 11 cases, with priority over any and
all administrative expense claims, without further Court order.

Judge Carey rules that the Expense Reimbursement will be the sole
remedy of the Stalking Horse Bidder if the Stalking Horse
Purchase Agreement is terminated under circumstances where the
Reimbursement is payable.  The Stalking Horse Bidder will have no
other remedy against the Debtors or their board of directors.

                    Sale Hearing on April 25

The Court will hold a Sale Hearing on April 25 at 11:00 a.m., or
as soon as counsel and interested parties may be heard.  The Sale
Hearing may be adjourned from time to time without further
notice.

Objections, if any, to the Sale must be filed no later than
April 18 at 4:00 p.m.

                         Cure Procedures

Judge Carey requires the Debtors to prepare and distribute to
non-Debtor parties a notice listing the anticipated subject
contracts and cure amounts, if any, no later than April 5.  A
notice of assignment will be sent to non-Debtor parties to non-
residential real property leases previously assumed by the
Debtors.

If the Stalking Horse Bidder is not the successful bidder at the
Auction, the Debtors will send a subsequent contract notice to
all non-Debtor parties to executory contracts or unexpired
leases, to be assigned to the Successful Bidder that were not
Anticipated Subject Contracts.

The non-Debtor parties to the Anticipated Subject Contracts will
have until April 18 to object to the Cure Amounts and proposed
assumption and assignment of those contracts in connection with
the Sale.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors' exclusive period to file a plan expires on April 10,
2007.


WILLIAMS PARTNERS: Earns $146.9 Million in Year Ended December 31
-----------------------------------------------------------------
Williams Partners LP disclosed a net income of $146.9 million for
the year ended Dec. 31, 2006, as compared with a 2005 net income
of $118.4 million.  For fourth-quarter 2006, Williams Partners
reported net income of $32.2 million, as compared with 2005 fourth
quarter net income of $32.2 million.

Quarter-over-quarter and year-over-year comparisons throughout
this release are based on restated results following the Dec. 13,
2006, close of the partnership's acquisition of the remaining 74.9
percent interest in Williams Four Corners LLC from Williams.

Distributable cash flow for Williams Partners and its 40 percent
interest in Discovery totaled $184.4 million for 2006, compared to
$166.4 million for 2005.  For the fourth quarter of 2006, the
partnership totaled $42.3 million in distributable cash flow,
compared with $43.2 million for fourth-quarter 2005.

The improved results in 2006 are due primarily to the strong
performance in the Gathering and Processing - West segment, which
includes the Four Corners asset.  Also driving the positive
results were higher equity earnings from our investment in
Discovery, which is part of the Gathering and Processing - Gulf
segment, and higher storage revenues at Conway within the NGL
Services segment.

Total enterprise value grew to $2.3 billion by the end of 2006, as
compared with about $300 million at the time of the partnership's
initial public offering.

As of Dec. 31, 2006, the partnership listed total assets of
$933.1 million and total liabilities of $797.7 million, resulting
to total stockholders' equity of $135.4 million.  Cash and cash
equivalents as of Dec. 31, 2006, were $57.5 million, up from
$6.8 million a year ago.

A full-text copy of the partnership's annual report is available
for free at http://ResearchArchives.com/t/s?1c47

"The partnership's full-year results were driven by the strong
performance of our core assets, in terms of both record-level
[natural gas liquid] margins and increasing fee-based revenues,"
Alan Armstrong, chief operating officer of the general partner of
Williams Partners, said.

"For 2007 we anticipate solid growth of our base assets.  This
year we expect an unprecedented number of well connects for our
operations in the Four Corners area.  In addition, our Discovery
partnership began laying 35 miles of pipeline in the deepwater
Gulf of Mexico to extend our existing system out to the Tahiti
prospect in 4,400 feet of water."

                         Cash Distribution

Subsequent to the close of the fourth quarter, the board of
directors of the general partner of Williams Partners increased
the quarterly cash distribution payable to unitholders to 47 cents
from 45 cents.  This was the fourth consecutive quarter the
partnership increased its cash distribution, reflecting the
continued strong performance of its asset base.

                         Credit Facilities

The partnership may borrow up to $75 million under its $1.5
billion revolving credit facility, which is available for
borrowings and letters of credit.  Borrowings under this facility
mature on May 1, 2009.  At Dec. 31, 2006, letters of credit
totaling $29 million had been issued on behalf of Williams by the
participating institutions under this facility and no revolving
credit loans were outstanding.

The partnership also has a $20 million revolving credit facility
with Williams as the lender.  The facility was amended and
restated on Aug. 7, 2006.  The facility is available exclusively
to fund working capital borrowings.  Borrowings under the amended
and restated facility will mature on June 29, 2009.  The
partnership is required to reduce all borrowings under this
facility to zero for a period of at least 15 consecutive days once
each 12-month period prior to the maturity date of the facility.  
As of Dec. 31, 2006, the partnership had no outstanding borrowings
under the working capital credit facility.

On Dec. 13, 2006, the partnership and Williams Partners Finance
issued $600 million aggregate principal of 7.25% senior unsecured
notes due Feb. 1, 2017, in a private debt placement.  Interest is
payable semi-annually in arrears on February 1 and August 1 of
each year, beginning on Aug. 1, 2007.

                     About Williams Partners

Williams Partners LP is a publicly traded master limited
partnership that gathers, transports, and processes natural gas
and the fractionation and storage of natural gas liquids.  The
partnership's current asset base includes a 25.1% interest in
Williams Four Corners LLC, 40% interest in the Discovery system
offshore Louisiana, midstream assets at Conway, Kansas and the
Carbonate Trend gathering pipeline offshore Alabama.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings affirmed the Issuer Default Rating and senior
unsecured debt rating of Williams Partners LP at 'BB' after the
disclosure that the partnership has reached an agreement with its
sponsor, The Williams Companies, to acquire the remaining 74.9%
interest in Williams Four Corners LLC from WMB that WPZ does not
already own for consideration of $1.2 billion.  Fitch also
assigned a 'BB' rating to the partnership's proposed offering of
$600 million of senior unsecured notes, which will be used to
finance a portion of the acquisition.


WINN-DIXIE STORES: Court Closes 23 Subsidiaries' Chapter 11 Cases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a final decree closing all of the 23 subsidiary Chapter 11
cases -- Case Nos. 05-03818 through 05-03840 -- of Winn-Dixie
Stores, Inc., and its debtor-affiliates, effective March 31, 2007.

Case No. 05-03817, In re Winn-Dixie Stores, Inc., et al., will
remain open pending further Court order.

Judge Funk retains the right under Section 350(b) to reopen the
Closed Cases if circumstances so require.

The Order is without prejudice to any parties' right to reopen
any case.

The Subsidiary Debtors are:

Astor Products, Inc.                  Crackin' Good, Inc.
Deep South Distributors, Inc.         Deep South Products, Inc.
Dixie Darling Bakers, Inc.            Dixie-Home Stores, Inc.
Dixie Packers, Inc.                   Dixie Spirits, Inc.
Economy Wholesale Distributors, Inc.  Dixie Stores, Inc.
Kwik Chek Supermarkets, Inc.          Foodway Stores, Inc.
Sunbelt Products, Inc.                Winn-Dixie Montgomery, Inc.
Table Supply Food Stores Co., Inc.    Superior Food Co.
WD Brand Prestige Steaks, Inc.        Winn-Dixie Handyman, Inc.
Winn-Dixie Logistics, Inc.            Sundown Sales, Inc.
Winn-Dixie Procurement, Inc.          Winn-Dixie Raleigh, Inc.
Winn-Dixie Supermarkets, Inc.

As reported in the Troubled Company Reporter on March 13, 2007,
Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, told the Court that the remaining
proceedings in the Reorganized Debtors' Chapter 11 cases
essentially consist of matters relating to claims allowance,
distributions with respect to allowed claims, and other aspects
of implementation of their confirmed Plan of Reorganization.

Ms. Jackson states that none of the remaining bankruptcy matters
involves issues that would require separate proceedings by any
particular Debtor in the separate case of a particular Debtor.

Ms. Jackson states that the claims objection process for the
Subsidiary Debtors in the jointly administered case has been, and
will continue to be, administered by the Winn-Dixie management.
She relates that no claims objection proceedings have been
brought, and none will be needed, in any separate case of any of
the Subsidiary Debtors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest     
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).

D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.

When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.

(Winn-Dixie Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE STORES: Court Compels Discovery from Visagent Corp.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directed Visagent Corp. to provide complete answers to disputed
interrogatories, and to produce all documents in response to
discovery requests of Winn-Dixie Stores, Inc., and 23 of its
subsidiaries and affiliates.

The Reorganized Debtors had sought and obtained a protective
order under Rules 26(c)(2) and (d) of the Federal Rules of Civil
Procedure regarding Visagent's deposition of Winn-Dixie's
witnesses.

David L. Gay, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, told the Court that Visagent operated an electronic
exchange for diverting of groceries.  He explained that
"diverting" is the secondary market for groceries, in which sales
do not involve an original manufacturer.  Diverters included
brokers of diverted groceries and retailers like Winn-Dixie.

Mr. Gay related that Visagent asserted a $131,875,000 claim --
Claim No. 9953 -- against the Reorganized Debtors for breach of
the parties' June 2001 Service Agreement and other statutory and
tort claims.  Under the Agreement, Winn-Dixie had agreed to use
Visagent's exchange for diversions using Internet or similar
electronic means.

The Debtors had denied the alleged breach of duty to Visagent, and
had argued that the claimant failed to adequately perform under
the Agreement.

Visagent had insisted, however, that the Debtors had breached the
Agreement by underutilizing the Visagent exchange, and ultimately
causing the claimant to go out of business.

The Debtors had asserted that Visagent's exchange was not useful
because there were not enough diverters using the exchange, and
diverters did not use the exchange because Visagent's senior
employees were operating a competing diverting business during
the course of the Agreement.

Furthermore, Mr. Gay noted, Visagent represented to Winn-Dixie
and other diverters that "Visagent has no ownership or affiliated
interest with any manufacturer, retailer or diverter
organization."

               Interrogatories & Document Requests

In August 2006, the Debtors had served on Visagent certain
interrogatories and document requests.  Visagent then served its
responses to the Debtors' discovery requests.

By a letter dated Dec. 7, 2006, the Debtors had notified Visagent
that its responses were insufficient, and had requested that
Visagent indicate by Dec. 15, 2006, whether it would provide
sufficient responses by Jan. 5, 2007.  Visagent did not respond to
Debtors' letter.

On Dec. 19, 2006, the Debtors, out of consideration to Visagent's
attorney, had extended those deadlines and had requested that
Visagent indicate by Dec. 26, 2006, whether it would provide
adequate responses.  Visagent did not respond to that letter
either, Mr. Gay recounted.

Mr. Gay stated that some of the Debtors' discovery requests in
dispute concerned:

   a. the total annual dollar volume of all purchases and sales
      of consumer packaged goods under the Agreement, transacted
      through or in relation to the Grocery Exchange from 2001
      through the present;

   b. the total dollar volume of all purchases and sales of full
      or truckload quantities of consumer packaged goods, and
      those of less than full or truckload quantities of
      consumer-packaged goods;

   c. all officers, directors, and managers of Visagent for the
      period 2001 though the present, including their position,
      job description, and identify for each affiliations to any
      company or other legal entity involved in the diverting of
      grocery products;

   d. all officers, directors, and managers of Global Food from
      2001 though the present, who were involved in diverting
      grocery products;

   e. all facts, events, circumstances, and all documents
      supporting Visagent's complaint that Winn-Dixie breached
      its contractual obligation to exclusively utilize
      Visagent's services for eCommerce under the Agreement;

   f. all facts, events, and documents supporting Visagent's
      claim that it suffered damages aggregating 2% of all
      transactions in which Winn-Dixie has participated in the
      purchase or sale of goods in the secondary market, other
      than those through the Exchange;

   g. all facts, events, circumstances, and documents supporting
      Visagent's allegations that Winn-Dixie was obligated to
      utilize the services of Visagent for the procurement and
      sale of all merchandise acquired or sold from or through
      the secondary market;

   h. all facts and documents supporting Visagent's statement
      that Winn-Dixie intentionally, fraudulently or negligently
      induced Visagent to continue to provide development,
      training and services toward the development of Outside
      Sales Catalog and other trading programs, despite the fact
      that Winn-Dixie had no intention to use Visagent exchange
      as promised; and

   i. all facts and documents supporting Visagent's statements
      that the Agreement precluded Winn-Dixie from transacting
      purchases or sales of goods in the secondary market
      through electronic transmission, other than through
      Visagent's Grocery Exchange.

A complete list of the Interrogatories is available at no charge
at http://ResearchArchives.com/t/s?1c41

Moreover, the Debtors' Document Requests to Visagent included
documents evidencing:

   -- allegations in Visagent's Complaint;

   -- the damages that Visagent alleged in its Complaint;

   -- statements under Visagent's response, including averments
      in I. Mark Rubin's affidavit;

   -- statements under Visagent's amended statement of Claim;

   -- any purchases or sales of any goods listed in or sold
      through the Grocery Exchange from Jan. 1, 2001, to Aug. 31,
      2004; and

   -- any portion of the $131,875,000 Visagent Claim in its
      Amended Statement of Claim that Winn-Dixie owes Visagent.

The Debtors had demanded production of all complaints by anyone
about the Grocery Exchange for the period Jan. 1, 2001, to
Aug. 31, 2004.

A complete list of the Document Requests is available at no
charge at http://ResearchArchives.com/t/s?1c42

      Visagent's Objections to Discovery Requests Overruled

The Court overruled Visagent's objections to the Debtors'
Discovery Requests.

According to Mr. Gay, Visagent complained that:

   * it did not have immediate access to the answer for a
     specific interrogatory;

   * it will research and supplement its response as soon as the
     information is available for certain Interrogatories;

   * some interrogatories are unintelligible as stated;
     overbroad; compound as to requested time frames; and vague
     as to the terms "affiliations," "relationship" and
     "diverting of grocery products"; and

In addition, Visagent had objected to each of the Document
Requests on the grounds that they are overly broad and vague, and
that they seek privileged attorney-client or attorney work-product
materials.  Visagent had further opposed to the definitions and
instructions as overly broad and inconsistent with the Civil Rule
requirements.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest     
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).

D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.

When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.

(Winn-Dixie Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


YUKOS OIL: Rosneft Oil May Bid for Yukos Transservis Unit
---------------------------------------------------------
OAO Rosneft Oil Co. may bid for OAO Yukos Oil Co.'s Transservis
unit after signing an oil delivery contract with China
International United Petroleum & Chemicals Co. Ltd., the trading
unit of China Petroleum & Chemical Corp., Kommersant reports.

Under the contract, Rosneft will deliver three million tons of oil
annually through the Sino-Russo border of Naushki, Kommersant
relates.  Rosneft delivered via the Transbaikal-Manchuria border
crossing 8.9 million of the 10.3 million tons of oil that China
received from Russia in 2006.  

Russia agreed in 2004 to supply China around 15 million tons of
oil in 2006.  The deal, however, failed after OAO Yukos Oil Co.
ceased supplying oil to the Asian country in the autumn of 2006.

The paper notes that Rosneft would face difficulties in shipping
oil through Naushki without Yukos Transservis, which handles 13%
of all Russian train oil shipment.

The paper said Eduard Rebgun, Yukos' bankruptcy receiver will
likely place Yukos Transservis on the auction block.  Rosneft may
have to shell around RUR8 billion to RUR10 billion to acquire the
unit, which posted EUR1 billion in net profit in 2006.  If Rosneft
decides to bid for Yukos Transservis, it might face
Severstaltrans, which was reportedly interested in acquiring it,
Kommersant relates.

                           About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum     
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                          About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an  
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Auctioning Two Bank Stakes Next Month
------------------------------------------------
The Russian Federal Property Fund said OAO Yukos Oil Co.'s stakes
in two banks will be auctioned off next month, AFX News Limited
states.

According to the report, the assets to be sold will include:

   -- a 7.69% stake in VTB Bank Deutschland to be auctioned on
      April 25, 2007, for a EUR6.7 million ($8.9 million)
      starting price; and

   -- a 1.998% stake in Khanty-Mansiisk Bank to be auctioned on
      April 26, 2007, for a EUR4.7 million ($6.3 million)
      starting price.

As widely reported, Yukos auctioned off its first set of assets,
which include its 9.44% stake in state-owned Rosneft Oil and
promissory notes issued by Yuganskneftegaz, Yukos' former main
production unit, yesterday for a RUR195.5 billion ($7.47 billion)
starting price.

Meanwhile, its 20% stake in Gazprom Neft, along with Yukos'
ArcticGaz unit and 20 other assets in one lot, will carry a
RUR145-billion starting price during the April 4, 2007, auction.

The bidding for the assets started March 19, 2007.  Other auction
details show:

            Bidding    Auction         Starting   Bid Increment
   Assets   Deadline   Date         Price (RUR)           (RUR)
   ------   --------   -------   --------------  --------------
   Lot 4    Apr. 13    Apr. 17     2.64 billion   26.39 million

   Lot 5    Apr. 16    Apr. 18   992.31 million    9.92 million

   Lot 6    Apr. 18    Apr. 20     3.12 million          31,000

An unidentified source tells Interfax that assets under Lot 4,
which will feature Yukos's stakes in various energy companies,
include:

   -- ZAO Energy Service Co. (100%),
   -- ESKOM- EnergoTrade (100%),
   -- Belgorodenergo (25.73%),
   -- Tambovenergo (25.15%),
   -- Tambov Energy Sales Company (25.15%),
   -- Tambov Trunk Grid Company (25.15%),
   -- Belgorod Trunk Grid Company (25%),
   -- Belgorod Sales Company (25%),
   -- Corporate Service Systems (25%), and
   -- Territorial Generation Company No. 4 (3.18%).

RBC says the fifth lot will be comprised of nine assets while
the sixth would include eight non-core assets of the bankrupt
oil firm.

Mr. Rebgun has estimated Yukos' assets between $25.6 billion
and $26.8 billion, minus a possible liquidation discount of
not more than 30%.  As of Jan. 31, 2007, claims against Yukos
filed by 68 creditors reached RUR709 billion ($26.8 billion).

Rosneft Oil and Gazprom are seen as the most likely bidders for
the bulk of the nearly 200 Yukos assets up for liquidation, which
Mr. Rebgun aims to sell by August 2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion ($10 billion) claim against Yukos, which
entitled Rosneft a seat in the firm's creditors' committee.

                        About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than $12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* A.M. Best Says 17 Insurers were Financially Impaired in 2006
--------------------------------------------------------------
Seventeen U.S. insurance companies became financially impaired in
2006, despite a respite for property/casualty insurers from two
consecutive turbulent hurricane seasons and more diversified asset
portfolios among life/health insurers, according to two new A.M.
Best Co. special reports, "2007 Annual U.S. Life/Health
Impairments" and "2007 Annual U.S. Property/Casualty Impairments."

The property/casualty report found 15 insurers in those lines of
business became impaired last year, a rate of 1-in-233 companies.  
While any impairment can be a hardship to policyholders and
employees, 2006's impairment rate is half the historical rate of
the past 38 years.  So far in 2007, A.M. Best has identified one
public impairment: Vanguard Fire & Casualty Co. Florida;
regulators placed that company in rehabilitation in January.
Vanguard Fire & Casualty was never rated by A.M. Best.

The majority of last year's impaired property/casualty companies
were affiliated with either Poe Financial Group or Vesta Insurance
Group.

Of the two life/health companies identified as impaired in 2006,
one is a known confidential supervision.  The other impairment is
Security General Life Insurance Co., which was issued a cease-and-
desist order by the Oklahoma Insurance Department last September.
It was placed in rehabilitation in November.  The company was not
rated by A.M. Best at the time of impairment.  2006's impairment
rate of 1-in-769 life/health companies continues a seven-year
trend of below-average impairment rates.

"We have a circumstance with confidential supervision," said John
Williams, senior business analyst at A.M. Best.  "The states take
action to try to prevent problems for companies that they see in
financial trouble.  We picked up three additional impairments for
2005 and there's a fair shot that you'll see a fair jump in the
2006 numbers as we go forward-enough that they won't be the lowest
numbers on record."

"What we found with most of these companies, both in
property/casualty and in life/health, the impaired companies and
those that became impaired either had vulnerable A.M. Best
ratings, or were not rated at all by A.M. Best," said Williams.

A.M. Best designates an insurer financially impaired as of the
first official regulatory action taken by an insurance department.  
That marks the point when an insurer's ability to conduct normal
insurance operations is adversely affected, capital and surplus
have been deemed inadequate to meet legal requirements, or the
company's general financial condition has triggered regulatory
concern.

The financially impaired companies identified in these studies
might not technically have been declared insolvent.  The
definition of financially impaired is broader than that of a
Best's Rating of E (under regulatory supervision), which is
assigned only when an insurer is no longer allowed to conduct
normal ongoing insurance operations.

Founded in 1899, A.M. Best Company is a full-service credit rating
organization dedicated to serving the financial services
industries, including the banking and insurance sectors.


* Donald Lund & Curt Vazquez Join Cohen & Grigsby as Directors
--------------------------------------------------------------
Donald M. Lund and Curt Vazquez have joined Cohen & Grigsby, P.C.

Donald M. Lund joins the firm as a director in the Litigation
Group.  He focuses his practice in the areas of complex commercial
litigation (sale of asset disputes, unfair competition, Lanham
Act, construction claims, Internet service disputes, civil RICO
actions, business tort actions, partnership disputes) and product
defect claims.  He received his J.D. from the University of
Pittsburgh School of Law in 1992 and his B.S. from Yale University
in 1989.  He is admitted to practice in Pennsylvania.  Prior to
joining Cohen & Grigsby, Mr. Lund was with the law firm of Jones
Day in its Pittsburgh Office.  He resides in Upper St. Clair,
Pennsylvania.

Curt Vazquez joins the firm as a director in the Litigation Group.  
With wide experience in a variety of commercial litigation
matters, he focuses his practice in the areas of insurance
coverage and counselling, consumer class action defense, and
accounting malpractice.  He received his J.D. from Yale Law School
in 1985 and his B.S. from the University of Colorado in 1982.  He
is admitted to practice in Pennsylvania and Colorado.  Prior to
joining Cohen & Grigsby, Mr. Vazquez was Counsel with the law firm
of Jones Day in Pittsburgh.  He lives in Fox Chapel, Pennsylvania.

Headquartered in Pittsburgh, Pennsylvania, Cohen & Grigsby P.C. --
www.cohenlaw.com/ -- offers legal services to private and publicly
held businesses, nonprofits, multinational corporations,
individuals and emerging companies.  It has experience in
bankruptcy, business, tax, employee benefits, estates, trusts,
immigration, intellectual property, international business,
litigation, labor and employment, and real estate. The firm has
offices in Naples, Florida and Bonita Springs, Florida.


* Winstead PC Attorneys Recognized as Texas Rising Stars
--------------------------------------------------------
About 23 dynamic attorneys from Winstead PC were recognized as
Texas Rising Stars and will be featured in the April 2007 Texas
Monthly magazine.

Nominated by members of the prestigious Texas Super Lawyers list,
the Texas Rising Star honor is reserved for the top Texas
attorneys who are 40 years old or younger, or have been in
practice fewer than 10 years.  Only 2.5% of eligible Texas
attorneys receive this honor each year.

"Winstead has several bright and talented attorneys on our staff
who represent the next generation of success and growth for the
firm," Winstead Chairman and CEO Denis Braham said.  "They have
exceptional business minds and their tireless dedication and
commitment to the business of our clients is commendable.  We are
honored that 23 of them were selected as Rising Stars, and proud
to have them on the Winstead team."

These are the Winstead attorneys, by office location and area of
practice, who earned a spot among the 2007 Texas Rising Stars:

   * Austin

     Alexander R. Allemann -- Corporate/Securities
     Trek C. Doyle -- Litigation/Dispute Resolution
     Jason Roy Flaherty -- Tax
     David J. Muckerheide -- Insurance, Corporate/Regulatory
     Melissa A. Lorber -- Litigation/Dispute Resolution
     Alexander S. Valdes -- Litigation/Dispute Resolution

   * Dallas

     Natalie M. Brandt -- Litigation/Dispute Resolution
     Louisa Ann Brunenn -- Banking
     Eli O. Columbus -- Bankruptcy
     Noelle L. Garsek -- Real Estate
     Tanya D. Henderson -- Litigation/Dispute Resolution
     Laurie C. Jardine -- Litigation/Dispute Resolution
     Allan S. Katz -- Real Estate
     Phillip L. Lamberson -- Bankruptcy
     Richard C. Leucht II -- Banking
     Sean C. Urich -- Labor & Employment

   * Fort Worth

     David Fowler Johnson -- Appellate

   * Houston

     Ricardo Garcia-Moreno -- Corporate/Securities
     Joshua L. Lebar -- Real Estate
     Demetra L. Liggins -- Bankruptcy
     Derrick Mitchell -- Corporate/Public Finance
     Jack W. Perry -- Real Estate
     David F. Staas -- Real Estate

Winstead PC -- http://www.winstead.com/-- is a business law firms  
in Texas, representing major companies regionally and nationally
in the real estate, financial services and technology industries.  
Winstead attorneys and consultants serve as trusted advisors to
mid-market and large businesses, providing a core range of legal
services that are critical to their operation and success.  From
its broad corporate practice to high-stakes litigation and
appellate matters, Winstead has the power to perform for your
business.  Winstead has offices in Austin, Dallas, Fort Worth,
Houston, San Antonio, and The Woodlands, Texas; and Washington
D.C.


* 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 Headliners Entertainment Group Inc.
   Bankr. D. N.J. Case No. 07-12947
      Chapter 11 Petition filed March 2, 2007
         See http://bankrupt.com/misc/njb07-12947.pdf

In re Choe Enterprises, Inc.
   Bankr. W.D. Tex. Case No. 07-50697
      Chapter 11 Petition filed March 20, 2007
         See http://bankrupt.com/misc/txwb07-50697.pdf

In re DeVallis Realty Trust, Inc.
   Bankr. D. Mass. Case No. 07-40928
      Chapter 11 Petition filed March 20, 2007
         See http://bankrupt.com/misc/mab07-40928.pdf

In re Jeanne Marie Donia
   Bankr. D. Ariz. Case No. 07-00422
      Chapter 11 Petition filed March 20, 2007
         See http://bankrupt.com/misc/azb07-00422.pdf

In re Neo Technologies, Inc.
   Bankr. W.D. N.Y. Case No. 07-00995
      Chapter 11 Petition filed March 20, 2007
         See http://bankrupt.com/misc/nywb07-00995.pdf

In re Amdal In-Home Care, Inc.
   Bankr. E.D. Calif. Case No. 07-10811
      Chapter 11 Petition filed March 21, 2007
         See http://bankrupt.com/misc/caeb07-10811.pdf

In re Bryce Childrens' Irrevocable Trust
   Bankr. D. Ariz. Case No. 07-00427
      Chapter 11 Petition filed March 21, 2007
         See http://bankrupt.com/misc/azb07-00427.pdf

In re A.G. Mack Contracting Co., Inc.
   Bankr. E.D. Mo. Case No. 07-41764
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/moeb07-41764.pdf

In re Alfred's Fabric Centers, Inc.
   Bankr. N.D. N.Y. Case No. 07-10810
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/nynb07-10810.pdf

In re Badeau Properties, LLC
   Bankr. D. R.I. Case No. 07-10479
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/rib07-10479.pdf

In re James Allen Fritz, Sr.
   Bankr. M.D. Tenn. Case No. 07-02004
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/tnmb07-02004.pdf

In re Pizzeria La Ferlita, Inc.
   Bankr. D. Ariz. Case No. 07-00455
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/azb07-00455.pdf

In re Starfire Limousine Services, LLC
   Bankr. E.D. Mich. Case No. 07-45591
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/mieb07-45591.pdf

In re Timothy E. Listenbee, Sr.
   Bankr. W.D. Wis. Case No. 07-11040
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/wiwb07-11040.pdf

In re Turmeko Properties Inc.
   Bankr. C.D. Calif. Case No. 07-12300
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/cacb07-12300.pdf

In re Universal Broadcasting, Inc.
   Bankr. D. Nev. Case No. 07-50278
      Chapter 11 Petition filed March 22, 2007
         See http://bankrupt.com/misc/neb07-50278.pdf

In re Cedar Wood Acres Development Co., Inc.
   Bankr. W.D. Mo. Case No. 07-60361
      Chapter 11 Petition filed March 23, 2007
         See http://bankrupt.com/misc/mowb07-60361.pdf

In re Tri-State Traffic Control, Inc.
   Bankr. W.D. Mo. Case No. 07-60364
      Chapter 11 Petition filed March 23, 2007
         See http://bankrupt.com/misc/mowb07-60364.pdf

In re VF Corporation
   Bankr. M.D. Ala. Case No. 07-30433
      Chapter 11 Petition filed March 23, 2007
         See http://bankrupt.com/misc/almb07-30433.pdf

In re Secure Car Armor Corp.
   Bankr. N.D. Tex. Case No. 07-31392
      Chapter 11 Petition filed March 25, 2007
         See http://bankrupt.com/misc/txnb07-31392.pdf

In re 18th & Rittenhouse Square Restaurant, LLC
   Bankr. E.D. Pa. Case No. 07-11737
      Chapter 11 Petition filed March 26, 2007
         See http://bankrupt.com/misc/paeb07-11737.pdf

In re FLL, LLC
   Bankr. E.D. Va. Case No. 07-10704
      Chapter 11 Petition filed March 26, 2007
         See http://bankrupt.com/misc/vaeb07-10704.pdf

In re Gasche Electric & Control, Inc.
   Bankr. S.D. Iowa Case No. 07-00889
      Chapter 11 Petition filed March 26, 2007
         See http://bankrupt.com/misc/iasb07-00889.pdf

In re Kerry Allan Kruszewski
   Bankr. M.D. Tenn. Case No. 07-02089
      Chapter 11 Petition filed March 26, 2007
         See http://bankrupt.com/misc/tnmb07-02089.pdf

In re Seal-Tec, Inc.
   Bankr. S.D. Ind. Case No. 07-90557
      Chapter 11 Petition filed March 26, 2007
         See http://bankrupt.com/misc/insb07-90557.pdf

In re Winchester Constructors LLC
   Bankr. M.D. Tenn. Case No. 07-02091
      Chapter 11 Petition filed March 26, 2007
         See http://bankrupt.com/misc/tnmb07-02091.pdf

In re BMN Inc.
   Bankr. S.D. Calif. Case No. 07-01485
      Chapter 11 Petition filed March 27, 2007
         See http://bankrupt.com/misc/casb07-01485.pdf

In re Bishop Wright P.C.
   Bankr. N.D. Tex. Case No. 07-31408
      Chapter 11 Petition filed March 27, 2007
         See http://bankrupt.com/misc/txnb07-31408.pdf

In re Charlie Duane Barkley, Jr.
   Bankr. W.D. La. Case No. 07-50357
      Chapter 11 Petition filed March 27, 2007
         See http://bankrupt.com/misc/lawb07-50357.pdf

In re Feja's Hair Design & Wellness Spa, LLC
   Bankr. D. Md. Case No. 07-12775
      Chapter 11 Petition filed March 27, 2007
         See http://bankrupt.com/misc/mdb07-12775.pdf

In re Medicalt Corporation
   Bankr. M.D. Fla. Case No. 07-02345
      Chapter 11 Petition filed March 27, 2007
         See http://bankrupt.com/misc/flmb07-02345.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, Melanie C. Pador,
Ludivino Q. Climaco, Jr., 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 ***