TCR_Public/070411.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 11, 2007, Vol. 11, No. 85

                             Headlines

ABDUL GHAFOOR: Case Summary & 16 Largest Unsecured Creditors
AEQUICAP INSURANCE: A.M. Best Says Financial Strength is Fair
AMERISTAR CASINOS: Buys Resort International Unit for $657 Million
AMKOR TECHNOLOGY: Bank of Korea Approves Unit's $300 Million Loan
AMKOR TECHNOLOGY: Moody's Lifts Senior Unsec. Notes' Rating to B1

AMTROL INC: Court OKs Huron Consulting to Give Valuation Services
ANTHONY EMPOSIMATO: Case Summary & Largest Unsecured Creditor
APPALACHIAN REGIONAL: Labor Strike Cues Fitch's Negative Watch
APOGEE TECHNOLOGY: Miller Wachman Raises Going Concern Doubt
BCAP LLC: Moody's Rates Class II-B-3 Certificates at Ba2

BEAR STEARNS: Moody's Puts Low-B Ratings on Six Securities
BEAZER HOMES: Fitch Holds BB+ Ratings and Says Outlook is Negative
BUCKEYE PACIFIC: Case Summary & Nine Largest Unsecured Creditors
C AND C PROPERTIES: Files Schedules of Assets and Liabilities
CARLYLE HIGH: S&P Rates $12 Million Class E Notes at BB

CHATTEM INC: Prices Offering of $85 Mil. Convertible Senior Notes
CITATION CORPORATION: Joint Plan's Effective Date is April 6
COMMUNITY HEALTH: A.M. Best Puts Ratings Under Negative Review
COUDERT BROTHERS: Hires Edwin Matthews as Special Counsel
CYBERCARE INC: Files Amended Chapter 11 Plan in Florida

DAIMLERCHRYSLER AG: Kerkorian Offers $4.5 Billion for Chrysler
DAIMLERCHRYSLER AG: Board Names Dr. Manfred Bischoff as Chairman
DAVIDSON DIVERSIFIED: Ernst & Young Raises Going Concern Doubt
DELTA AIR: Republic Airways Sells Claim for $44.59 Million
DIAMONDBACK DELIVERY: Case Summary & 19 Largest Creditors

ECV DEVELOPMENT: Plan Proposes to Pay All Creditors in Full
ELGIN NATIONAL: Moody's Revises Outlook to Developing
ENERGY PARTNERS: Provides Update on Offer and Consent Solicitation
ENHERENT CORP: December 31 Balance Sheet Upside-Down by $1 Million
ENVIRONMENTAL SYSTEMS: Moody's to Withdraw Rating on Lack of Info

ENVISION HEALTHCARE: Case Summary & 3 Largest Unsecured Creditors
FAMILYMEDS GROUP: Shareholders Approve Plan of Liquidation
FOSTER WHEELER: Earns $262 Million in Year Ended December 29
FOSTER WHEELER: Good Performance Cues Moody's to Lift Ratings
FOUR B DEVELOPMENT: Files Schedules of Assets and Liabilities

GSAA HOME: Moody's Rates Class B-3 Certificates at Ba2
GUARDIAN TECHNOLOGIES: Goodman & Co. Raises Going Concern Doubt
HOVNANIAN ENTERPRISES: High Leverage Cues Moody's to Cut Ratings
HOVNANIAN ENTERPRISES: Fitch Holds Ratings & Says Outlook is Neg.
HUISH DETERGENTS: S&P Rates $700 Million Facilities at B

IASIS HEALTHCARE: Moody's Junks Rating on $300 Million PIK Loan
INDEPENDENCE VII: Fitch Holds BB+ Rating on $5.4 Million Notes
INDYMAC RESIDENTIAL: Moody's Rates Class B Certificates at Ba1
INSIGNIA VESSEL: Moody's Puts Corporate Family Rating at B2
INTERNATIONAL RECTIFIER: Committee Finds Accounting Irregularities

INTERNATIONAL RECTIFIER: Moody's Review Ratings & May Downgrade
INTERNATIONAL RECTIFIER: Material Weakness Cues S&P's Neg. Watch
ION MEDIA: Clarifies Information on Recapitalization Proposals
IPCS INC: Moody's Affirms B3 Rating and Says Outlook is Developing
IPCS INC: Aggressive Financial Policy Cues S&P's Negative Outlook

IRAJ ISADPAHNAH: Voluntary Chapter 11 Case Summary
ITC HOMES: Judge Hollowell Confirms Amended Reorganization Plan
JMJ PROPERTIES: Voluntary Chapter 11 Case Summary
JOAN FABRICS: Files for Bankruptcy in Delaware
JOAN FABRICS: Case Summary & 30 Largest Unsecured Creditors

KB HOME: Financial Filing Cues S&P to Remove Negative CreditWatch
KNOLOGY INC: Completes $255 Million PrairieWave Acquisition
LSI LOGIC: Merges With Agere Systems & Atlas Acquisition
LSI CORP: Agere Merger Cues S&P to Upgrade Negative to BB
MAGSTAR TECHNOLOGIES: Virchow Krause Raises Going Concern Doubt

MESABA AVIATION: Minnesota Court Confirms Chapter 11 Plan
METCARE RX: Organizational Meeting Scheduled on April 19
MICHAEL ALOYAN: Case Summary & Eight Largest Unsecured Creditors
MICHAEL OWENS: Case Summary & 17 Largest Unsecured Creditors
MIRANT CORPORATION: Board Exploring Strategic Alternatives

MISSISSIPPI FARM: A.M. Best Withdraws Ratings on Company's Request
NORMA AURELIO: Case Summary & Four Largest Unsecured Creditors
NORSTAN APPAREL: Creditors Win $67MM Fraudulent Transfer Lawsuit
OWNIT MORTGAGE: Wants to Reject Unexpired Leases & Contracts
PACER INT'L: Share Repurchase Increase Cues S&P to Hold Ratings

PACIFIC LUMBER: Panel Hires Pachulski Stang as Bankruptcy Counsel
PACIFIC LUMBER: Taps Morrison as Special Litigation Counsel
PENN TREATY: A.M. Best Holds Ratings and Retains Negative Review
PENNSYLVANIA REAL: Earns $19 Million in Quarter Ended December 31
PLEASANT CARE: Section 341(a) Meeting Scheduled on April 27

PLEASANT CARE: Wants to Hire Levene Neale as Bankruptcy Counsel
PLEASANT CARE: U.S. Trustee Appoints Five-Member Official Panel
PRICELINE.COM INC: Good Revenue Cues S&P's Positive Outlook
REMINGTON ARMS: To Sell Assets to Cerberus for $370 Million
ROCKAWAY BEDDING: Case Summary & 20 Largest Unsecured Creditors

SENTRY TECHNOLOGY: SF Partnership Raises Going Concern Doubt
SKI COUNTRY: Case Summary & 25 Largest Unsecured Creditors
SONA MOBILE: Losses Cue Horwath Orenstein's Going Concern Doubt
SOUTHPARK COMMUNITY: Files Schedules of Assets and Liabilities
SOUTHPARK COMMUNITY: Wants Plan Filing Period Stretched to July 28

ST. MARY: Completes Private Placement of 3.5% Convertible Notes
STRUCTURED ADJUSTABLE: S&P Puts D Rating on Class M3 Certificates
STRUCTURED ASSET: Moody's Rates Class B5 Certificates at B2
STRUCTURED ASSET: S&P Lowers Ratings on Class B Certificates to B
SYNAGRO TECHNOLOGIES: S&P Affirms Ratings on $540 Million Facility

TEC ELECTRIC: Organizational Meeting Scheduled for April 17
TECHNICAL OLYMPIC: Liquidity Pressures Cue S&P's Negative Watch
TEXAS STATE HOUSING: Sufficient Funds Prompt S&P's Stable Outlook
TNS INC: S&P Rates Proposed $240 Million Credit Facility at BB-
TRAINER WORTHAM: Fitch Holds BB Rating on Preference Shares

UNISOURCE ENERGY: Earns $67.4 Million in Year Ended December 31
URS CORP: Earns $113 Million in Fiscal Year Ended December 31
VIOQUEST PHARMACEUTICALS: J.H. Cohn Raises Going Concern Doubt
WCI COMMUNITIES: Earns $9 Million in Year Ended December 31
WELLMAN INC: Appoints Mark Ruday as Vice President of Operations

* John Campo and John Kinzey Join Dreier as Partners

* Upcoming Meetings, Conferences and Seminars

                             *********

ABDUL GHAFOOR: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Abdul Ghafoor
        Kalsoom Bibi Ghafoor
        aka Blue Star Gas & Minimart
        aka Blue Star Gas
        2201 Putnam Street
        Antioch, CA 94509

Bankruptcy Case No.: 07-41009

Chapter 11 Petition Date: April 4, 2007

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Peter C. Pappas, Esq.
                  2400 Sycamore Drive, Suite 40
                  Antioch, CA 94509
                  Tel: (925) 754-0772

Total Assets: $2,423,925

Total Debts:  $2,267,721

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State Board of Equalization      business debt         $221,910
P.O. Box 942879
Sacramento, CA 94279

C.E.S. Controlled                business debt         $101,810
Environmental
P.O. Box 401
Oakley, CA 94561

Tax Care                         business debt          $15,900
1310 Monument Drive
Concord, CA 94519

Contra Costa Health              consumer debt          $13,700

Firstside Bank                   consumer debt          $13,000
                                 value of
                                 unsecured:
                                 $9,000

Valero                           business debt           $5,400

L.A. Commercial Group            business debt           $5,200

                                 consumer debt           $2,440

Richmond Sanitary Service        business debt           $3,100

AT&T Universal                   consumer debt           $2,845

Bay Alarm                        business debt           $2,796

Southern Wine & Spirit           business debt           $2,500

Northern Leasing System          consumer debt           $3,640

Franchise Tax Board              business debt           $1,800

Jetro Cash & Carry               consumer debt           $1,670

Commercial Collection Service    business debt           $1,515

M.T.C. Distribution              consumer debt           $1,500


AEQUICAP INSURANCE: A.M. Best Says Financial Strength is Fair
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B+ (Good) and has assigned an issuer credit rating of
"bb-" to AequiCap Insurance Company of Fort Lauderdale, Fla.

The outlook for both ratings is negative.

These rating actions reflect the company's significant reduction
in risk-adjusted capitalization to a vulnerable level as of year-
end 2006 due to substantial adverse loss reserve development in
the commercial automobile line of business, significant premium
growth and reinsurance dependence.  The adverse development was
related to the settlement in 2006 of a backlog of large bodily
injury claims from prior accident years.  Although the company has
taken significant corrective action to improve and track claims
handling, A.M. Best is concerned with the historical lack of
internal controls demonstrated in the claims operations, which led
to this development.  As a result of this reserve charge,
aggregate reported earnings over the last five years were
unfavorable.  The negative outlook is reflective of the execution
risk associate with management's corrective actions to improve
earnings and risk-adjusted capitalization.

These negative rating factors are modestly offset by the advantage
the company receives from its affiliated managing general
underwriter, AequiCap Program Administrators, through, which
management has the flexibility to shift business to and from the
insurance company, depending on market conditions.  The ratings
also recognize the corrective actions implemented to establish
more accurate loss reserve levels, improve claims handling and
plans to improve risk-adjusted capitalization.  In addition,
demonstrated financial support from the parent organization is
evidenced by significant capital contributions over the last five
years.  However, debt at the parent has increased in recent years,
resulting in high financial leverage.

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.


AMERISTAR CASINOS: Buys Resort International Unit for $657 Million
------------------------------------------------------------------
Ameristar Casinos Inc. entered into a purchase agreement with
Resort International Holdings LLC to acquire its subsidiary
RIH Acquisitions IN LLC's outstanding membership interest for
$657 million in cash, subject to a post-closing working capital
adjustment.

The closing of the acquisition is subject for approval by the
Indiana Gaming Commission and other regulatory authorities,
antitrust preclearance, completion of the company's investigation
and other customary closing conditions.

The company can terminate the Agreement, without penalty, on
or before April 22, 2007, if its $25 million deposit will be
returned.

The company further said that the Closing of the acquisition is
not subject to a financing condition.  The company expects to
complete the acquisition in the fourth quarter of 2007.

A full-text copy of Resorts and Ameristar's Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?1ce1

                         About Ameristar

Ameristar Casinos, Inc. (NASDAQNM: ASCA) owns and operates seven
hotel/casinos in six markets. The company's portfolio of casinos
consists of: Ameristar St. Charles (St. Louis market); Ameristar
Kansas City; Ameristar Council Bluffs (Omaha market); Ameristar
Vicksburg; Ameristar Blackhawk (Denver market); and Cactus Petes
and the Horseshu in Jackpot, Nevada (Idaho market).

                         *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Moody's Investors Service affirmed Ameristar Casinos Inc.'s Ba3
corporate family rating, B1 probability of default rating,
Ba3/LGD-3 bank loan rating, and positive ratings outlook in
response to the company's announcement that it has entered into a
definitive agreement with Resorts International Holdings, LLC to
acquire its subsidiary that owns and operates Resorts East Chicago
for $675 million in cash.


AMKOR TECHNOLOGY: Bank of Korea Approves Unit's $300 Million Loan
-----------------------------------------------------------------
Amkor Technology Inc. reported that its subsidiary Amkor
Technology Korea Inc. has received approval from the Bank of
Korea, with respect to the $300 million 7-year secured credit
facility with Woori Bank.

The proceeds of this loan have been drawn, and were used to
refinance and refund the outstanding principal on Amkor's
$300 million second lien term loan due October 2010, and together
with an additional $12.1 million in prepayment fees and accrued
interest funded by Amkor

Amkor Technology said that this transaction discharges all of
its  obligations under the second lien term loan, as well as the
subsidiary guarantees and collateral securing the term loan.

As reported in the Troubled Company Reporter on April 4, 2007,
Amkor Korea entered into a 7-year $300 million secured credit
facility with Woori Bank.  The loan is guaranteed on an unsecured
basis by Amkor Technology and bears interest at Woori's base rate
plus 50 bps and amortizes in 28 equal quarterly payments through
April 2014.

                      About Amkor Technology

Chandler, Arizona-based Amkor Technology, Inc. (NASDAQ: AMKR) --
http://www.amkor.com/-- provides advanced semiconductor assembly
and test services.  The company offers semiconductor companies and
electronics original equipment manufacturers a complete set of
microelectronic design and manufacturing services.  The company
has factories and operations in China, Japan, Korea, Philippines,
Singapore and Taiwan.  The company also has marketing and sales
office locations in the U.S., China, France, Japan, Korea, the
Philippines, Singapore, Taiwan and the United Kingdom.


AMKOR TECHNOLOGY: Moody's Lifts Senior Unsec. Notes' Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating on Amkor Technology,
Inc.'s senior unsecured notes to B1 from B2 and simultaneously
withdrew the Ba2 rating on the guaranteed senior secured second
lien term loan following its refinancing with a new $300 million
secured term loan maturing 2014 issued by Amkor's South Korean
subsidiary.  The ratings on the company's subordinated notes as
well as the corporate family and speculative grade liquidity
ratings were affirmed.  The ratings outlook is stable.

The one notch upgrade of the senior unsecured notes reflects a
lower loss-given-default point estimate (40% from 48%) and
effectively less secured debt in the capital structure despite the
legal name of the new obligation, as we believe that the
collateral value of the new debt has minimal value, if any, in a
distressed scenario (i.e., 100% deficiency claim).

The new loan, which will be issued by Amkor Technology Korea,
Amkor's wholly-owned South Korean subsidiary, will be secured to
substantially all land, building and equipment at this operating
entity and guaranteed on an unsecured basis by Amkor.  Moody's
views constructively the maturity extension as well as the new
loan's improved pricing, which should result in annual interest
expense savings of roughly $10 million.

This rating was upgraded:

      $1,162 million Senior Unsecured Notes with various
      maturities to B1 (LGD-3, 40%) from B2 (LGD-3, 48%)

This rating was withdrawn:

      $300 million Guaranteed Senior Secured 2nd Lien Term Loan
      due 2010 -- Ba2 (LGD-1, 7%)

These ratings were affirmed:

      Corporate Family Rating -- B2

      Probability of Default Rating -- B2

      $22 million 10.5% Senior Subordinated Notes due 2009 -- Caa1
      (LGD-   5, 81%)

      $190 million 2.5% Convertible Senior Subordinated Notes due
      2011 -- Caa1 (LGD-5, 89%)

      Speculative Grade Liquidity Rating -- SGL-2

Chandler, AZ-based Amkor Technology, Inc. is one of the largest
providers of contract semiconductor assembly and test services for
integrated semiconductor device manufacturers as well as fabless
semiconductor operators.  Revenues for the twelve months ended
December 2006 were $2.7 billion.


AMTROL INC: Court OKs Huron Consulting to Give Valuation Services
-----------------------------------------------------------------
Amtrol Inc. and its debtor affiliates obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Huron
Consulting Services LLC to provide fresh start reporting and
valuation services.

Huron is a multi-disciplined consulting firm with practices in
bankruptcy, financial restructuring advisory, valuation and
litigation-related services for public and private companies,
lenders, creditors, equity holders and impartial constituents.

Huron Consulting is expected to assist in matters pertaining to
the Debtors' Chapter 11 reorganization and emergence, and will
undertake consulting services pertaining to the Debtors' adoption
of generally accepted accounting principles for companies in
chapter 11, defined as SOP 90-7.  The Debtor relates that these
services fall into two discreet work streams, Fresh-Start
Consulting and Valuation Consulting.

The Fresh-Start Consulting task includes:

   a) assisting the management with financial reporting matters,
      specifically advisory assistance in the interpretation and
      application of SOP 90-7;

   b) assisting the management in applying fresh-start adjustment
      and preparing disclosures for the projected financial
      information for the disclosure statement; and

   c) preparing the substantiation of fresh-start balance sheet
      under SOP 90-7.

Valuation Consulting work requires:

   a) performing a preliminary analysis of the fair value of the
      Debtors' intangible assets; and

   b) perform a valuation of all the intangible assets and certain
      liabilities.

Huron Consulting will also perform other Consulting Services,
required by the Debtor, including:

   a) assistance in performing year-end goodwill impairment
      analysis; and

   b) assistance in preparation of the Monthly operating Reports,
      statement of financial Affairs and Schedules of Assets and
      Liabilities.

John J. Sullivan, Managing Director of Huron Consulting, tells the
Court of the Firm's professionals bill:

      Professional                          Hourly Rate
      ------------                          -----------
      Managing Director                     $575 - $650
      Director                              $425 - $500
      Manager                               $325 - $400
      Associate                             $250 - $300
      Analyst                               $175 - $225

The Debtor tells the Court that the firm will bill a flat fee of
$50,000 for valuation services.

Mr. Sullivan assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

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


ANTHONY EMPOSIMATO: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Anthony Emposimato
        109 North Forest Drive
        Short Hills, NJ 07078

Bankruptcy Case No.: 07-14642

Chapter 11 Petition Date: April 3, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Barry E. Levine, Esq.
                  101 Gibraltar Drive, Suite 2F
                  Morris Plains, NJ 07950
                  Tel: (973) 538-2084

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
   American Express                                     $44,000
   Newark, NJ 07102


APPALACHIAN REGIONAL: Labor Strike Cues Fitch's Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed Appalachian Regional Healthcare, Inc.'s
'BB+' on Rating Watch Negative.  The rating action was triggered
by a labor strike resulting from an expiration of contracts
between ARH and the United Steel Workers, which represents
approximately 60% of ARH's workforce, on April 1, 2007.

Fitch understands that ARH has implemented contingency plans for
nursing and technician coverage.  Although there is uncertainty
regarding the timing and outcome of ongoing labor contract
negotiations, Fitch considers it likely that the labor dispute
will negatively affect ARH's creditworthiness.  Moreover, ARH
realized an approximately 40% reduction in utilization statistics,
though mainly in outpatient services, since the strike began.  ARH
has a limited level of flexibility within the current rating
category and, therefore, any material weakening of the credit
profile would likely result in a rating downgrade in the near
term.

Fitch will continue to monitor this situation and any impact on
the operational and financial profiles of ARH.


APOGEE TECHNOLOGY: Miller Wachman Raises Going Concern Doubt
------------------------------------------------------------
Miller Wachman LLP raised substantial doubt about Apogee
Technology Inc.'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 auditing firm pointed to the
company's recurring operating losses and negative cash flows from
operations.

For the years ended Dec. 31, 2006, and 2005, the company incurred
a net loss of $3 million.  It reported total revenues of
$1.9 million for 2006 and total revenues of $5.2 million for 2005.

The company's balance sheet as of Dec. 31, 2006, showed total
assets of $3.6 million and total liabilities of $710,187,
resulting to total stockholders' equity of $2.9 million.  Its
balance sheet as of Dec. 31, 2006, also showed an accumulated
deficit of $15.7 million, as compared with an accumulated deficit
of $12.7 million as of Dec. 31, 2005.

The company's principal source of liquidity at Dec. 31, 2006,
consisted of about $3.1 million in cash and cash equivalents with
a working capital of about $2.4 million.  The company considers
all highly liquid investments with an original maturity of three
months or less to be cash equivalents.  Substantially all of its
cash is held in high quality money market funds comprised of
short-term, fixed income securities earning interest at 4.94% at
Dec. 31, 2006.  This compares to about $5.5 million in cash and
cash equivalents as of Dec. 31, 2005.  In addition, as of Dec. 31,
2006, the company had working capital of about $2.4 million,
compared with a working capital of about $5 million at December
31, 2005.  As of Dec. 31, 2006m and Dec. 31, 2005, the company had
no debt.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cef

                     About Apogee Technology

Apogee Technology Inc. (AMEX: ATA) -- http://www.apogeemems.com/-
- designs and develops intradermal and dermal drug delivery
systems while it further develops and markets sensor solutions
based upon the company's proprietary nanotechnology and Micro-
Electromechanical Systems and drug delivery technologies.


BCAP LLC: Moody's Rates Class II-B-3 Certificates at Ba2
--------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by BCAP LLC Trust 2007-AA2 and ratings ranging
from Aa1 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc. and
Wells Fargo Bank, National Association originated Alt-A mortgage
loans.  It is segregated into two distinct certificate groups.
Certificate group I is backed by Countrywide Home Loans, Inc.
originated adjustable-rate first lien mortgage loans.  Certificate
group II is backed by Wells Fargo Bank, National Association
originated fixed-rate first lien mortgage loans.

Certificate group I ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, and an interest rate swap
agreement provided by Barclays Bank PLC.  Moody's expects
collateral losses in loan group I to range from 0.90% to 1.10%.

Certificate group II ratings are based primarily on the credit
quality of the loans, and on the protection against credit losses
provided by subordination.  Moody's expect collateral losses in
loan group II to range from 0.70% to 0.90%.

Countrywide Home Loans Servicing LP will service the mortgage
loans in loan group I and Wells Fargo Bank, National Association
will service the mortgage loans in loan group II.  Moody's has
assigned Wells Fargo Bank, National Association a servicer quality
rating of SQ1.

The complete rating actions are:

Issuer: BCAP LLC Trust 2007-AA2

Certificate group I ratings:

       Cl. I-1-A, assigned Aaa
       Cl. I-2-A-1, assigned Aaa
       Cl. I-2-A-2, assigned Aaa
       Cl. I-M-1, assigned Aa1
       Cl. I-M-2, assigned Aa2
       Cl. I-M-3, assigned Aa3
       Cl. I-M-4, assigned A1
       Cl. I-M-5, assigned A2
       Cl. I-M-6, assigned Baa1
       Cl. I-M-7, assigned Baa2
       Cl. I-M-8, assigned Baa3

Certificate group II ratings:

       Cl. II-1-A-1, assigned Aaa
       Cl. II-1-A-2, assigned Aaa
       Cl. II-1-A-3, assigned Aaa
       Cl. II-1-A-4, assigned Aaa
       Cl. II-1-A-5, assigned Aaa
       Cl. II-1-A-6, assigned Aaa
       Cl. II-1-A-7, assigned Aaa
       Cl. II-1-A-8, assigned Aaa
       Cl. II-1-A-9, assigned Aaa
       Cl. II-1-A-10, assigned Aaa
       Cl. II-1-A-11, assigned Aaa
       Cl. II-1-A-12, assigned Aaa
       Cl. II-1-A-13, assigned Aaa
       Cl. II-1-A-14, assigned Aaa
       Cl. II-1-A-15, assigned Aaa
       Cl. II-1-PO, assigned Aaa
       Cl. II-1-IO, assigned Aaa
       Cl. II-AR, assigned Aaa
       Cl. II-2-A-1, assigned Aaa
       Cl. II-2-PO, assigned Aaa
       Cl. II-2-IO, assigned Aaa
       Cl. II-M-1, assigned Aa2
       Cl. II-B-1, assigned A2
       Cl. II-B-2, assigned Baa2
       Cl. II-B-3, assigned Ba2


BEAR STEARNS: Moody's Puts Low-B Ratings on Six Securities
----------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Bear Stearns Commercial Mortgage Securities
Trust Series 2007--PWR15.

The provisional ratings issued on March 6, 2007 have been replaced
with these ratings:

    - Class A-1, $85,700,000, rated Aaa
    - Class A-2, $254,000,000, rated Aaa
    - Class A-3, $71,800,000, rated Aaa
    - Class A-AB, $101,500,000, rated Aaa
    - Class A-4, $975,216,000, rated Aaa
    - Class A-1A, $306,757,000, rated Aaa
    - Class A-M, $155,710,000, rated Aaa
    - Class A-J, $117,113,000, rated Aaa
    - Class X-1, $2,807,104,970*, rated Aaa
    - Class B, $52,633,000, rated Aa2
    - Class C, $28,072,000, rated Aa3
    - Class D, $38,597,000, rated A2
    - Class E, $28,071,000, rated A3
    - Class F, $38,598,000, rated Baa1
    - Class G, $28,071,000, rated Baa2
    - Class H, $28,071,000, rated Baa3
    - Class J, $10,527,000, rated Ba1
    - Class K, $7,017,000, rated Ba2
    - Class L, $10,527,000, rated Ba3
    - Class M, $3,509,000, rated B1
    - Class N, $7,018,000, rated B2
    - Class O, $7,018,000, rated B3
    - Class P, $31,579,970, rated NR

* Approximate notional amount

Moody's has assigned definitive ratings to additional class of
certificates:

    - Class A-4FL, $170,000,000, rated Aaa
    - Class A-MFL, $125,000,000, rated Aaa
    - Class A-JFL, $125,000,000, rated Aaa
    - Class X-2, $2,749,530,000*, rated Aaa

* Approximate notional amount


BEAZER HOMES: Fitch Holds BB+ Ratings and Says Outlook is Negative
------------------------------------------------------------------
Fitch Ratings affirms Beazer Homes USA, Inc.'s (NYSE:BZH) ratings
as:

    -- Issuer Default Rating 'BB+';
    -- $1.56 billion senior unsecured debt 'BB+';
    -- $1 billion unsecured bank credit facility 'BB+'.

The Rating Outlook has been revised to Negative from Stable.

The Negative Outlook for Beazer reflects the more challenging
outlook for homebuilders, the current and expected near-term
deterioration in credit metrics for Beazer, and pressures from
credit tightening, which particularly affect entry-level buyers (a
significant customer focus at Beazer), and high cancellation rates
which add to speculative inventory totals.  The very recent
departure of James O'Leary, the CFO, to take the CEO position at
another company depletes senior management ranks at an inopportune
time.  Extensive media focus on the company's mortgage banking
activities in one metropolitan market and a subsequent HUD inquiry
may, for a time, divert management attention.

The housing sector is in the midst of a meaningful, multi-year
downturn. Beazer has been increasing its sales and marketing
efforts focusing on reducing speculative inventory (enlarged by
unusually high cancellation rates), reducing its lot supply,
reassessing land positions, renegotiating option contracts, and
reducing overhead and direct construction costs.  During this
current downturn Beazer has, as have most builders, leveraged the
financial flexibility of land options, walking away from
overpriced lots (forfeiting its deposits).  These builders also
have reported meaningful charges associated with write-downs of
land values.

Fitch will be monitoring broad housing market trends as well as
company specific activity, such as land and development spending,
general inventory levels, speculative inventory activity
(including the impact of high cancellation rates on such
activity), gross and net new order activity, and free cash flow
trends.

Fitch is sensitive to the potential of covenant violation for some
of the homebuilders, particularly that of interest coverage.  The
possibility of the housing downturn continuing longer and becoming
deeper than anticipated could have broad ratings implications for
homebuilders.

Risk factors for Beazer include the inherent cyclicality of the
homebuilding industry.  The ratings also manifest the company's
historical aggressive growth strategy, moderate exposure to the
sluggish Midwest, on-going share repurchase program, and Beazer's
relative size.

Ratings for Beazer are influenced by the company's operational
record during the past decade and the financial progress that the
company had achieved. Since the company went public in 1994, it
has been an active consolidator in the homebuilding industry,
which has contributed to its above-average growth.  As a
consequence, it has realized higher debt levels than its peers in
recent years, especially following the Crossmann Communities
acquisition.  Management has generally exhibited an ability to
quickly and successfully integrate its acquisitions, although
Crossmann was an exception to the pattern.  In any case, as the
company has significant geographic breadth there should be less
use of acquisitions going forward, and acquisitions are likely to
be moderate relative to Beazer's current size.  The company's
focus will be on organic growth in existing markets by increasing
depth and breadth within those markets.  The company is committed
to maintaining a net debt to capitalization ratio of 45%-50%.

Beazer has grown rapidly since going public in 1994.  The company
has made eight acquisitions since its IPO.  They have varied in
size, but cumulatively have contributed meaningfully to Beazer's
growth.  The acquisitions have helped the company to build its
position in certain markets, but primarily have enabled the
company to enter new markets.  The acquisitions typically were
funded by cash on the balance sheet and debt and to a lesser
degree by stock.  Now that Beazer is in most of the markets it
covets, it has adequate geographic diversity.  As a corporate
entity Beazer now has good scale.  Future acquisitions are likely
to be bolt-on purchases of smaller, private companies in existing
or adjacent Beazer markets as the company looks to increase
metropolitan market scale so that it leverages its fixed costs.
The key analysis as to whether an acquisition will be made is
return on capital.  Beazer believes that dominant size (typically
top 5-10 ranking) in major metropolitan markets offers key
competitive advantage, especially in a consolidating industry.

A number of Beazer's major markets rank in the top 20 markets in
size in the U.S. and have historically been among the faster
growing markets in the country.  In certain key markets, notably
Las Vegas, metro Washington D.C. and California, land is generally
in short supply (from an intermediate and long-term perspective),
largely because of government constraints.  But Beazer is well
positioned in those markets as to current land reserves and access
to new land.  In most cases the company options or purchases land
only after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate.  The use of non-specific performance rolling options
gives the company the ability to renegotiate price/terms or void
the option which limits downside risk in market downturns, and
provides the opportunity to hold land with minimal investment.
The company wrote off $63 million in land deposits and pre-
acquisition costs during fiscal 2006 and the first quarter of
fiscal 2007.  At the end of Beazer's fiscal 2007 first quarter 49%
of the 83,422 total lots were owned, while 51% were controlled
through options.  Total lots controlled represented 4.8 years of
land based on LTM deliveries of 17,500.

The company's closings, orders and land position (lots) are
reasonably well dispersed among its major markets/regions.
Traditionally Beazer has emphasized true starter entry-level
(economy) product, a position reinforced by the Crossmann
acquisition, and to a lesser degree first and second move-up
buyers (value and style).  Since fiscal 2003 the company has
scaled up its offerings at higher price points within entry level
and above. In some markets value products were introduced for the
first time.

As of Dec. 31, 2006 Beazer had $150.3 million in cash and
equivalents and the company had no borrowings and available
borrowings of approximately $324.2 million under the revolving
credit facility at that date.  The revolving credit facility
matures on Aug. 21, 2009.  Net debt to capitalization was 49.8% at
Dec. 31, 2006.

The company had irregularly purchased modest amounts of its stock
in the past and did not repurchase stock in fiscal 2005.  On Nov.
18, 2005, the board expanded the outstanding stock repurchase
authorization from 2 million shares as of Sept. 30, 2005 to 10
million shares.  The decision to restrain land purchases,
especially in the Midwest, initially enabled the board to
authorize the redirection of capital to increased share
repurchase.  The company expects to execute the repurchase program
by the conclusion of fiscal 2008.  In fiscal 2006, 3.65 million
shares were repurchased at a cost of $205.4 million.  No stock was
repurchased in the fiscal 2007 first quarter.  Fitch anticipates
restraint as to Beazer's share repurchase this fiscal year; 5.4
million shares remain in Beazer's share repurchase authorization.
Beazer pays a modest dividend.


BUCKEYE PACIFIC: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Buckeye Pacific, L.L.C.
        20645 North Pima Road, Suite 120
        Scottsdale, AZ 85255-5595

Bankruptcy Case No.: 07-01481

Type of Business: The Debtor sells lumber and building
                  materials in wholesale.  See
                  http://www.buckeyepacific.com/

Chapter 11 Petition Date: April 4, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Michael W. Carmel, Esq.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Total Assets: $10,000,000

Total Debts:  $45,799,250

Debtor's Nine Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Wood Patel & Associates, Inc.                          $460,964
2051 West Northern, Suite 100
Phoenix, AZ 85021
c/o [contact person not identified]
Wood Patel & Associates, Inc.
2051 West Northern, Suite 100
Phoenix, AZ 85021

Fluid Solutions                                        $215,492
1121 East Missouri Avenue, Suite 100
Phoenix, AZ 85014
c/o [contact person not identified]
Fluid Solutions
1121 East Missouri Avenue, Suite 100
Phoenix, AZ 85014
Tel: (602) 274-6725

St. Clair Meyers Partners, L.L.C.                       $90,000
8891 Research Drive
Irvine, CA 92618
c/o [contact person not identified]
St. Clair Meyers Partners, L.L.C.
8891 Research Drive
Irvine, CA 92618

Gallagher & Kennedy                                     $11,342

Palmieri, Tyler, Weiner, et al.                          $9,692

Vollmer & Associates, Inc.                               $5,017

J.Z.M.K.                                                 $3,332

L.P.A.                                                   $2,270

Saddingtopn Shusko, L.L.P.                               $1,140


C AND C PROPERTIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
C and C Properties delivered to the U.S. Bankruptcy Court for the
Southern District of Mississippi its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            ----------        -----------
  A. Real Property               $12,500,000
  B. Personal Property
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $5,120,000
  E. Creditors Holding
     Unsecured Priority Claims                         $93,097
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                         $4,803,868
                                 -----------       -----------
     Total                       $12,500,000       $10,016,965

Based in Union, Mississippi, C and C Properties, Inc. develops
real estate properties.  The company filed for Chapter 11
protection on January 24, 2007 (Bankr. S.D. Miss. Case No.
07-50082).  Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman,
Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and liabilities of
$1 million to $100 million.


CARLYLE HIGH: S&P Rates $12 Million Class E Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Carlyle High Yield Partners X Ltd./ Carlyle High Yield
Partners X Inc.'s $366 million floating-rate notes due 2022.

The preliminary ratings are based on information as of April 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.  The
preliminary ratings reflect:

     -- The credit enhancement provided through the subordination
         of cash flows to the more junior classes and by the
         preferred shares;

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

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

                 Preliminary Ratings Assigned

             Carlyle High Yield Partners X Ltd./
              Carlyle High Yield Partners X Inc.

           Class             Rating           Amount
           -----             ------        ------------
            A-1               AAA          $128,500,000
            A-2a              AAA          $155,000,000
            A-2b              AAA           $17,500,000
            B                 AA            $16,000,000
            C (deferrable)    A             $21,000,000
            D (deferrable)    BBB           $16,000,000
            E (deferrable)    BB            $12,000,000
            Preferred shares  NR            $34,000,000

                         * NR - Not rated.


CHATTEM INC: Prices Offering of $85 Mil. Convertible Senior Notes
-----------------------------------------------------------------
Chattem Inc. has priced its offering of $85 million aggregate
principal amount of Convertible Senior Notes due 2014 in an
offering pursuant to Rule 144A under the Securities Act of 1933,
as amended, through the initial purchaser of the Notes.  Chattem
also granted the initial purchaser of the Notes a 13-day option to
purchase up to an additional $15 million aggregate principal
amount of Notes solely to cover over-allotments, if any.

The issuance of the Notes is expected to close on today, April 11,
2007.

The Notes will pay interest semiannually at a rate of 1.625% per
annum.  The Notes will be convertible at an initial conversion
rate of 13.6617 shares per $1,000 principal amount of Notes, which
is equal to an initial conversion price of $73.20 per share.  This
represents a 24% conversion premium based on the last reported
sale price of $59.03 per share on the NASDAQ Global Select Market
on April 4, 2007.  In certain circumstances, the Notes will be
convertible into cash up to the principal amount, with any excess
conversion value being convertible into cash, shares of Chattem
common stock or a combination of cash and common stock, at
Chattem's option.

Chattem estimates that the net proceeds from the offering of Notes
will be $83 million after deducting the initial purchaser's
discount and estimated offering expenses.

Chattem intends to use $25 million of the offering proceeds to
fund a convertible note hedge transaction to be entered into with
an affiliate of the initial purchaser, which transaction is
intended to offset Chattem's exposure to potential dilution upon
conversion of the Notes.  Chattem will also enter into a separate
warrant transaction with an affiliate of the initial purchaser
that, together with the convertible note hedge transaction, will
have the effect of increasing the effective conversion price to
Chattem to $94.45, which represents a 60% conversion premium.
Chattem plans on using proceeds from the warrant transaction,
estimated at $15 million and the net proceeds from the Note
offering to repay amounts outstanding under its credit facility.

This notice does not constitute an offer to sell or the
solicitation of an offer to buy securities. Any offers of the
securities will be made only by means of an offering memorandum.
Chattem's issuance of the Notes and the shares of Chattem common
stock issuable upon conversion of the Notes have not been, and
will not be, registered under the Securities Act or the securities
laws of any other jurisdiction. Such securities may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.

                        About Chattem Inc.

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

                          *     *     *

Chattem Inc.'s 7% Exchange Senior Subordinated Notes due 2014
carry Moody's Investors Service's 'B2' rating and Standard &
Poor's 'B' rating.


CITATION CORPORATION: Joint Plan's Effective Date is April 6
------------------------------------------------------------
Citation Corp. and its debtor-subsidiaries disclosed that the
effective date of their Prepackaged Joint Plan of Reorganization
occurred on April 6, 2007, after the satisfaction or waiver of all
conditions to the effectiveness of the Plan.

                     Plan Confirmation

The U.S. Bankruptcy Court for the Northern District of Alabama
confirmed the Debtors' Plan on April 5, 2007.

The Court also approved the Debtors' accompanying Disclosure
Statement as it contains adequate information within the meaning
of Sections 1125 and 1126(b) of the Bankruptcy Code.

The Subsidiary Debtors are Citation Foundry Corp.; Citation
Camden Casting Center, Inc.; Skokie Castings, Inc.; Interstate
Southwest, Ltd.; Citation Wisconsin Forging, LLC; Texas
Foundries, Ltd.; TSC Texas, LLC; ISW Texas Corp.; and Texas Steel
Corp.

           Plan Satisfies 16 Steps Toward Confirmation

Specifically, Judge Mitchell held that the Plan satisfies the
16 statutory requirements necessary to confirm a plan pursuant to
Section 1129(a) of the Bankruptcy Code:

   (A) The Plan complies with the applicable provisions of
       Section 1129(a)(l), which encompasses the requirements of
       Sections 1122 and 1123 governing classification of claims
       and interests and contents of the Plan.

   (B) The Plan satisfies Section 1129(a)(2), in that:

          * the Debtors are proper debtors under Section 109,
            and proper Plan proponents under Section 1121(a);

          * the Debtors have complied with applicable
            provisions of the Bankruptcy Code, except as
            otherwise provided or permitted by Court orders; and

          * the Debtors have complied with the applicable
            provisions of the Bankruptcy Code, the Federal Rules
            of Bankruptcy Procedure, and solicitation procedures
            order in transmitting the Plan, the Disclosure
            Statement, the ballots and related documents and
            notices.

   (C) The Debtors have proposed the Plan in good faith and not
       by any means forbidden by law, thereby satisfying
       Section 1129(a)(3).

   (D) Any payment made or to be made by the Debtors for
       services or for costs and expenses in or in connection
       with the Debtors' Chapter 11 cases has been approved by,
       or is subject to the approval of, the Court as
       reasonable, thus satisfying Section 1129(a)(4).

   (E) In accordance with Section 1129(a)(5), the Debtors have
       disclosed the manner in which each of the directors that
       will serve as of the Plan Effective Date will be
       appointed, consistent with the interests of creditors and
       with public policy.

   (F) The Debtors are not subject to any governmental
       regulatory commission with jurisdiction, after Plan
       confirmation, over their rates, hence, Section 1129(a)(6)
       is not applicable.

   (G) The Plan satisfies Section 1129(a)(7), in that the
       liquidation analysis and other evidence proffered or
       adduced at the Plan confirmation hearing are persuasive
       and credible; have not been controverted by other
       evidence; and establish that each holder of a Claim or
       Equity Interest in an impaired Class either (x) has
       accepted the Plan or (y) will receive or retain property
       of a value that is not less than the amount that it would
       receive if the Debtors were liquidated under Chapter 7.

   (H) Class 3 Other Secured Claims, Class 4 Other Priority
       Claims, Class 5 General Unsecured Claims and Class 8
       Equity Interests in Subsidiaries are unimpaired by the
       Plan.  Under Section 1126(f) and the Solicitation
       Procedures Order, Claimholders are conclusively presumed
       to have accepted the Plan.  Class 1 Pre-Petition Secured
       Revolver Claims, Class 2 Pre-Petition Secured Term Loan
       Claims, Class 6 Preferred Equity Interests and Class 7
       Common Equity Interests have voted to accept the Plan in
       accordance with Sections 1126(c) and (d).

   (I) The treatment of Administrative Expense Claims and
       Priority Tax Claims under the Plan satisfies the
       requirements of Section 1129(a)(9)(A) to (C).

   (J) Class 1 Prepetition Secured Revolver Claims, Class 2
       Prepetition Secured Term Loan Claims, Class 6 Preferred
       Equity Interests, and Class 7 Common Equity Interests are
       impaired classes of Claims that have voted to accept the
       Plan, determined without including any acceptance of the
       Plan by "insiders," thus satisfying Section 1129(a)(10).

   (K) The Plan satisfies Section 1129(a)(11) in that Plan
       confirmation is not likely to be followed by liquidation
       or the need for further financial reorganization of the
       Debtors.  The Reorganized Debtors' projected financial
       information attached to the Disclosure Statement is
       credible and persuasive, and has not been the subject of
       any objection.  The Debtors will have adequate capital to
       meet their ongoing obligations.  Accordingly, the Plan is
       feasible, thus satisfying the requirements of Section
       1129(a)(11).

   (L) All fees payable under 28 U.S.C. Section 1930 have been
       paid or will be paid pursuant to the Plan, thereby
       satisfying Section 1129(a)(12).

   (M) Pursuant to the Plan, the Reorganized Debtors will
       continue to pay all retiree benefits of the Debtors for
       the duration of the period for which they have obligated
       themselves to provide those benefits, hence, satisfying
       Section 1129(a)(13).

   (N) Citation is not required by a judicial or administrative
       order, or by statute, to pay a domestic support
       obligation, thus, Section 1129(a)(14) is inapplicable.

   (O) Citation is not an individual, and accordingly, Section
       1129(a)(15) is inapplicable.

   (P) Citation is a moneyed, business, or commercial
       corporation, hence, Section 1129(a)(16) is inapplicable.

Judge Mitchell further waived the imposed 10-day stay of the Plan
Confirmation Order pursuant to Rule 3020(e) of the Federal Rules
of Bankruptcy Procedure.

Judge Mitchell authorized the Debtors to consummate the Plan and
transactions immediately upon entry of the Confirmation Order and
satisfaction or waiver of certain conditions set forth in the
Plan.

Judge Mitchell noted that the Plan's principal purpose is not the
avoidance of taxes or application of Section 5 of the Securities
Act of 1933.  She held that the Plan is in the best interests of
the Debtors' creditors.

                    $95,000,000 Exit Facility

In conjunction with the Plan Effective Date, Judge Mitchell
authorized the Reorganized Debtors to enter into a Restructured
Credit Agreement with , which will provide extensions of credit
of up to an aggregate of $95,000,000, with JPMorgan Chase Bank,
N.A., as administrative and collateral agent.

On or before the Effective Date, the commitments under the DIP
Facility will terminate, all amounts owing under or in respect of
the DIP Facility will be paid in full in cash and any outstanding
letters of credit under and in connection with the DIP Facility
will have been paid or satisfied, or the Debtors will have
provided cash collateral to a DIP Agent in accordance with the
terms of the DIP Facility.

Moreover, Judge Mitchell ruled that all executory contracts or
unexpired leases assumed by the Debtors during their bankruptcy
cases or under the Plan will be assigned and transferred to, and
remain in full force and effect for the benefit of, the
Reorganized Debtors, notwithstanding any provision in that
contract or lease that purports to prohibit assignment or
transfer, or that enables or requires termination of the contract
or lease.

                Effect of "Gatekeeper" Limitation

Judge Mitchell ruled that the Plan provisions relating to
requirements that an action on a Potentially Insured Claim must
be commenced or maintained in the first instance in the Court
will be given effect only until the Plan's "substantial
consummation" has occurred.  However, nothing limits the Court's
jurisdiction as provided by applicable law or other provisions of
the Plan or the Confirmation Order.

Substantial Consummation of the Plan, as defined in Section
1101(2), will be deemed to occur on the Effective Date.

             Plan Confirmation Objections Overruled

Judge Mitchell overruled Plan Confirmation objections filed by
J. Thomas Corbett, Chief Deputy Bankruptcy Administrator for the
Northern District of Alabama; Hasbrouck Haynes, Jr., as trustee
of a May 31, 2005 General Unsecured Creditors Trust Agreement
between him and Citation Corp.; AVCO Corp., on behalf of its
Textron Lycoming Reciprocating Engine Division; and Liberty
Mutual Insurance Company.

The Bankruptcy Administrator tried to block the confirmation of
the Plan, asserting that the Plan appears to violate the absolute
priority rule pursuant to Section 1129(b)(2)(B)(ii).  He insisted
that the Plan failed to provide for the present value of Class 5
unsecured claims, thus, the Plan should not be confirmed.

The Creditors Trustee also objected to the Plan to the extent
that it impairs any beneficiaries of the Trust or alters any
legal, equitable or contractual rights of the beneficiaries of
the Trust, since:

   -- the Plan does not ratify and reaffirm the terms of the
      Trust and the New Subordinated Note; and

   -- the Plan includes third party releases.

AVCO asserted that the impairment of its rights and other
unsecured creditors prohibits Plan confirmation.  According to
AVCO:

   -- the Plan failed to accurately disclose which classes are
      unimpaired, and failed to provide treatment for certain
      creditors in violation of Sections 1123(a)(2) and (3);

   -- the Disclosure Statement does not contain adequate
      information regarding the impairment of unsecured
      creditors, but instead denies impairment;

   -- votes obtained on the basis of the Disclosure Statement
      cannot form the basis of a consensual plan pursuant to
      Section 1125(a)(1);

   -- Class 5 is impaired, has not consented to the Plan, and
      equity holders retain an interest prohibiting confirmation
      pursuant to Section 1129(a)(8) and (b)(2)(B)(ii); and

   -- the Plan improperly classifies all unsecured claims
      together in Class 5, despite the fact that some members of
      the class are impaired and others are unimpaired.

Liberty Mutual reserved its rights to raise related issues at the
confirmation hearing if:

   (i) the Debtors' intention with respect to the rights,
       claims, and interests of Liberty Mutual changes;

  (ii) the Plan is subsequently modified in ways that threaten
       to adversely affect Liberty Mutual's rights, claims, or
       interests; or

(iii) the agreed provisions of the Plan Confirmation Order
       addressing Liberty Mutual's concerns are withdrawn or
       modified without its agreement.

Following good-faith discussions with Liberty Mutual's counsel,
the Debtors agreed to amend and restate the Plan to add certain
definitions on Liberty Mutual's claims, insurance policy,
insurance-related contract, insured claim, and insurance
security.

Under the Plan, Insurance Security means the collateral held by
Liberty Mutual securing the Debtors' obligations that consist of
$665,000 in cash deposits and $11,981,804 in letters of credit,
representing:

   -- a $10,100,000 letter of credit for Liberty Mutual's
      benefit;

   -- a $613,501 letter of credit for Travelers Insurance
      Company's benefit;

   -- a $775,000 letter of credit for the Illinois Industrial
      Commission's benefit;

   -- a $350,000 letter of credit for the benefit of Alabama
      Department of Industrial Relations, Workers Compensation
      Division;

   -- a $100,000 letter of credit for the benefit of TIG
      Insurance Company; and

   -- a $43,303 letter of credit for the benefit of the Alabama
      Self-Insured Workers' Compensation Fund.

Judge Mitchell approved the Plan amendments.

A full-text copy of the Plan Confirmation Order is available at
no charge at http://ResearchArchives.com/t/s?1cec

                   About Citation Corporation

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtor
and its debtor-affiliates previously filed for protection on Sept.
18, 2004 (Bankr. N.D. Ala. Case No. 04-08130).  Michael Leo Hall,
Esq., and Rita H. Dixon, Esq., at Burr & Forman LLP, represented
the Debtors in their first bankruptcy. Judge Tamara O. Mitchell
confirmed the company's Second Amended Joint Plan of
Reorganization on May 18, 2005.

The Debtor and 11 debtor-affiliates filed for their second
bankruptcy on March 12, 2007 (Bankr. N.D. Ala. Case Nos. 07-01153
to 07-01162).  David S. Heller, Esq., at Latham & Watkins LLP, and
Michael Leo Hall, Esq., at Burr & Forman LLP, represent the
Debtors.  Citation's schedules filed with the Court showed total
assets of $157,242,049 and total debts of $253,270,918.  The
Debtors exclusive period to file a chapter 11 plan expires on
July 10, 2007.  (Citation Corp. Bankruptcy News, Issue No. 5,
http://bankrupt.com/newsstand/or 215/945-7000).


COMMUNITY HEALTH: A.M. Best Puts Ratings Under Negative Review
--------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B (Fair)
of Community Health Plan and its insurance subsidiary, Community
Health Plan Insurance Company under review with negative
implications.  Both companies are domiciled in Saint Joseph,
Missouri.

This rating action reflects the deteriorated level of
capitalization at both CHP and CHPIC due to underwriting losses
sustained in 2006.  Capitalization has historically been thin at
both entities; however, current levels do not meet A.M. Best's
threshold for the current rating level.  Additionally, commercial
membership has declined substantially having lost several major
group accounts, and earnings have been weak over the past several
years.

Partially offsetting these weaknesses is the explicit support the
companies receive from the parent, Heartland Health, a financially
stable non-profit integrated health care delivery system.

The rating of both CHP and CHPIC will remain under review with
negative implications pending A.M. Best's discussions with HH's
management regarding appropriate levels of capital that should be
infused into the health plans in order to maintain the current
rating and the health plan's strategy to maintain rating
appropriate levels of capital in the future.

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.


COUDERT BROTHERS: Hires Edwin Matthews as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave Coudert Brothers LLP permission to employ Edwin S.
Matthews, Jr., Esq., of Baker & Mckenzie LLP, as its special
counsel.

As reported in the Troubled Company Reporter on March 22, 2007,
the Debtor disclosed that Mr. Matthews was an attorney of Coudert
before joining Baker & McKenzie in September 2005.

The Debtor told the Court that Mr. Matthews will continue to
represent the Debtor in connection with:

    * its claim for attorneys' fees in Donald M. Paradis v.
      William J. Brady, et al., Case No. CIV 03-150-N-BLW in the
      U.S. District Court for the District of Idaho; and

    * a civil action brought by Donald M. Paradis against Kootenai
      County in Idaho and certain present and former County
      officials under Section 1983 of Title 42 of the US Code.

The Debtor will pay Mr. Matthews, on a contingency fee basis, 50%
of any amount recovered with regards to the cases mentioned.

Mr. Matthews assured the Court that he is disinterested as that
term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Matthews can be reached at;

     Edwin S. Matthews, Jr., Esq.
     Baker & Mckenzie LLP
     1114 Avenue of the Americas
     New York, New York 10036
     Tel: (212) 626-4100
     Fax: (212) 310-1600
     http://www.bakernet.com/

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represents the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total debts
of $18,261,380.


CYBERCARE INC: Files Amended Chapter 11 Plan in Florida
-------------------------------------------------------
Cybercare Inc. and its debtor-affiliate, CyberCare Technologies,
Inc., delivered a disclosure statement explaining their Amended
Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court
for the Middle District of Florida.

Under the Amended Plan, CyberCare will continue its corporate
existence as a publicly traded holding company whose primary
assets, as of the Effective Date will be the stock of Cast-Crete
Corporation.

After the Effective Date, Cast-Crete will transfer to CyberTech
medical and healthcare related technology and Intellectual
Property, in exchange for the issuance of additional New Stock of
CyberTech or debt.

                          Plan Funding

The Debtor tells the Court that it will enter into an Exit
Financing Facility with Cast-Crete Corp. or a related entity.
Proceeds of the Exit Financing will be used to:

    * pay Administrative Expenses,

    * fund obligations under the Plan, and

    * provide Reorganized CyberCare with the working capital and
      liquidity necessary to conduct its post-Confirmation
      operations.

                        Treatment of Claims

Under the Amended Plan, all Priority Claims and Tax Claims will be
paid in full.

The secured claim of Cast-Crete, as DIP Lender, will be paid and
satisfied through the issuance of New Stock of Reorganized
CyberCare.  Cast-Crete's unsecured claim will be satisfied through
100% shares of the total New Stock in the Reorganized CyberTech
issued under the Plan.

The Debtors disclose that the security interests of Anthony Tang
and related entities are unperfected and avoidable pursuant to
Section 544 of the Bankruptcy Code and thus will be treated as a
general unsecured claim.  This does not include however, C.C.
Fortune Venture, LLC's security interest in the Outreach Note and
lien asserted in CyberTech's Common Stock, as well as, Manford
Investments, LLC's Manford set-off rights.

CC Fortune's secured claim with respect to the Common Stock will
be satisfied through:

    (a) the transfer to CC Fortune, or its nominee, of an 80%
        ownership interest in the Licensee of all of CyberCare's
        and CyberTech's rights to the Technology and Intellectual
        Property, subject to the Licensee's obligations to issue a
        sub-license back to CyberTech; and

    (b) the issuance of warrants to purchase additional shares of
        New CyberCare Stock outside of North America.

CC Fortune's secured claim on the Outreach Note will be paid from
the Outreach Proceeds in accordance with the Outreach Stay Relief
Order.

The Judgment Lien Creditors will receive the value of their
Secured Claims through the surrender of the tangible personal
property, other than Causes of Action, and the right to enforce
the Lien against the property in accordance with the priority of
the said Lien.

Judgment Lien Creditors are:: A. Razzak Tai, M.D.; Phoenix
Leasing, Inc.; Equilease Financial Services, Inc. ("Equilease");
Capital Publishing; General Electric Capital; International
Business Machines Corp.; and Rodger Hochman.

General Unsecured Creditors will receive, in satisfaction of their
claims, a pro rata distribution of a number of shares of New Stock
from the Unsecured Stock Pool equal to the Holders of the Claims'
Unsecured Stock Pool Share, provided that the shares of the New
Stock that would be distributed to the Tang Entities on account of
their Allowed Unsecured Claims against CyberCare will be
contributed to the Equity Stock Pool for distribution to the
Holders of Equity Interests.

Holders of Equity Interests in CyberCare will receive a pro rata
distribution of New Stock from the Equity Stock Pool based on the
proportional amount of Common Stock previously held by the Holder
as to all outstanding Common Stock as of the bankruptcy filing.

CyberTech's Equity Interests however, will be cancelled.

No distributions will be made on account of Intercompany Claims.

                           About CyberCare

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


DAIMLERCHRYSLER AG: Kerkorian Offers $4.5 Billion for Chrysler
-------------------------------------------------------------
DaimlerChrysler AG has received a new offer of up to $4.5 billion
in cash from Tracinda Corp., an investment firm owned by
billionaire Kirk Kerkorian, published reports say.

Meanwhile, Magna International Inc. and private-equity group
Cerberus Capital Management LP have each submitted tenders for
Chrysler, with Blackstone Group LP and Centerbridge Capital
Partners LLC presenting a joint bid for the ailing unit, Bloomberg
News relates.

Tracinda plans to offer United Auto Workers union a "substantial
portion" of Chrysler equity in exchange for lower healthcare cost
for hourly workers, the Wall Street Journal reveals.

According to reports, Mr. Kerkorian's tender also depends on
whether Chrysler enters into a "satisfactory" labor contract with
the UAW and if Daimler agrees to share part of the troubled unit's
unfunded pension liabilities and retiree heath-care costs
amounting to US$15 billion.

In a letter to DaimlerChrysler CEO Dieter Zetsche, Jerome B. York,
Mr. Kerkorian's longtime lieutenant and former Chrysler CFO,
wrote: "Investors that feel the need to show 'mark to market'
results in their funds in relatively short time frames (just a few
years) will not be willing to invest as necessary over an
unusually lengthy period of time to achieve the necessary end
results.  Long term, patient investing has been Tracinda's
approach."

Mr. Kerkorian previously said he wants "a true partnership" with
the company's workers, including the investment of "necessary new
funds" to help boost Chrysler's product spending, reports claim.

This is Mr. Kerkorian's second attempt to acquire Chrysler,
following a failed $25 million hostile bid in 1995 that later led
to Chrysler's 1998 merger with Daimler-Benz AG of Germany, The
Scotsman states.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DAIMLERCHRYSLER AG: Board Names Dr. Manfred Bischoff as Chairman
----------------------------------------------------------------
The Supervisory Board of DaimlerChrysler AG elected Dr. Manfred
Bischoff, Chairman of the Board of Directors of the European
Aeronautic Defence and Space Company, as its new Chairman with
immediate effect.  Dr. Bischoff succeeds Hilmar Kopper, who was a
member of the Supervisory Board for 17 years.  The former chairman
of the Supervisory Board of Deutsche Bank AG was elected as a
member of the Supervisory Board of Daimler-Benz AG on Jan. 4,
1990, and on March 7 of that year, the Supervisory Board elected
him as its Chairman.

Previously, the Annual Meeting of DaimlerChrysler AG on April 4,
2007, elected Prof. Dr. Clemens Boersig, Chairman of the
Supervisory Board of Deutsche Bank AG, as a new member of the
Supervisory Board replacing Hilmar Kopper.  Mr. Clemens Borsig's
period of office lasts until the end of the Annual Meeting in
2012.

In addition, Manfred Bischoff was elected as the new Chairman of
the Presidential Committee and succeeds Hilmar Kopper also in this
position.  The new member of the Presidential Committee is Dr.
rer. pol. Manfred Schneider, Chairman of the Supervisory Board of
Bayer AG.

New Supervisory Board member Clemens Borsig succeeds Hilmar Kopper
as a member of the Audit Committee. The Chairman of the Audit
Committee is still Bernhard Walter, former chairman of the Board
of Management of Dresdner Bank AG.

DaimlerChrysler's shareholders also approved the distribution of a
dividend for 2006 of EUR1.50 per share (prior year: EUR1.50 per
share). The total dividend distribution amounts to
EUR1.542 billion.  The item of the agenda "Allocation of
Unappropriated Profit" was approved with 99.81% of the votes cast.

The members of the Board of Management were ratified with
percentages ranging from 97.06 to 97.07%, the members of the
Supervisory Board were ratified with percentages ranging from
96.07 to 96.22%.  The additional items of the agenda submitted by
shareholders were only approved with a maximum of 5.2% of the
votes cast and therefore rejected.

Approximately 7,900 shareholders attended the Annual Meeting at
the Berlin Messe exhibition center (prior year: 8,100).  39.19% of
the shareholders' voting rights were represented at the Annual
Meeting.

On April 5, 2007, the dividend will be paid out to those
shareholders who held shares on April 4, 2007.

                       About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DAVIDSON DIVERSIFIED: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------------
Ernst & Young LLP raised substantial doubt on Davidson Diversified
Real Estate III, LP's ability to continue as a going concern after
auditing the partnership's consolidated financial statements as of
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
partnership's recurring operating losses and accumulated deficit.
Ernst & Young also reported that on April 4, 2006, and affiliate
of the Managing General Partner demanded payment in full of its
outstanding advances and related accrued interest.

For the year ended Dec. 31, 2006, the partnership reported a net
loss of $1.4 million on total revenues of $4 million, as compared
with a net income of $5.7 million on total revenues of
$3.8 million for the year-ago period.

The partnership had total assets of $12.2 million and total
liabilities of $21.4 million, resulting to total partners' deficit
of $9.2 million.

At Dec. 31, 2006, the partnership had cash and cash equivalents of
approximately $282,000, as compared with $1.2 million at Dec. 31,
2005.  The decrease in cash and cash equivalents was due to about
$564,000 and $352,000 of cash used in operating and investing
activities, respectively.  Cash used in investing activities
consisted of property improvements and replacements.  The
partnership invests its working capital reserves in interest
bearing accounts.

There were no distributions to the partners for the years ended
Dec. 31, 2006 and 2005.

A full-text copy of the partnership's annual report is available
for free at http://ResearchArchives.com/t/s?1cdd

                   About Davidson Diversified

Based in Greenville, South Carolina, Davidson Diversified Real
Estate III, LP, is a Delaware limited partnership organized in
July 1985.  The partnership's primary business is to operate and
hold for investment existing income-producing residential real
estate properties.  It receives income from its property and is
responsible for operating expenses, capital improvements and debt
service payments under mortgage obligations secured by the
property.

The general partners are Davidson Diversified Properties Inc., the
managing general partner; Freeman Equities, Ltd., the associate
general partner; and David W. Talley and James T. Gunn, the
individual general partners.


DELTA AIR: Republic Airways Sells Claim for $44.59 Million
----------------------------------------------------------
Delta Air Lines' unsecured creditor, Republic Airways Holdings
Inc. disclosed that it has sold the company's $91 million
prepetition claim in Delta Air's bankruptcy for $44.59 million.

The transaction will close today, April 11, 2007.

On March 27, 2007, The United States Bankruptcy Court for the
Southern District of New York approved the Delta Connection
Agreement between Delta Air and Republic Airways, Chautauqua
Airlines and Shuttle America.

                    About Republic Airways

Headquartered in Indianapolis, Indiana, Republic Airways Holdings
(NASDAQ:RJET), is an airline holding company that owns Chautauqua
Airlines, Republic Airlines and Shuttle America.  The airlines
offer scheduled passenger service on over 1,000 flights daily to
108 cities in 36 states, Canada, Mexico and the Bahamas through
airline services agreements with six U.S. airlines.  All of the
airlines' flights are operated under their airline partner brand,
such as AmericanConnection, Delta Connection, United Express, US
Airways Express, Continental Express and Frontier Airlines.  The
airlines currently employ approximately 3,900 aviation
professionals and operate 189 regional jets.

                         About Delta Air

Headquartered in Atlanta, Ga., Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
Company's balance sheet showed $21.5 billion in assets and
$28.5 billion in liabilities.

                            Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the adequacy of the
Debtors' disclosure statement.  The hearing to consider
confirmation the Debtors' plan is scheduled on April 25, 2007.


DIAMONDBACK DELIVERY: Case Summary & 19 Largest Creditors
---------------------------------------------------------
Debtor: Diamondback Delivery Corporation
        2435 East Pecan Road
        Phoenix, AZ 85040

Bankruptcy Case No.: 07-01567

Type of Business: The Debtor provides long-distance
                  trucking services.  See
                  http://diamondbackdelivery.com/

Chapter 11 Petition Date: April 9, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16TH Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $83,500

Total Debts:  $1,209,334

Debtor's 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Labor Ready                                             $70,652
c/o Clovis & Roche'
P.O. Box 1164
Metairie, LA 70004

Osborne Properties Limited Partnership                  $42,588
c/o William F. King
2901 North Central Avenue, Suite 1000
Phoenix, AZ 85012

Exxon/Roadrunner                                        $30,127
2440 West 12th Street, Suite 6
Tempe, AZ 85281

Midco Courier                                           $28,616

Prudential Overall Supply                               $22,606

Kraus Anderson Insurance                                $10,512

Dave Buterbaugh                                          $8,894

N.A.P.A. Genuine Auto Parts                              $8,828

Around the Clock Refrigeration, Heating & Air            $6,946
Conditioning

Lincoln General Insurance Company                        $6,817

Intertel                                                 $6,176

X.O. Communications                                      $6,162

American Work Force                                      $6,093

D.H. Pace Door Service                                   $5,974

C.Y.C.                                                   $5,500

Allied Waste                                             $5,354

Moyes Storey                                             $4,615

Prodivers                                                $2,204

Valley Towing                                            $1,812


ECV DEVELOPMENT: Plan Proposes to Pay All Creditors in Full
-----------------------------------------------------------
ECV Development LLC has delivered a disclosure statement
describing its Chapter 11 Plan of Reorganization to the U.S.
Bankruptcy Court for the Southern District of California.

                        Treatment of Claims

Class 1 Tax Claims of Imperial County amounting to $5,938 will be
paid in full plus 10% interest from the proceeds of the sale of
the Debtor's 23 partially improved lots in the City of El Centro,
California.

Emvest Mortgage Fund, and other holders of Class 2 Secured Claims
will receive 100% of their claims from the proceeds of the loan
secured by a first deed of trust on the 23 partially improved
lots, and in part from the sale of those lots.

Holders of Class 3 General Unsecured Claims will also be paid in
full, subject to the availability of funds from the proceeds of
the sale of the property.

                           Plan Funding

The Debtor discloses that it has a sum of $9,750 in a debtor-in-
possession bank account.

The Debtor said it will obtain a loan of $1,500,000 secured by a
first deed of trust on the 23 partially improved lots.  From the
proceeds of the loan, the Debtor will pay 23 $32,000 notes based
upon the amount of $38,951 each, plus interest of $27,2006 from
the date of their notice of default.

The Debtor proposes to sell the real property as finished lots,
subject to completion of improvements.

Headquartered in Carlsbad, California, ECV Development LLC first
filed for chapter 11 protection on July 28, 2006 (Bankr. S.D.
Calif. Case No. 06-02001).  The motion was dismissed on
November 28, 2006.  The Debtor filed for its Second Chapter 11
Protection on January 8, 2007 (Bankr. S.D. Calif. Case No. 07-
00052).  Raymond R. Lee, Esq. of Suppa, Trucchi & Henein LLP
represents the Debtor in its restructuring efforts.  All of the
Debtor's creditors are insiders.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtor sought protection from its creditors, it listed assets and
debts between $1 million to $100 million.


ELGIN NATIONAL: Moody's Revises Outlook to Developing
-----------------------------------------------------
Moody's Investors Service has revised Elgin National Industries'
outlook to developing from negative in light of GFI Energy
Ventures, LLC's acquisition of a majority stake in the company on
March 29, 2007.

As per the indenture governing Elgin's $74 million 11% senior
notes due 2007, rated Caa3, the company is obligated to offer to
repurchase all outstanding notes at 101% of the principal amount,
including any accrued and unpaid interest.  The offer to
repurchase the notes will be made within 20 days following the
acquisition date above.

Subsequent to the expected redemption of all outstanding 11%
senior notes, Moody's anticipates withdrawing all ratings
pertaining to Elgin including the company's Caa2 corporate family
rating.

Elgin National Industries, Inc., headquartered in Downers Grove,
Illinois, is a holding company.  Its subsidiaries manufacture and
market industrial equipment and provide engineering services
supporting specialized industries such as oil and gas drillers as
well as coal and mineral processors.


ENERGY PARTNERS: Provides Update on Offer and Consent Solicitation
------------------------------------------------------------------
Energy Partners Ltd. has disclosed the preliminary results in
connection with its 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 pursuant to which the Notes
were issued.

As of 5:00 p.m., New York City time, on April 5, 2007, tenders and
consents had been received from holders of a majority of the
outstanding Notes.

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture governing the Notes have been
received, and a supplemental indenture to effect the proposed
amendments described in the Offer to Purchase and Consent
Solicitation Statement dated March 26, 2007 has been executed.  As
the company has executed the supplemental indenture, tendered
Notes may no longer be withdrawn and consents delivered may no
longer be revoked, except in the limited circumstances described
in the Offer to Purchase.

The Offer remains open and is scheduled to expire at 12:00
midnight, New York City time, on April 20, 2007, unless extended
or earlier terminated by the company.  The completion of the
tender offer and consent solicitation is subject to the
satisfaction or waiver by the company of a number of conditions,
as described in the Offer to Purchase.

The Offer is subject to the satisfaction or 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, and certain other customary conditions.

Complete terms and conditions of the Offer are described in the
Offer to Purchase, copies of which may be obtained from the
information agent and depositary for the Offer:

    Mackenzie Partners, Inc.
    Tel: (800) 322-2885 (US toll-free), and
         (212) 929-5500 (collect).

The company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager in connection with the Offer.
Questions regarding the Offer may be directed to:

   Banc of America Securities LLC
   High Yield Special Products
   Tel: (888) 292-0070 (US toll-free), and
        (704) 388-9217 (collect)

                       About Energy Partners

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 following the conclusion of the
company's strategic alternative process.


ENHERENT CORP: December 31 Balance Sheet Upside-Down by $1 Million
------------------------------------------------------------------
enherent Corp. reported total capital deficiency of $1 million,
resulting from total assets of $10 million and total liabilities
of $11.1 million as of Dec. 31, 2006.

The company's December 31 balance sheet also showed strained
liquidity with total current assets of $5.1 million available to
pay total current liabilities of $7.8 million.

The company reported an accumulated deficit of $28.3 million as of
Dec. 31, 2006, slightly up from an accumulated deficit of $28
million as of Dec. 31, 2005.

Net loss for the year ended Dec. 31, 2006, was $297,509 on total
revenues of $30.1 million, as compared with net loss for the year
ended Dec. 31, 2005, of $743,505 on total revenues of
$27.3 million.  The company has incurred losses from the years
ended Dec. 31, 1999, through the year ended Dec. 31, 2006.  For
the years ended Dec. 31, 2005, 2004, 2003 and 2002, the company
reported a net loss of $700,000, $700,000, $500,000 and $6.1
million, respectively.

Service revenues increased to $27.5 million for the year ended
Dec. 31, 2006, from $23.8 million for the prior year.  Equipment
and software revenues decreased 25.4% to $2.6 million for the year
ended Dec. 31, 2006, from $3.5 million for the prior year.
Operating expenses decreased to $6.5 million for the year ended
Dec. 31, 2006, from $6.7 million for the prior year.  Interest
expense increased to $739,000 for the year ended Dec. 31, 2006,
from $643,000 for the prior year.

                  Liquidity and Capital Resources

The company has three subordinated notes relating to prior Dynax
acquisitions bearing interest rates of between prime and prime
plus 1%.  As of Dec. 31, 2006, the aggregate balance outstanding
was $710,000, representing $457,000 of principal and $253,000 of
accrued interest.  The acquisition notes are subordinated to
Ableco.

The company has a three-year $150,000 note payable relating to the
repurchase of enherent's Preferred Stock in 2004 bearing interest
of 4%.  Annual principal payments of $50,000 are due commenced on
April 15, 2005.  As of Dec. 31, 2006, the principal balance
outstanding was $50,000.

The company has compensation payable to a former board chairman of
Dynax pursuant to the terms of a separation agreement.  Amounts
owed under the separation agreement are payable in quarterly
installments of $31,000 bearing imputed interest of 8.6% through
March 2008.  As of Dec. 31, 2006, the balance outstanding was
$150,000, net of imputed interest.

As of Dec. 31, 2006, the company's long-term obligations with
maturities of less than one year totaling $3.6 million consist of
the Ableco revolving asset based credit facility of $2.9 million,
capital leases of $40,000, compensation payable to the former
chairman of $115,000, and subordinated notes in the aggregate
amount of $603,000.

Cash and cash equivalents were $632,000 at Dec. 31, 2006, as
compared with $321,000 at Dec. 31, 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ce7

                      About enherent Corp.

Based in New York City, enherent Corp. (OTC BB: ENHT) --
http://www.enherent.com/-- provides information technology
services in the U.S.  Its services include IT consultative
resource and staffing, systems integration, application
development, and network and security.  The company also
distributes computer hardware and software products.  The company
primarily serves insurance, financial services, banking, retail
distribution, apparel, home healthcare, and pharmaceutical
industries.


ENVIRONMENTAL SYSTEMS: Moody's to Withdraw Rating on Lack of Info
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Environmental
Systems Products Holdings Inc. and these will subsequently be
withdrawn.  The ratings are being withdrawn because Moody's
believes it lacks adequate information to maintain a rating.

The ratings were placed under review for possible downgrade on
March 21, 2007 following financial performance that was below
expectations and resulting constraints on financial flexibility.
As part of that action, the Corporate Family Rating was downgraded
to B3 from B2, which resulted in a corresponding downgrade of all
instrument ratings.

Moody's confirmed the ratings, subject to withdrawal:

    The Ba3 (LGD 2, 11%) rated $5 million senior secured first
    lien revolving credit facility due 2008;

    The Ba3 (LGD 2, 11%) rated remaining $55 million senior
    secured first lien Term Loan B due 2008;

    The Caa1 (LGD4, 66%) rated $162 million guaranteed second lien
    senior secured term loan due 2010;

    The B3 Corporate Family Rating;

The B3 Probability of Default Rating.

Environmental Systems Products Holdings Inc., with 2006 revenues
of approximately $206 million, is headquartered in East Granby,
Connecticut. Through its Envirotest Systems Corp. operating
subsidiary (approximately 82% of revenues), the company operates
centralized vehicle emission testing programs under multi-year
contracts entered into with state, provincial and municipal
governments. Through its Environmental Systems Products, Inc.
operating subsidiary (approximately 17% of revenues), the company
designs, assembles and sells vehicle emission testing equipment to
decentralized facilities.  ESP is a privately held company, of
which approximately 68% is controlled by Credit Suisse Private
Equity.


ENVISION HEALTHCARE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Envision Healthcare, Inc.
        9191 Towne Centre Drive, Suite 400
        San Diego, CA 92122

Bankruptcy Case No.: 07-01539

Type of Business: The Debtor is a magnetic resonance imaging
                  center that is wholly-owned by Miracor
                  Diagnostics, Inc.

Chapter 11 Petition Date: March 29, 2007

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Christopher H. Bayley, Esq.
                  Snell & Wilmer, L.L.P.
                  One Arizona Center, 400 East Van Buren
                  Phoenix, AZ 85004-2202
                  Tel: (602) 382-6000

                          -- and --

                  William A. Bramley, III, Esq.
                  110 Juniper Street
                  San Diego, CA 92101
                  Tel: (619) 232-1400
                  Fax: (619) 232-2541

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
   ------                        ---------------   ------------
Hitachi Capital America Corp.    equipment loan      $1,521,424
21925 Network Place              value of
Chicago, IL 60673-1219           security:
                                 $250,000

G.E. Healthcare Financial        equipment lease        $15,388
P.O. Box 641419
Pittsburgh, PA 15264-1419

Hitachi Medical Systems          trade debt             $13,250
America
P.O. Box 714228
Columbus, OH 43271-4228


FAMILYMEDS GROUP: Shareholders Approve Plan of Liquidation
----------------------------------------------------------
At a special meeting, shareholders of Familymeds Group, Inc. voted
for the approval of each of the proposals set forth in the proxy
statement filed by the company with the Securities and Exchange
Commission on March 12, 2007.

Shareholders voted to approve the sale of a majority of pharmacy
assets to Walgreen Co. and Walgreen Eastern Co. Inc.  Shareholders
also voted to approve and adopt a plan of complete liquidation and
dissolution of the company and the transactions contemplated
thereby pursuant to which the company will be dissolved and
liquidated.

Headquartered in Farmington, Connecticut, Familymeds Group, Inc.
(Nasdaq: FMRX) -- http://www.familymeds.com/-- is a pharmacy and
medical specialty product provider formed by the merger on
Nov. 12, 2004, of DrugMax, Inc., and Familymeds Group, Inc.
Familymeds operates 86 locations, including 7 franchised locations
in 14 states under the Familymeds Pharmacy and Arrow Pharmacy &
Nutrition Center brand names.  Familymeds offers a comprehensive
selection of brand name and generic pharmaceuticals, non-
prescription healthcare-related products, and diagnostic supplies
to its patients, physicians, clinics, long- term care and assisted
living centers.

As of Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $7,364,000, compared to a deficit of
$11,293,000 at Dec. 31, 2005.


FOSTER WHEELER: Earns $262 Million in Year Ended December 29
------------------------------------------------------------
Foster Wheeler Ltd. reported net income of $262 million on
operating revenues of $3,495 million for the year ended
Dec. 29, 2006.  This compares with a net loss of $109.7 million on
operating revenues of $2,200 million for the year ended
Dec. 30, 2005.

Results of operations for 2006 includes an asbestos-related net
gain of $100.1 million, $27.4 million in charges relating to
successful debt reduction initiatives and the voluntary
termination of the company's former domestic credit agreement, and
$7.1 million in costs relating to the closure of the Global Power
Group's Canadian office.  Excluding these items, net income for
the year was $196.4 million.

"2006 was an outstanding year for Foster Wheeler.  I would like to
congratulate our management team and recognize all of our
employees worldwide for transforming the earning capability of
this company to a level that far exceeds any prior period in our
company's 116-year history," said Raymond J. Milchovich, chairman
and chief executive officer.  "The combination of the commercial
and operational excellence demonstrated by our Global E&C Group
and its 47 percent increase in capacity during 2006 has driven our
company's earnings and earnings growth and positioned us for a
very bright future."

Consolidated earnings before income taxes, interest expense,
depreciation and amortization for the full-year 2006 was $399.5
million, compared with EBITDA for the full-year 2005 of $8.7
million.

At Dec. 29, 2006, the company's balance sheet showed
$2,566 million in total assets, $2,502.3 million in total
liabilities, $983,000 in temporary equity, and $62.7 million in
total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 29, 2006, are available for
free at http://researcharchives.com/t/s?1ce8

                        Cash and Liquidity

The company had $630 million of cash and short-term investments at
year-end 2006.  This total cash balance compares with
$509.7 million at the end of the third quarter of 2006, and
$372.7 million at year-end 2005.  The substantial cash increase
during 2006 resulted primarily from net cash generated by
operations of $263.7 million, driven by the very strong operating
performance in the Global E&C Group.

                   Asbestos Management Program

The company recorded a net gain from its asbestos management
program in 2006 of $100.1 million, reflecting a $115.6 million
gain from four insurance settlements and the successful appeal of
a court decision in the company's pending asbestos-related
insurance coverage litigation, and a $15.5 million charge in the
fourth quarter of 2006 resulting from the company's year-end
update of its 15-year estimate of its asbestos liabilities and
related assets.

                       About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/-- is a
global company offering, through its subsidiaries, a broad range
of design, engineering, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, upstream oil and gas, LNG and
gas-to-liquids, petrochemicals, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.  The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, N.J.


FOSTER WHEELER: Good Performance Cues Moody's to Lift Ratings
-------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Foster Wheeler LLC to Ba3 from B1 and the existing rating on
its $350 million senior secured domestic credit facility to Baa3
from Ba1.

The upgrade reflects the company's continued improvement in
earnings, cash flow and liquidity coupled with Moody's expectation
for the current strength in end-market demand to persist and for
FWC's profitable execution of projects currently in backlog.  The
new ratings reflect both the overall probability of default of the
company, to which Moody's assigned a Ba3 rating, and the family
loss given default assessment of LGD4.  The rating outlook is
positive.

The key rating factors driving the upgrade and positive outlook
include:

    1) the current strength of the global E&C end-markets, which
       should continue to drive growth in FWC's bookings and
       backlog,

    2) an improving global power outlook, a market in which Foster
       Wheeler should benefit from a series operational and
       management upgrades in 2006,

    3) Moody's expectation for the continued free cash flow
       generation despite the ongoing drag from asbestos
       settlements funded from operations,

    4) a significantly improved liquidity position, bolstered by
       unrestricted cash balances of $611 million at December 31,
       2006 and $100 million borrowing capacity under its
       $350 million senior secured revolving credit facility, and

    5) the company's conservative financial policies, including
       the maintenance of low leverage and the focus on re-
       investing cash in its core businesses over shareholder
       enhancement activities.

Ratings upgraded with a positive outlook:

    * Corporate family rating to Ba3;

    * Probability of default rating to Ba3;

    * $350 million senior secured domestic credit facility to
      Baa3, LGD1, 3%.

Moody's previous rating action on FWC was the Oct. 16, 2006
upgrade of the $350 million senior secured domestic credit
facility to Ba1 from Ba3.

Foster Wheeler Ltd, headquartered in Hamilton, Bermuda, is a
leading industrial engineering, construction, maintenance, and
related technical service company.  Consolidated operating
revenues were $3.5 billion in 2006.


FOUR B DEVELOPMENT: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Four B Development Corp. delivered to the U.S. Bankruptcy Court
for the District of Massachusetts its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            ----------        -----------
  A. Real Property               $14,600,000
  B. Personal Property               $35,259
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $5,908,000
  E. Creditors Holding
     Unsecured Priority Claims                        $455,581
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                         $1,877,366
                                 -----------        ----------
     Total                       $14,635,259        $8,240,947


Headquartered in Spencer, Massachusetts, Four B Development Corp.
constructs golf courses.  The company filed for Chapter 11
protection on January 23, 2007 (Bankr. D. Mass. Case No.
07-40254).  Kevin C. McGee, Esq. and Philip F. Coppinger, Esq. of
Seder & Chandler LLP represent the Debtor in its restructuring
efforts.  No Official Creditors Committee was appointed in this
case.  When the Debtor filed for bankruptcy, it listed an
estimated assets and debts of $1 million to $100 million.


GSAA HOME: Moody's Rates Class B-3 Certificates at Ba2
------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by GSAA Home Equity Trust 2007-4, and
ratings ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate, Alt-A mortgage
loans originated or acquired by GreenPoint Mortgage Funding, Inc.
(36.38%), Goldman Sachs Mortgage Company (35.98%), National City
Mortgage Co. (12.60%), IndyMac Bank, F.S.B. (12.50%), and one
other originator.  The ratings are based primarily on the credit
quality of the loans and on the protection against credit losses
provided by subordination, overcollateralization, excess spread,
and an interest rate swap agreement.  Moody's expects collateral
losses to range from 1.10% to 1.30%.

Avelo Mortgage, L.L.C., GreenPoint Mortgage Funding, Inc., IndyMac
Bank, F.S.B., and National City Mortgage Company will service the
loans. Wells Fargo Bank, N.A. will act as master servicer.
Moody's has assigned IndyMac Bank, F.S.B. its servicer quality
rating of SQ2 as a primary servicer of prime mortgage loans.
Furthermore, Moody's has assigned Wells Fargo Bank N.A. its top
servicer quality rating of SQ1 as master servicer.

The complete rating actions are:

GSAA Home Equity Trust 2007-4

Asset-Backed Certificates, Series 2007-4

      Cl. A-1, Assigned Aaa
      Cl. A-2, Assigned Aaa
      Cl. A-3A, Assigned Aaa
      Cl. A-3B, Assigned Aaa
      Cl. M-1, Assigned Aa1
      Cl. M-2, Assigned Aa2
      Cl. M-3, Assigned Aa3
      Cl. M-4, Assigned A1
      Cl. M-5, Assigned A2
      Cl. M-6, Assigned A3
      Cl. B-1, Assigned Baa1
      Cl. B-2, Assigned Baa2
      Cl. B-3, Assigned Ba2


GUARDIAN TECHNOLOGIES: Goodman & Co. Raises Going Concern Doubt
---------------------------------------------------------------
Goodman & Company, LLP raised substantial doubt about Guardian
Technologies International Inc.'s ability to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's significant operating losses since inception and
dependence on its ability to raise additional funding through debt
or equity financing to continue operations.  As a result, the
company may not be able to continue to meet obligations as they
come due.

The company had a net loss of $10.1 million on net revenues of
$488,111 for the year ended Dec. 31, 2006, as compared with a net
loss of $13.1 million on net revenues of $432,186 for the year
ended Dec. 31, 2005.

As of Dec. 31, 2006, the company had total assets of $3.7 million
and total liabilities of $6.7 million, resulting to total
stockholders' deficit of $3 million.  The company's December 31
balance sheet also showed strained liquidity with total current
assets of $947,955 available to pay total current liabilities of
$3.4 million.  It also listed an accumulated deficit of $59.1
million as of Dec. 31, 2006, up from an accumulated deficit of
$49.1 million a year earlier.

During fiscal 2006, the company's cash and cash equivalents
decreased by $1.7 million to $737,423.  This decrease was the
result of $4.5 million in lower financing activities from fiscal
2006, and was offset by a decrease in cash used in operating
activities of $851,674, and the reduction of $427,054 for the
purchase of equipment.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cea

                    About Guardian Technologies

Headquartered in Herndon, Virginia, Guardian Technologies Int'l
Inc. (OTCBB: GDTI) -- http://www.guardiantechintl.com/-- is a
technology company that designs and develops sophisticated imaging
informatics solutions for the aviation/homeland security and
healthcare markets.


HOVNANIAN ENTERPRISES: High Leverage Cues Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of K.
Hovnanian Enterprises, Inc., including its corporate family rating
to Ba2 from Ba1, ratings on the senior notes to Ba2 from Ba1,
ratings on the subordinated notes to B1 from Ba2, and rating on
the trust preferred stock to B1 from Ba2.  The ratings outlook was
changed to negative from stable.

The downgrades were in part a result of the company's continuing
higher debt leverage and negative cash flow over the past four
quarters, as the housing market has experienced a steep decline.
One of the enduring premises of our ratings for homebuilders is
that negative cash flow occurs for homebuilders during good times
because the companies are growing rapidly, with the offset being
that cash flow should turn robustly positive during a market
slowdown as inventories are allowed to burn off.  However, the
company experienced negative cash flow in its fiscal first quarter
and on a rolling 12-month basis (negative $489 million for LTM
1/31/07), although cash flow was modestly positive for the most
recent six months.  As a result, Hovnanian had outstanding
borrowings under its revolving credit facility as of January 31,
2007, and Moody's does not expect the company to pay down the
revolver's outstanding balance fully by the end of fiscal 2007, in
part due to the anticipated retirement of $150 million of notes
coming due in October.  Finally, Moody's projects the company's
debt to capitalization to remain around 55% at year-end 2007-a
metric that we deem to be too high for a Ba1 credit, especially at
this point of the housing cycle.

The negative outlook reflects Moody's expectation of continuing
weakening in Hovnanian's earnings-based metrics, including
interest coverage, gross margins, and return on assets. Moody's
places a great deal of emphasis on interest coverage, covenant
compliance, and the headroom under a company's interest coverage
covenant.  Hovnanian's interest coverage covenant is currently set
at 1.75 times, but it only becomes effective when the debt
leverage ratio (net debt to adjusted tangible net worth) increases
to above 2.10 times.  Thus, Moody's is not expecting covenant
compliance to become a problem in 2007.  However, the company's
EBITDA to interest incurred ratio for fiscal 2007 is projected by
Moody's to be under 2.5 times, which is considered to be below an
appropriate level for the current rating.

Support for the company's current ratings is provided by the
company's large revenue base (though expected to decline in 2007)
and widespread geographic, product, and price point
diversification.

Going forward, the company's ratings could be lowered again if
cash flow were to remain negative for full year fiscal 2007, if
Moody's were to expect debt leverage to exceed 55% at fiscal-year
end 2007, or if earnings (before land impairment and option
abandonment charges) were to turn negative in any quarter.  The
outlook could be restored to stable if the company were to start
generating significant amounts of positive cash flow, reduce debt
leverage below 50%, and rebuild its interest coverage protection.

These rating actions were taken:

    * Corporate family rating lowered to Ba2 from Ba1;

    * Probability of default rating lowered to Ba2 from Ba1;

    * Senior notes ratings lowered to Ba2 from Ba1;

    * LGD (Loss-given-default) assessment and rate on the senior
      notes changed to LGD3, 44% from LGD3, 45%;

    * Senior subordinated notes ratings lowered to B1 from Ba2;

    * LGD (Loss-given-default) assessment and rate on the senior
      subordinated notes confirmed at LGD6, 91%;

    * Preferred stock rating lowered to B1 from Ba2;

    * LGD (Loss-given-default) assessment and rate on the
      preferred stock confirmed at LGD6, 96%;

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Homebuilding revenues and net income (before
preferred dividends) for the trailing twelve month period that
ended January 31, 2007 were $5.8 billion and $11 million,
respectively.


HOVNANIAN ENTERPRISES: Fitch Holds Ratings & Says Outlook is Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed Hovnanian Enterprises, Inc. (NYSE: HOV)
as:

    -- Issuer Default Rating 'BB+';
    -- $1.66 billion senior unsecured debt 'BB+';
    -- $1.5 billion unsecured bank credit facility 'BB+';
    -- $400 million senior subordinated notes 'BB-';
    -- $135 million series A perpetual preferred stock 'B+'.

Fitch has also revised HOV's Rating Outlook to Negative from
Stable.

The Negative Outlook for HOV reflects the more challenging outlook
for homebuilders, the current and expected near term deterioration
in credit metrics for the company which are similar to the trends
being experienced by others in the industry, and pressures from
credit tightening in the mortgage markets, which particularly
affect the entry level buyer, as well as high cancellation rates,
which add to speculative inventory totals.  While HOV targets a
diverse product type and customer base, certain of the company's
operations are predominantly targeted toward entry-level buyers
and are thus more susceptible to tightening availability in the
mortgage markets.  The company is expanding its community count
this fiscal year by about 10%, a reduced level of growth from the
strategy set in motion by the company a few years ago, but still
reflecting growth in communities and thus inventories in fiscal
2007.  This growth may result in better order comparisons, but
possibly at the expense of some liquidity.

The housing sector is in the midst of a meaningful, multi-year
downturn.  HOV has been increasing its sales and marketing
efforts, focusing on reducing speculative inventory (enlarged by
unusually high cancellation rates), reducing its lot supply,
reassessing its land positions, renegotiating option contracts
and, where possible, reducing overhead and direct construction
costs.  During this current downturn HOV, like most builders, has
leveraged the financial flexibility of land options, walking away
from overpriced lots (forfeiting its deposits).  These builders
have reported meaningful charges associated with such option walk-
aways, as well as write downs of land values on owned land
parcels.

Fitch will be monitoring broad housing market trends as well as
company-specific activity, such as land and development spending,
general inventory levels, speculative inventory activity
(including the impact of high cancellation rates on such
activity), gross and net new order activity, and free cash flow
trends.

Fitch is sensitive to the potential of covenant violation for some
of the homebuilders, particularly that of interest coverage.
However, HOV is less exposed to a default under its credit
facility related to interest coverage than most of its peers
because the interest coverage covenant in the company's
$1.5 billion unsecured credit facility does not trigger a default
if leverage is below a certain threshold.  The possibility of the
housing downturn continuing longer and becoming deeper than
anticipated could have broad ratings implications for
homebuilders.

Risk factors for HOV include the inherent cyclicality of the
homebuilding industry.  The ratings also manifest HOV's
historically aggressive, yet controlled growth strategy,
concentration in California (20% of consolidated deliveries in
fiscal 2006) and the company's relative size.

Ratings for HOV are influenced by the company's successful
execution of its business model, conservative land policies and
geographic, price point and product line diversity.  HOV has been
an active consolidator in the homebuilding industry which had
contributed to above average growth during the past seven years,
but has kept debt levels somewhat higher than its peers.
Management has also exhibited an ability to quickly and
successfully integrate its acquisitions.  In any case, now that
HOV has reached current scale there may be somewhat less use of
acquisitions going forward and acquisitions may be smaller
relative to the company's current size.  Significant insider
ownership aligns management's interests with HOV's long term
financial health.

HOV employs conservative land and construction strategies.  The
company typically purchases land only after necessary entitlements
have been obtained so that development or construction may begin
as market conditions dictate.  HOV extensively uses lot options.
The use of land option contracts without specific performance
clauses gives HOV the ability to renegotiate price/terms or void
the option which limits down side risk in market downturns and
provides the opportunity to hold land with minimal investment.
(HOV wrote off option deposits and predevelopment expenses and
took land impairment charges of $336.2 million in fiscal 2006, and
during the fiscal 2007 first quarter the company took $100.6
million of charges, including write offs of intangibles associated
with a Fort Myers company acquired in August of 2005).  At present
62.9% of its lots are controlled through options - a higher
percentage than most public builders.  Total consolidated lots,
including those owned, were 91,158 at Jan. 31, 2007.  This
represents a 4.7 year supply based on latest twelve months home
deliveries.  However, HOV has one of the lowest owned lot
positions in the industry, typically owning only a one to two year
supply.  An estimated 85%-90% of its homes are pre-sold.  The
balance is homes under construction or homes completed in advance
of a customer's order.  HOV's unconsolidated joint venture
activity is growing, but is still moderate in size and
conservatively levered

Fitch estimates that in recent years at least half of HOV's growth
has resulted from a series of acquisitions - seventeen during the
past eight years.  (However, in each of the last five years more
than 90% of HOV's growth in earnings has come from operations
owned more than one year.)  The acquisitions have enabled HOV to
grow its position and increase market share, often broadening
product and customer bases in existing markets.  They have also
enabled HOV to enter new markets.  The combinations typically were
funded by stock and retained earnings and to a lesser degree by
debt. At times there were earn-outs which reduced risk and served
to retain key management.  HOV's acquisition strategy focuses on
purchasing smaller builders and land portfolios in current markets
and on making selected acquisitions in new markets if there is a
good strategic fit and appropriate returns can be achieved.  The
key analysis will be return on capital as to whether an
acquisition will be executed.  Fitch believes that management
would balance debt and stock as acquisition currency to maintain
current credit ratios.  HOV is publicly committed to maintaining
an average net debt/equity ratio of 1.0:1.0.

HOV maintains a $1.5 billion revolving and letter of credit
facility.  The facility contains an accordion feature under which
the aggregate commitment can be increased to $2 billion subject to
the availability of additional commitments.  As of Jan. 31, 2007
the outstanding balance under the agreement was $225.7 million.
Also, as of the end of first quarter-2007 (1Q'07) HOV had issued
$179.3 million of letters of credit which reduces cash available
under the agreement.  The revolving credit agreement matures in
May 2011.

HOV has irregularly purchased moderate amounts of its stock in the
past.  HOV repurchased 600,000 shares of common stock in fiscal
2005 at a cost of $34 million and repurchased 700,000 shares of
common stock at a cost of $26.6 million in fiscal 2006.  200,000
shares were repurchased at a cost of $6.3 million in the first
quarter of fiscal 2007.  612,668 shares remain in the current
Class A common stock repurchase authorization as of January 31,
2007. HOV's share repurchase activities in fiscal 2007 are
expected to focus on countering the dilution from option issuance.


HUISH DETERGENTS: S&P Rates $700 Million Facilities at B
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Salt Lake City, Utah-based laundry detergent
manufacturer Huish Detergents Inc.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Huish's planned first- and second-lien bank facilities.
The $700 million first-lien facilities were rated 'B', with a
recovery rating of '2', indicating an expectation of substantial
(80% to 100%) recovery of principal in the event of a payment
default.

The $275 million second-lien facility was rated 'CCC+' with a '5'
recovery rating, indicating the expectation for negligible (0% to
25%) recovery of principal in the event of a payment default.

The outlook is stable.

Proceeds from the planned bank facilities will be used to help
fund the acquisition of Huish by Vestar Capital Partners.

"The ratings on Huish reflect its highly leveraged pro forma
capital structure, narrow product focus, limited geographic
diversity, and its participation in the mature and highly
competitive U.S. detergent segment of the consumer products
industry," said Standard & Poor's credit analyst Patrick Jeffrey.
These risks were mitigated somewhat by leading market positions in
the private-label and value segments of the U.S. detergent
industry, and the company's stable operating performance.


IASIS HEALTHCARE: Moody's Junks Rating on $300 Million PIK Loan
---------------------------------------------------------------
Moody's assigned a Ba2 rating to the proposed senior secured
credit facilities of IASIS Healthcare LLC.  Moody's also assigned
a Caa1 rating to the proposed $300 million PIK loan issued at the
parent company, IASIS Healthcare Corporation.

Moody's also affirmed the B3 rating on the existing senior
subordinated notes of IASIS Healthcare LLC.  Further, Moody's
withdrew the B1 Corporate Family Rating from IASIS Healthcare LLC
and assigned a B2 Corporate Family Rating to IASIS Healthcare
Corporation, the highest level in the corporate structure with
rated debt.

Moody's also changed the outlook to stable from negative.

The proceeds of the new senior secured credit facilities are
expected to be used to repay amounts outstanding on the company's
current senior secured credit facility, including amounts drawn on
the revolver to fund the $82 million acquisition of Glenwood
Regional Medical Center, fund capital projects, including the
completion of Mountain Vista Medical Center in Mesa, Ariz., and
for general corporate purposes.  Funds from the PIK loan will be
used to fund a $297 million payment to equity holders.

The B2 Corporate Family Rating reflects the increase in financial
leverage following the proposed recapitalization as well as the
expectation that free cash flow will remain constrained, and will
likely be negative, in the near term as IASIS continues
implementing its capital investment plan.  Moody's expects the
company to spend the majority of its cash flow on capital
projects, including the construction of Mountain Vista Medical
Center.

The stable outlook reflects the likelihood of negative free cash
flow in the near term as IASIS continues to invest in new and
existing facilities.  However, the outlook also considers Moody's
expectation for a stable reimbursement environment and a
continuation of the company's disciplined approach to
acquisitions.  Further, the outlook reflects Moody's expectation
of continued growth in same-facility revenue per adjusted
admission and patient volumes driven by services added at the
company's facilities as a result of the recent capital spending.

A summary of Moody's rating actions:

IASIS Healthcare Corporation

    * $300 million senior PIK loan, rated Caa1 (LGD6, 92%)
    * Corporate Family Rating, assigned B2
    * Probability of Default Rating, assigned B2

IASIS Healthcare LLC

    * $200 million senior secured revolving credit facility due
      2013, rated Ba2 (LGD2, 20%)

    * $40 million senior secured synthetic LC facility, rated Ba2
      (LGD2, 20%)

    * $439 million senior secured term loan due 2014, rated Ba2
      (LGD2, 20%)

    * $150 million senior secured delayed draw term loan due 2014,
      rated Ba2 (LGD2, 20%)

    * $475 senior subordinated notes due 2014, affirmed B3
      (LGD5, 73%)

    * Corporate Family Rating, withdrew B1

    * Probability of Default Rating, withdrew B1

Ratings to be withdrawn at the close of the transaction:

    * $250 million senior secured revolving credit facility due
      2010, Ba2 (LGD2, 23%)

    * $425 million senior secured term loan due 2011, Ba2
      (LGD2, 23%)

Ratings are subject to review of final documentation.

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS
Healthcare Corporation, is headquartered in Franklin, Tennessee.
IASIS is an owner operator of acute care hospitals in high growth
urban and suburban markets.  As of December 31, 2006, IASIS
operated 14 acute care hospitals and one behavioral health
hospital.  On January 31, 2007, IASIS acquired Glenwood Regional
Medical Center in West Monroe, LA.  The company is also currently
constructing a new 171 bed hospital in Mesa, Arizona.  IASIS also
owns and operates Health Choice Arizona, Inc., a Medicaid and
Medicare managed health plan in Phoenix.  Moody's estimates that
the company's net revenue for the twelve months ended December 31,
2006 approximated $1.7 billion.


INDEPENDENCE VII: Fitch Holds BB+ Rating on $5.4 Million Notes
--------------------------------------------------------------
Fitch has affirmed eight classes of floating-rate notes issued by
Independence VII CDO, Ltd.

These rating actions are the result of Fitch's review process and
are effective immediately:

    -- $360,000,000 class A-1A at 'AAA';
    -- $60,000,000 class A-1B at 'AAA';
    -- $30,600,000 class A-2 at 'AAA';
    -- $60,000,000 class B at 'AA';
    -- $28,500,000 class C at 'AA-';
    -- $15,000,000 class D at 'A-';
    -- $24,900,000 class E at 'BBB';
    -- $5,400,000 class F at 'BB+'.

Independence VII is a cash collateralized debt obligation managed
by Declaration Management and Research LLC that closed March 28,
2006.  The portfolio is composed of residential mortgage-backed
securities, commercial mortgage-backed securities, asset-backed
securities and CDOs.   Included in this review, Fitch discussed
the current state of the portfolio with the asset manager.

All overcollateralization and interest coverage tests are passing
the covenants.  Credit enhancement levels have remained stable.
The Weighted Average Coupon is 6%, passing the covenant of 5.9%,
Weighted Average Spread is 2%, passing the covenant of 1.9%, and
Weighted Average Life is 3.2, passing the covenant of 6.3.

The ratings of the class A-1, A-2, B and C notes address the
likelihood that investors will receive timely payments of interest
and the ultimate repayment of principal.  The ratings of the class
D, E and F notes address the likelihood that investors will
receive ultimate payment of scheduled and compensating interest
and the ultimate repayment of principal.  The ratings are based on
the quality and mixture of portfolio assets, credit enhancement
through excess spread, subordination, collateral coverage and the
sound legal structure of the transaction.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


INDYMAC RESIDENTIAL: Moody's Rates Class B Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
Class A certificates, Baa2 to the Class M certificates and Ba1 to
the Class B certificates issued by IndyMac Residential Mortgage-
Backed Trust Series 2007-L1.

The securitized pool is comprised of residential lot loans
originated by IndyMac Bank F.S.B.  The ratings of the Class A
certificates are primarily based on the presence of an irrevocable
financial guaranty insurance policy issued by Aaa-rated Ambac
Assurance Company that guarantees certain interest and principal
payment shortfalls.  Additionally, the ratings of all certificates
are based on the quality of the collateral and the levels of
protection afforded by structural subordination,
overcollateralization and excess spread.

The 2007-L1 collateral pool is considered by Moody's to be of
comparable credit quality to other recent IndyMac lot loan deals
with an expected loss in the 3.40% to 3.90% range.

IndyMac Bank F.S.B. will be the servicer of the lot loans.

Issuer: IndyMac Residential Mortgage-Backed Trust 2007-L1

           Cl. A, Assigned Aaa
           Cl. M, Assigned Baa2
           Cl. B, Assigned Ba1


INSIGNIA VESSEL: Moody's Puts Corporate Family Rating at B2
-----------------------------------------------------------
Moody's Investors Service assigned a corporate family rating of B2
to Insignia Vessel Acquisition, LLC, a wholly owned indirect
subsidiary of Oceania Cruise Holdings, Inc., and the associated
loss given default rating of LGD4, 50%, and the probability of
default (PDR) rating at B2.  The rating outlook is stable.

Moody's also assigned ratings to several bank facilities, subject
to final documentation, that will be used to refinance Oceania's
existing bank facilities as a result of a change of control
triggered by the company's strategic partnership with Apollo
Management L.P.  Apollo will purchase an approximate 60% ownership
interest in Oceania for $325 million via a perpetual PIK preferred
security.  Approximately $275 million of the proceeds of the PIK
preferred will be distributed to existing shareholders while the
remainder is expected to be used to secure new ship orders.

The joint and several borrowers under the bank facility will be
Insignia Vessel Acquisition, LLC, Regatta Acquisition, LLC and
Nautica Acquisition, LLC, that each own one cruise vessel.  All
three borrowers are owned by an intermediate holding company,
Oceania Cruises, Inc. (Oceania Cruises) that is in turn owned by
Oceania.  The facility is guaranteed by Oceania Cruises and is
secured by three passenger cruise vessels.

The assigned CFR is lower than the methodology implied rating
because of the company's high pro-forma leverage, reliance on a
small fleet of ships, limited operating history and Moody's
expectation that the company will seek to grow its fleet which
could cause leverage to spike when new ships are delivered several
years in the future.  These considerations are not sufficiently
offset by the company's overall A mapping with respect to
profitability.

Oceania's small scale of operations make its earnings vulnerable
to a potentially material decline if a ship were to be out of
service for any reason.  Moody's has concerns regarding the
ultimate size of the market niche Oceania targets and the
likelihood the fleet will grow substantially, as well as the
existence of better capitalized and significantly larger
competitors that weights the rating down.  Nevertheless, Oceania
has established a good initial track record of ramping up
operations to profitability, and establishing relationships with
key travel agencies to support distribution of its cruise product.
The Company appears to have discovered a relatively untapped and
profitable market niche largely ignored by its larger peers and
one that is supported by favorable demographic trends and strong
forward bookings.  Any new ships that may be added to the fleet
are expected to be financed with new secured debt borrowed by to
be formed restricted subsidiaries of Oceania Cruises.  The rating
outlook is stable in light of solid forward booking trends at
rising price levels.

Bank ratings assigned:

    $40 million 5- year, senior secured first lien revolving
    credit facility guaranteed by Oceania Cruises at B1, LGD3, 39%

    $300 million 6-year, senior secured first lien term loan
    guaranteed by Oceania Cruises at B1, LGD3, 39%

    $75 million 7-year, senior secured second lien term loan
    guaranteed by Oceania Cruises at Caa1, LGD6, 90%

Rating to be withdrawn:

Oceania Cruise Holdings, Inc.

    Corporate family rating -- B2

    Probability of default rating -- B2

    Loss Given Default Assessment -- LGD4, 50%

Insignia Vessel Acquisition, LLC

    $25 million 5- year, senior secured first lien revolving
    credit - B1, LGD3, 41%

    $300 million 6-year, senior secured first lien term loan - B1,
    LGD3, 41%

    $75 million 7-year , second lien term loan -- Caa1, LGD6, 92%

Moody's last rating action occurred on March 1, 2007 when
Oceania's rating outlook was changed to negative. Oceania Cruise
Holdings, Inc. owns three passenger identical cruise ships that
each have 698 berths (2,094 in total) operating under the brand
name of Oceania Cruises.  The Company targets the upper premium
segment of the cruise industry with destination-oriented cruises
that maximize on-shore activities.  Oceania's principal areas of
operation include the Mediterranean, Northern Europe, South
America, the Caribbean and the Far East.  The Company was formed
in 2002 and began operating in 2003 when it entered into a charter
(lease) arrangement to operate the first of three ships.  Oceania
is headquartered in Miami, Florida.


INTERNATIONAL RECTIFIER: Committee Finds Accounting Irregularities
------------------------------------------------------------------
International Rectifier Corporation's Audit Committee of its Board
of Directors has determined that the company's financial
statements for the quarters ended December 31, 2006, September 30,
2006, March 31, 2006, December 31, 2005 and September 30, 2005,
and for the year ended June 30, 2006, included in the company's
Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K
for such periods, should no longer be relied upon.

It has not yet been determined whether and to what extent
financial statements for earlier periods may have been affected by
the matters discovered in the investigation.

Based on the interim results of this investigation, the Audit
Committee has determined that material weaknesses in the internal
control over financial reporting exist at a foreign subsidiary,
and consequently the Audit Committee also determined that
management's report on internal control over financial reporting
as of June 30, 2006, included in the company's Annual Report on
Form 10-K for the year then ended, should no longer be relied
upon.

The ongoing investigation has discovered some accounting
irregularities at a foreign subsidiary.  These accounting
irregularities include, among other things, premature revenue
recognition of product sales.  The investigation is continuing
and additional information will be sought to enable the Audit
Committee to determine the extent by which accounts receivable,
revenues and possibly other entries in the financial statements
may have been misstated in any given accounting period, including
possibly periods preceding the year ended June 30, 2006.

The Audit Committee is working with management to determine
the extent to which accounting errors exist and require any
restatement of the financial statements for prior periods.   As
of the date hereof, the company is unable to provide a reasonable
estimate of the impact of the accounting errors on its financial
statements and is unable to predict the likelihood, amount or the
timing of any possible restatement.

At present, the company anticipates that it will be unable to file
within the required time period, its Quarterly Report on Form 10-Q
for the period ending March 31, 2007, until the investigation is
completed.

The company's analyst day planned for May 11, 2007 has been
postponed.

                 About International Rectifier

International Rectifier Corporation (NYSE:IRF) --
http://www.irf.com./ manufacturers computers, appliances,
automobiles, and defense systems rely on IR's power management
software.


INTERNATIONAL RECTIFIER: Moody's Review Ratings & May Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the corporate family and long-
term debt ratings of International Rectifier Corporation under
review for possible downgrade following the company's recent Form
8-K announcement of an internal investigation related to
accounting irregularities at a foreign subsidiary, prompting the
company to issue a statement of non-reliance on prior financial
reports.

The review reflects the possibility that IRF will be required to
restate its quarterly financial statements from September 2005
through December 2006 and annual financial statement for the
fiscal year ended June 30, 2006, indicating material weaknesses in
the company's disclosure and internal control over financial
reporting.  It also reflects the uncertainty surrounding the
magnitude of possible accounting restatements related to premature
revenue recognition.  Finally, the review for possible downgrade
considers IRF's expected delayed filing of its March 31, 2007 Form
10-Q, pending the resolution of the internal investigation into
the accounting irregularities, which could trigger a technical
default under the company's bank credit agreement.

Although Moody's does not expect a potential liquidity situation
in the near term given the company's sizable cash position, if IRF
is unable to timely file its financial statements with the 30-day
cure period or obtain a waiver from the banks, this could also
prompt a default and/or acceleration of the convertible notes if
the banks issue a payment blockage notice under the note indenture
following a non-payment default of any senior debt.

In its review, Moody's will assess the progress of IRF's internal
investigation of the accounting irregularities and subsequent
impact on revenues, profitability and accounts receivable;
materiality of financial charges/restatements, if any; potential
liquidity issues, if any; and the possible longer term impact of
the investigation.

The ratings could be revised downward if IRF's internal review is
not completed within the one-month cure period or there is a
finding of misconduct, resulting in further delay and/or material
restatements of the company's financial reports.  Further concerns
regarding weaknesses in disclosure and internal controls, systems
and procedures could also prompt a ratings downgrade.  Conversely,
upon a favorable resolution of the internal investigation coupled
with the filing of the March 2007 quarterly report with no
significant restatements within the cure period, the ratings could
be affirmed and the outlook returned to positive.

These ratings were placed on review for possible downgrade:

    * Ba3 for Corporate Family Rating

    * Ba3 for Probability of Default Rating

    * B1 (LGD4, 68%) for $540 million 4.25% Senior Subordinated
      Notes

International Rectifier Corp., headquartered in El Segundo,
Califonia, is a leading designer, manufacturer and marketer of
power management semiconductors and the leading worldwide supplier
of MOSFETs.


INTERNATIONAL RECTIFIER: Material Weakness Cues S&P's Neg. Watch
----------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB' corporate credit
and other ratings for International Rectifier Corp. on CreditWatch
with negative implications.

"The action follows IR's announcement that the audit committee of
its board of directors has determined that the company's financial
statements for the fiscal year ended June 30 2006 and quarters
from September 2005 through December 2006, and possibly for
earlier periods, should no longer be relied upon because of
material weaknesses in the internal control over financial
reporting at a foreign subsidiary," said Standard & Poor's credit
analyst Bruce Hyman.  The company is now unable to provide a
reasonable estimate of the impact of the accounting errors on its
financial statements and is unable to predict the likelihood,
amount, or the timing of any possible restatement.  The company
does not expect to timely file its March 2007 10-Q.  IR's
substantial liquidity (cash and financial assets totaled $1.4
billion at December 31, 2006, compared with $550 million rated
debt) should cushion the downside risk to the rating.  S&P will
monitor events to assess what impact, if any, these developments
may have on our ratings for IR.


ION MEDIA: Clarifies Information on Recapitalization Proposals
--------------------------------------------------------------
ION Media Networks, Inc. has provided information on the
recapitalization proposals it has received.  The company is
disclosing this information in part to correct inaccuracies in
press reports from sources not known to or authorized by the
company.

The company received a restructuring proposal from Citadel Limited
Partnership and NBC Universal, Inc., well as a restructuring
proposal from an ad hoc group of holders of its 13-1/4% preferred
stock.  The Citadel Proposal was most recently amended and re-
submitted on March 29, 2007, to include, among other things, the
offer to invest $100 million of new capital into the company in
conjunction with the proposed recapitalization.

The company's Board of Directors and a Special Committee of the
Board, in consultation with their respective legal and financial
advisors, continue to carefully evaluate both proposals.

The company reiterates that it does not face any liquidity issues,
nor are any such issues caused by or related to either the
exercise or expiration of NBCU's call right on May 7, 2007.  The
company's preferred stockholders are not creditors and cannot
compel the company to make a bankruptcy filing.

On April 2, 2007, majority of the holders of the outstanding
shares of the company's 13-1/4% preferred stock, have elected
Eugene I. Davis and Ted S. Lodge as directors of the company, and
the holders of a majority of the outstanding shares of the
company's 9-3/4% convertible preferred stock have elected
Ronald W. Wuensch and Diane P. Baker as directors of the company.

The proposals received, including their most recent amendments,
are included as exhibits to the company's Current Reports on Form
8-K, dated Jan. 18, 2007, Feb. 23, 2007, and March 30, 2007 and
Feb. 20, 2007 filed with the Securities and Exchange Commission.

                          About ION Media

ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/--
owns and operates a broadcast television station group and ION
Television, reaching over 90 million U.S. television households
via its nationwide broadcast television, cable and satellite
distribution systems.  ION Television currently features popular
television series and movies from the award-winning libraries of
Warner Bros., Sony Pictures Television, CBS Television and NBC
Universal.  In addition, the network has partnered with RHI
Entertainment, which owns over 4,000 hours of acclaimed television
content, to provide high-quality primetime programming beginning
July 2007.  Utilizing its digital multicasting capability, ION
Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                          *     *     *

ION Media Network Inc.'s preferred stocks carry Moody's Investors
Service's 'Caa2' rating.

Standard and Poor's assigned a 'CCC+' rating on its long-term
foreign and local issuer credit.  The outlook is negative.


IPCS INC: Moody's Affirms B3 Rating and Says Outlook is Developing
------------------------------------------------------------------
Moody's Investors Service has affirmed its B3 corporate family
rating for iPCS, Inc., following the company's announcement that
it is issuing $475 million of Senior Floating Rate Notes, to be
used, along with approximately $55 million of cash on hand, to
refinance its existing $290 million of Senior Notes (11.5% and
11.375% both due in 2012), and fund a $185 million special
dividend to common stockholders.  The company's SGL-3 rating has
also been affirmed.  Moody's has changed its outlook for iPCS to
developing.

The new notes comprise of $300 million of First Lien Senior
Secured Notes and $175 million of Second Lien Senior Secured
Notes.  Pro-forma for the transaction, iPCS' adjusted leverage
(adjusted for leases) is expected to increase to approximately
6.8x immediately after the close of the transaction before
dropping to 5.4x by year-end 2008, a level acceptable to current
ratings.  The company's upgraded network and strengthened
distribution channels is leading to lower churn and faster
subscriber growth, which in turn is expected to contribute to
margin and earnings growth.  This anticipated progress however, is
negatively impacted by increasing bad debt expense, higher
interest expense resulting from the company's significantly
increased debt burden and a difficult relationship with Sprint
Nextel.

"iPCS' outlook change is primarily based on Moody's concerns about
the financial and operating implications associated with the on-
going disputes and lawsuit that the company is currently engaged
in with its 'mother', Sprint," says Moody's Vice President Dennis
Saputo.

The lawsuit is an appeal by Sprint Nextel of a ruling by the
Illinois trial court, which ordered Sprint Nextel, among other
things, to cease owning, operating, and managing Nextel's wireless
network in parts of the company's service territory.  As of
December 31, 2006, iPCS had $6.3 million in litigation expenses
associated with this and its other lawsuit (since decided
favorably for iPCS and final).  While the company expects a ruling
from the appellate court either later this year or early 2008,
legal expenses continue to mount, and could become quite large,
especially if the litigation lingers.

The disputes involve rates Sprint Nextel charges iPCS for back
office services and reciprocal roaming rates.  iPCS objects to
Sprint's proposed rates and has initiated arbitration to resolve
the back office services charges while evaluating its options on
the roaming rates.  Had the rates proposed by Sprint for 2007 been
in effect during 2006, iPCS would have incurred about $13 million
in additional expenses.  If iPCS were to be successful in lowering
these charges, both its earnings and financial profile could
become stronger than we currently envision.

At this point-in-time, the ultimate outcome of the litigation and
disputes with Sprint remain uncertain, and could have a material
impact on iPCS' financial performance.  If Sprint prevails in the
rate dispute, the lawsuit lingers or becomes more expensive than
currently anticipated or iPCS' relationship with Sprint
deteriorates further, iPCS' operating and financial profile may
well come under significant pressure, which could have negative
implications for the rating.  However, the company could
outperform expectations if it sustains recent operating
improvements, the dispute over charges is resolved in iPCS' favor
whilst the original ruling of the Illinois trial court is upheld,
and Sprint does not further appeal.

Moody's has taken these rating actions:

At iPCS, Inc:

    Corporate Family Rating -- B3 affirmed

    Probability of Default Rating - B3, downgraded from B2

    $300 million First Lien Senior Secured Floating Rate Notes due
    2013 -- B1 assigned, LGD2-27%

    $175 million Second Lien Senior Secured Floating Rate Notes
    due 2014 -- Caa1 assigned, LGD5-75%

Withdrawals:

At Horizon PCS Escrow Company:

    $125 million 11.375% Senior Notes due 2012, previously rated
    B3, LGD4-68%

At Horizon PCS, Inc:

    Corporate Family Rating, previously rated B3

    Probability of Default Rating, previously rated B2

    SGL Rating, previously rated SGL-3

At iPCS Escrow Company,

    $165 million 11 ½ Senior Notes due 2012, previously rated
    B3, LGD4-68%

iPCS is an affiliate of Sprint Nextel Corporation headquartered in
Schaumburg, IL.  As such, it relies on Sprint for a number of its
competitive advantages, such as some of its distribution
relationships, spectrum position, roaming revenues, and support
services.


IPCS INC: Aggressive Financial Policy Cues S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Rating Services revised the outlook on
Schaumburg, Illinois-based iPCS Inc. to negative from stable, and
affirmed its 'B-' corporate credit rating.

"The outlook revision reflects our concerns that iPCS' financial
policy is becoming more aggressive at a time when its strained
affiliate relationship with Sprint Nextel Corp. is negatively
affecting operations," said Standard & Poor's credit analyst Susan
Madison.

Simultaneously, S&P assigned a 'B-' rating to $300 million of
proposed first-lien senior secured notes to be issued by iPCS.
S&P also assigned a '4' recovery rating to the notes, indicating
expectations for marginal (25%-50%) recovery of principal in the
event of a payment default.  A 'CCC' rating and '5' recovery
rating, indicating expectations for negligible (0%-25%) recovery
of principal in the event of a payment default, were assigned to
the company's proposed $175 million of senior secured second-lien
notes due 2014.  The second-lien notes carry a payment-in-kind
"toggle" feature, which enables the issuer, at its discretion, to
pay interest either in cash or in-kind.  The notes are being sold
under Rule 144A with registration rights.

Proceeds from the two note issues, along with about $54 million of
cash on hand, will be used to refinance the company's outstanding
11.5% and 11.375% senior notes and fund a $186 million dividend,
or about $11 per share, to common shareholders.

iPCS is a Sprint PCS affiliate serving about 590,900 subscribers.
It has the exclusive right to provide Sprint PCS digital wireless
services to 80 markets in Illinois, Michigan, Pennsylvania,
Indiana, Iowa, Ohio, and Tennessee, or a total of 15 million
licensed population equivalents.  Debt outstanding for the
consolidated company at Dec. 31, 2006, pro forma for the
proposed new notes, totaled about $475 million.


IRAJ ISADPAHNAH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Iraj Isadpahnah
        777 Atherton
        Novato, CA 94945

Bankruptcy Case No.: 07-10391

Chapter 11 Petition Date: April 5, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Fayedine Coulter, Esq.
                  1 Kaiser Plaza, Suite 601
                  Oakland, CA 94612
                  Tel: (510) 839-2245

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


ITC HOMES: Judge Hollowell Confirms Amended Reorganization Plan
---------------------------------------------------------------
The Honorable Eileen W. Hollowell of the U.S. Bankruptcy Court for
the District of Arizona confirmed ITC Homes Inc.'s Amended Chapter
11 Plan of Reorganization.

Judge Hollowell determined that the Amended Plan satisfies the
standards set forth in Section 1129 of the Bankruptcy Code.

                       Overview of the Plan

Under the Amended Plan, the Debtor proposes that holders of
Class 3 Claims will retain their liens and security interests and
will be paid in accordance with the terms and conditions in the
loan documents evidencing the Class 3 creditors' claims.

To the extent an allowed secured claim is a claim for real
property taxes, the claim will be paid, together with interest, at
the statutory rate, as and when the lot to which the lien attached
is sold to a third party buyer.

Class 4 general unsecured claims are entitled to deferred pro rata
payments, together with interest from and after the effective date
of the Plan, at the rate of 5% per annum, over a period not to
exceed six months.

The secured claims of First National Bank of Arizona -- the
Debtor's only primary secured lender -- will be in paid in full
and in cash, in accordance with the loan and security documents
evidencing the Bank's claims as modified pursuant to the Cash
Collateral Stipulation, and except that:

   (i) for so long as the Debtor will not be in default under the
       Cash Collateral Stipulation, as modified by the Plan, FNBA
       will not be entitled to receive or retain any claim for
       accrued interest in excess of the non-default rate stated
       in the FNBA loan and security documents; and

  (ii) notwithstanding anything contained in the Cash Collateral
       Stipulation to the contrary, and provided the Debtor will
       not be in default, the date on which the claims will be
       paid in full will be a date that is not more than 18 months
       following the effective date of the Plan.

M&S Unlimited LLC's general unsecured insider claim will be paid
without interest only after claims in classes 1, 2, 4 and 5 have
been paid in full, while M&S and its owners Moshe and Susie
Gedalia's contingent and unliquidated insider claims under an FNBA
loan guarantee will not receive anything under the Plan.

Existing shareholders of the Debtor will not receive any
distribution on account of their interests unless and until all
sums due all claims in other classes are paid in full pursuant to
the Plan.

The Debtor explains that because the Plan provides for a 100%
repayment, and because there is no need for infusion of additional
capital in order to implement it, no new capital is necessary or
required to be contributed by the exiting interest holder under
the Plan for the equity holders to retain their interest in the
Debtor under the Plan.

Vail, Arizona-based ITC Homes, Inc. -- http://www.itchomesinc.net/
-- develops residential real estates.  The Company filed for
chapter 11 protection on Jan. 26, 2006 (Bankr. D. Ariz. Case No.
06-00053).  Scott D. Gibson, Esq., at Gibson, Nakamura & Decker,
PLLC, represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


JMJ PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: J.M.J. Properties, L.L.C.
        One Canal Place
        365 Canal Street, Suite 2550
        New Orleans, LA 70130
        Tel: (985) 781-5195

Bankruptcy Case No.: 07-10638

Chapter 11 Petition Date: April 9, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Jeffrey L. Oakes, Esq.
                  Orrill, Cordell & Beary, L.L.C.
                  1010 Common Street, Suite 3100
                  New Orleans, LA 70112
                  Tel: (504) 299-8724
                  Fax: (504) 299-8735

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


JOAN FABRICS: Files for Bankruptcy in Delaware
----------------------------------------------
Joan Fabrics Corporation and its wholly owned subsidiary Madison
Avenue Design, filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy COurt
for the District of Delaware.  The company intends to utilize the
Chapter 11 process to reorganize its business and financial
operations.

During this process Joan Fabrics and Madison Avenue Designs will
be fully operational serving their more than 700 clients in the
residential, hospitality and contract sectors in the Canadian,
Mexican and US markets.  Carl Marks Advisory Group, a business
advisory and interim management firm, has taken over day-to-day
operations.

Former president and CEO Elkin McCallum stepped down last week,
but remains on the Board.

"Joan Fabrics has many positive advantages as a business," Richard
Heller, chief operating officer, said.  "They ran into some recent
challenges due to the downturn in the US textile industry caused
by, among other factors, increased foreign competition.  However,
their quality products, strong customer base and excellent design
team provide a solid foundation for the business to be
restructured and emerge successfully from Chapter 11."

Joan Fabrics' 700 employees are unaffected by this filing.
Customers should expect business as usual in terms of products,
delivery and service.

The companies entered into debtor in possession financing
agreements with their lenders, led by Bank of America as its
administrative agent and its factor CIT.  Joan Fabrics and Madison
Avenue designs have received debtor-in-possession financing of
more than $10 million dollars.

"This will allow the company to meet its cash needs and give the
company opportunities to explore strategic options to determine
the company's future, Heller noted.  "The company is already in
contact with a number of firms who have expressed interest in
acquiring some or all of our operating units.  The company
believes that such a sale will provide the most advantageous
result for its employees, customers and creditors."

                        About Joan Fabrics

Joan Fabrics, founded in 1932, manufactures top quality woven
jacquard and velour fabrics.  The companies have manufacturing
facilities in North Carolina and an affiliate entity in Mexico.
Annually, Joan Fabrics introduces over 1500 new open line designs
and provides exclusive designs for the distributor trade and
"jobbers" who supply product to the interior design trade and
other related businesses.  In order to maintain its competitive
edge, Joan Fabrics collaborates with a major retail furniture
chain, offering an in-store collection of mid-to-high end fabrics.


JOAN FABRICS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Joan Fabrics Corporation
             100 Vesper Executive Park
             Tyngsboro, MA 01879-2710
             Tel: (978) 649-5626
             Fax: (978) 649-9142

Bankruptcy Case No.: 07-10479

Debtor-affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Madison Avenue Designs, L.L.C.             07-10480

Type of Business: The Debtors manufacture automotive and furniture
                  upholstery fabrics.

Chapter 11 Petition Date: April 10, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Curtis A. Hehn, Esq.
                  Laura Davis Jones, Esq.
                  Michael Seidl, Esq.
                  Pachulski, Stang, Ziehl, Young, Jones &
                  Weintraub, L.L.P.
                  919 North Market Street, 16th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

                    --- and ---

                  Richard E. Mikels, Esq.
                  Mintz, Levin, Cohn, Ferris, Glovsky and
                  Popeo, P.C.
                  One Financial Center
                  Boston, MA 02111
                  Tel: (617) 542-6000
                  Fax: (617) 542-2241

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.N.F.I.                         trade               $4,831,051
7201 West Friendly Avenue
Greensboro, NC 27410

Pension Benefit Guaranty         unfunded benefit    $3,300,000
Corp.                            plan
Office of the
General Counsel
1200 K. Street, N.W.
Washington, D.C. 20005

American Fibers and Yarns Co.    trade               $1,277,880
55 Vilcom Circle, Suite 300
Chapel Hill, NC 27514

Valdese Manufacturing Company    trade                 $813,665
312 Columbo Street
Valdese, NC 28690

Staubil Corp.                    trade                 $540,493
201 Parkway West
Duncan, SC 29334

R.L. Stowe Mills, Inc.           trade                 $537,153
100 North Main Street
Belmont, NC 28012

The C.I.T. Group/E.F.            trade                 $510,950
1540 West Fountainhead
Parkway
Tempe, AZ 85282

Carollna Mills, Inc.             trade                 $487,489
618 North Carolina Avenue
Maiden, NC 28650

Hess Corporation                 trade                 $429,077
1 Hess Plaza
Woodbridge, NJ 07095

Grover Industries, Inc.          trade                 $354,213
219 Laurel Avenue
Grover, NC 28073

Gaston County Tax Collector      tax                   $315,508
128 West Main Avenue
Gastonia, NC 28052

Para-Chem                        trade                 $271,124
862 SE Main Street
Simpsonville, SC 29681

Kennetex, Inc.                   trade                 $239,598

Carotex                          trade                 $211,876

G.P. Fabrication                 trade                 $211,517

Catawba County Tax               tax                   $199,902

Duke Energy                      trade                 $178,299

Crypton                          trade                 $174,579

Giorgini Silvano                 trade                 $170,826

BB&T Factors Corp.               trade                 $168,400

Noveon, Inc.                     trade                 $162,178

G.M.A.C.                         trade                 $160,421

Fred C. Church, Inc,             trade                 $154,017

Parkdale                         trade                 $148,362

Rutherford County Tax            tax                   $137,232

Wallace Sales Co.                trade                 $135,624

P.S.N.C. Energy                  utility               $133,603

United Parcel Service            trade                 $133,022

Lonfil America Chenille Yarns    trade                 $117,798

Applied Textiles, Inc.           trade                 $112,961


KB HOME: Financial Filing Cues S&P to Remove Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior note ratings and its 'BB-' senior subordinated
note rating on KB Home and removed them from CreditWatch, where
they were placed with negative implications on Oct. 25, 2006.  The
outlook is negative.  The rating actions affect $1.65 billion of
senior notes and $750 million of senior subordinated notes.

"The CreditWatch removals follow the completion of the company's
internal investigation into its stock option practices and the
subsequent filing of its delayed third-quarter 2006 financials,
which cured previously issued notices of technical default,"
explained Standard & Poor's credit analyst George Skoufis.

The affirmed ratings acknowledge the company's good liquidity
position, specifically its demonstrated ability to generate
substantial positive free operating cash flow, and a renewed focus
on strengthening the balance sheet.  These positive factors
currently offset a very challenging housing market that
will negatively affect earnings and stress already weakening
coverage measures.

The negative outlook reflects Standard & Poor's expectation that
earnings will continue to weaken, putting pressure on coverage
measures, particularly if rising delinquencies and foreclosures
lead to tighter credit underwriting and/or less available credit;
this would affect KB Home's first-time and first-time move-up
buyers.  While ratings improvement is unlikely in the near
term, Standard & Poor's would consider lowering the ratings if
coverage measures deteriorate materially for a prolonged period of
time or if the company's liquidity position, which currently
supports the ratings, deteriorates due to further housing market
erosion.


KNOLOGY INC: Completes $255 Million PrairieWave Acquisition
-----------------------------------------------------------
Knology Inc. disclosed that it has completed its acquisition of
PrairieWave Communications.  In connection with the transaction,
Knology entered into a $555 million first lien term loan facility
with proceeds used to fund the $255 million acquisition purchase
price, refinance the company's existing first lien and second lien
credit facilities, and pay related transaction costs.

The $555 million facility bears interest at LIBOR plus 2.25% and
has a term of five years with 1% principal amortization annually
with the balance due at maturity.

The new credit arrangement also includes a $25 million revolving
credit facility, which is not being used in connection with the
acquisition or refinancing.

"This is an exciting transaction for the company," Rodger L.
Johnson, president and chief executive officer of Knology, Inc.
said.  "PrairieWave is a highly successful, customer-focused
business that will expand Knology's footprint by adding meaningful
scale to the company's existing operations.  PrairieWave has
achieved excellent bundled penetration and attractive EBITDA and
free cash flow margins, and the company believes this acquisition
will complement its continued focus on organic growth in the
existing Knology markets.  The new credit facility will simplify
the company's capital structure and lower the company's debt cost
of capital, thereby allowing the company to maximize free cash
flow for its investors."

Credit Suisse acted as financial advisor to Knology and was the
lead arranger for the financing.

Jefferies & Companies, Inc. acted as syndication agent for the
financing.

Daniels & Associates, L.P, advised PrairieWave.

                        About PrairieWave

PrairieWave Communications is a voice, video and high-speed
internet broadband services provider in the Rapid City and Sioux
Falls, South Dakota regions, including portions of Minnesota and
Iowa.

About Knology

Headquartered in West Point, Georgia, Knology Inc. (NASDAQ-GM:
KNOL) -- http://www.knology.com/--- provides interactive
communications and entertainment services in the Southeast.
Knology serves both residential and business customers with one of
the most technologically advanced broadband networks in the
country.  Innovative offerings include over 200 channels of
digital cable TV, local and long distance digital telephone
service with the latest enhanced voice messaging features, and
high-speed Internet access, which enables consumers to quickly
download video, audio and graphic files using a cable modem.
Knology's fiber-based business products include Passive Optical
Network (PON), which supplies IP architecture with segmented voice
and data bandwidth, and Managed Integrated Network Solutions
(MATRIX), an integrated IP-based technology which converges data
and voice.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Rating Services assigned its 'B' bank loan
rating and '4' recovery rating to Knology, Inc.'s proposed
$555 million senior secured first-lien term loan and $25 million
revolver.  Also, Standard & Poor's affirmed the 'B' corporate
credit rating. The outlook is stable.

Also reported on in the TCR on Feb. 19, 2007, Moody's Investors
Service affirmed Knology, Inc.'s B2 corporate family rating,
changed the probability of default rating to B3 and changed the
outlook to stable from developing following the proposed financing
for its $255 million cash acquisition of PrairieWave.


LSI LOGIC: Merges With Agere Systems & Atlas Acquisition
--------------------------------------------------------
LSI Logic Corp. reported that it merged with Agere Systems Inc.
and Atlas Acquisition Corp., LSI's wholly-owned subsidiaries.

Each share of Agere common stock issued and outstanding was
converted into the right to receive 2.16 shares of LSI common
stock, and approximately 368 million shares of LSI common stock
will be issued to former Agere stockholders.  LSI has acquired
Agere's assets.

Pursuant to the terms of the Merger Agreement, the Board of
Directors of Agere appointed Richard S. Hill, Arun Netravali, and
Michael J. Mancuso, LSI Board of Directors.  Messrs. Hill,
Netravali, and Mancuso were Agere directors before the Merger.

Additionally, Mr. Mancuso was appointed on April 2, 2007, to the
Audit Committee of the LSI Board of Directors and will serve as
chairman.

A full-text copy of Certificate Of Ownership and Merger is
available for free at http://ResearchArchives.com/t/s?1ce4

A full-text copy of the Supplemental Indenture No.2 is available
for free at http://ResearchArchives.com/t/s?1ce5

                        About LSI Logic

Based in Milpitas, California, LSI Logic Corporation (NYSE: LSI)
-- http://www.lsi.com/-- is a leading provider of silicon-to-
systems solutions that are used at the core of products that
create, store and consume digital information.  LSI offers a broad
portfolio of capabilities including custom and standard product
ICs, host bus and RAID adapters, storage area network solutions
and software applications.


LSI CORP: Agere Merger Cues S&P to Upgrade Negative to BB
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Milpitas, California-based LSI Corp. to 'BB' from 'BB-'
and removed the rating from CreditWatch, where it was placed with
positive implications on March 15, 2007.  The outlook is positive.

The ratings increase reflects the completion of its share-funded
merger with Agere Systems Inc., with an expected broader business
base than the predecessor companies, and good free cash flows as a
fabless manufacturer.  The merger was completed on April 2, 2007.
Prior to the merger, LSI Corp. was known as LSI Logic Corp. Our
ratings on Agere are withdrawn.

"Our ratings on LSI Corp. reflect the company's reliance on a
relatively limited customer base and lack of presence in the
merchant semiconductor market, and somewhat constrained growth and
profitability," said Standard & Poor's credit analyst Bruce Hyman.
Marketplace trends favoring adjacent technologies could further
constrain revenue and profitability growth for ASIC suppliers over
time.  These are partly offset by the company's good niche
semiconductor market position, the benefits of an outsourced
manufacturing model, moderate leverage and good liquidity, and
expectations that free cash flows will be much less volatile than
had been the case when the predecessor companies were
manufacturing-centric chip suppliers.

LSI is a leading supplier of application-specific integrated
circuits and multicustomer application-specific standard products
used in data networking routers and switches, DVD recorders and
other digital entertainment devices, and data storage equipment;
the company also supplies storage systems.  The merger broadens
the suite of semiconductors in the company's disk drive product
line, adds a degree of diversity through Agere's chips for data
networking devices and wireless handsets, and brings a substantial
degree of intellectual property from the company's historical
position as Bell Laboratories' semiconductor business.  Given the
inherently long design cycles and highly customized nature of the
ASIC market, the company does not serve the merchant semiconductor
market, and its revenues largely depend on the marketplace success
of its existing customer base.


MAGSTAR TECHNOLOGIES: Virchow Krause Raises Going Concern Doubt
---------------------------------------------------------------
Virchow, Krause & Company, LLP raised substantial doubt about
MagStar Technologies Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and total liabilities exceeding
total assets.

The company's balance sheet as of Dec. 31, 2006, reflected total
stockholders' deficit of $2.5 million, resulting from total assets
of $2.2 million and total liabilities of $4.7 million.
Accumulated deficit as of Dec. 31, 2006, stood at $28.1 million,
down from $28.9 million a year earlier.

For the year ended Dec. 31, 2006, the company had a net income of
$813,702, versus a net income for the prior year of $192,844.  Net
sales for 2006 went up to $10 million, from net sales in 2005 of
$8.1 million.

At Dec. 31, 2006, the company had working capital of $586,603, as
compared with a working capital deficit of $3 million at Dec. 31,
2005.  The increase in the working capital is due to debt
restructuring, modification of lease agreements and as a result of
profits during 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ceb

                    About MagStar Technologies

Headquartered in Hopkins, Minnesota, MagStar Technologies Inc.
(OTC BB: MGST) -- http://www.magstar.com/-- develops and
manufactures centrifuges, conveyors, medical devices, spindles,
and sub assemblies for medical, magnetic, motion control and
industrial original equipment manufacturers.  The company
manufactures close tolerance bearing-related assemblies for the
medical device industry.  The company also contract manufactures
biometric identification assemblies, spindles, precision slides
and complex magnetic assemblies.  Its products are sold throughout
the U.S. and North America, Europe, and Asia.


MESABA AVIATION: Minnesota Court Confirms Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
confirmed Mesaba Aviation Inc., dba Mesaba Airlines' Plan of
Reorganization.  The confirmation sets the stage for the Debtor to
emerge from Chapter 11 in the latter part of April.

In confirming the plan, the Court determined that the Plan had
been accepted by creditors and otherwise satisfied the
requirements of the Bankruptcy Code.  The company's creditors
voted overwhelmingly in support of the Plan.

The Plan implements a stock purchase and reorganization agreement
with Northwest Airlines Corporation under which Mesaba would
become a wholly-owned subsidiary of Northwest Airlines.

"The confirmation of the company's Plan by the Bankruptcy Court
validates 18 months of work to make Mesaba a sustainable regional
carrier, positioned to become a wholly-owned subsidiary of
Northwest Airlines," John Spanjers, Mesaba president and COO,
said.  "The company is capable of great things moving forward and
that's been demonstrated by the exceptional commitment and
professionalism of its employees during this difficult time in the
company's history."

Mesaba intends to exit from Chapter 11 bankruptcy protection in
the final week of April 2007 when the POR becomes effective and
the acquisition by Northwest Airlines will be completed.

Mesaba's comprehensive restructuring plan reduces costs by
$68 million a year secures its core business with Northwest for
the 49 Saab 340Bs and positions the company for future growth
opportunities.  Already, Mesaba is moving quickly through the
Federal Aviation Administration certification and training process
to begin operating the first of 36 Bombardier Canadair Regional
Jet (CRJ) 900s for Northwest Airlines.

As a result of its on-going restructuring initiatives, Mesaba has
achieved reductions in its fixed costs, vendor costs, aircraft and
engine leases, and labor costs.

"Mesaba employees have made a considerable sacrifice to achieve
this cost structure," Mr. Spanjers said. "The company is pleased
to be in a position to recall a number of its furloughed team
members and provide opportunity for all employees with the
addition of the CRJ900 to the company's fleet."

                       About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines(OTC:NWACQ.PK).  The company filed for chapter
11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-
39258).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath &
Nauman PA, represents the Debtor in its restructuring efforts.
Craig D. Hansen, Esq., at Squire Sanders & Dempsey, L.L.P.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $108,540,000 and total debts of $87,000,000.


METCARE RX: Organizational Meeting Scheduled on April 19
--------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Metcare Rx Pharmaceutical Services Group,
LLC and its debtor-affiliates' chapter 11 cases at 10:00 a.m., on
April 19, 2007, at the U.S. Trustee's Office, Room 2106, 21st
Floor, in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

                        About Metcare Rx

Based in Cedar Grove, New Jersey, Metcare Rx Pharmaceutical
Services Group, LLC and its affiliates --
http://www.metcarerx.com/-- form a full-service pharmacy
management company that offers customized solutions and
comprehensive pharmacy managed care services.  The Debtor and its
affiliates filed for Chapter 11 protection on April 3, 2007
(Bankr. D. N.J. Case Nos. 07-14612 through 07-14620).  Bruce J.
Wisotsky, Esq., at Norris, McLaughlin & Marcus, P.A., represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from its creditors, they listed estimated
assets and debts of $1 million to $100 million.


MICHAEL ALOYAN: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Michael Aloyan
        aka Mikael V. Aloyan
        aka Mikael Aloyan
        1425 West Road
        La Habra Heights, CA 90631
        Tel: (323) 954-9144

Bankruptcy Case No.: 07-12861

Type of Business: The Debtor, a convicted bribery figure, owns the
                  Hub City Solid Waste Services, a solid waste
                  hauling company.  The Debtor filed a $20 million
                  lawsuit against the City of Compton in October
                  2004 after the latter terminated a 15-year,
                  no-bid, $100 million contract with his company.
                  The city promptly filed a countersuit against
                  the Debtor and the company waging the contract
                  broke state law.  In December 2004, the
                  unanimous jury verdict awarded the city
                  $22,402,759 million on its cross-complaint,
                  jointly and severally against the Debtor and his
                  company individually.

Chapter 11 Petition Date: April 9, 2007

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Philip D. Dapeer, Esq.
                  99 Hampshire Road, Suite 105
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144

Total Assets:         $0

Total Debts: $21,407,839

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
City of Compton                  trade debt         $21,474,836
205 South Willowbrook Avenue
Compton, CA 90220
c/o Gregory E. Stone
21550 Oxnard Street,
Suite 200
Woodland Hills, CA 91361
Tel: (818) 999-2269

DaimlerChrysler                                         $28,049
c/o MacDowell & Associates
3636 Birch Street,
Suite 290
Newport Beach, CA 92660

Citicards                                               $15,000
P.O. Box 6408
The Lakes, NV 88901

Jaguar Credit                                            $7,574

Discover Card                                            $7,000

Bank of America                                          $3,792

Saks Fifth Avenue                                        $2,870

Macy's                                                   $2,713


MICHAEL OWENS: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtors:  Michael M. Owens
          Kazan W. Owens
          dba J&L Grocery
          dba Owens Express
          P.O. Box 1161
          Granite Falls, NC 28630

Bankruptcy Case No.: 07-50308

Chapter 11 Petition Date: April 9, 2007

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtors' Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 17 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Lutz Corp.                                              $448,000
PO Box 1952
Shelby, NC 28151-1952

Leon Holder Wholesale                                   $234,281
PO Box 117
Elk Park, NC 28622

First Funds                                             $105,000
240 West 35th Street
New York, NY 10001

H. T. Hackney                                            $83,000

Bank of America                                          $21,480

Bank of America                                          $17,985

Beneficial                                               $15,058

Chase Visa                                               $14,279

Bank of America                                          $14,014

Chase Visa                                               $10,403

Bank of America                                           $9,104

Western Piedmont Iwanna                                   $5,692

CitiGroup/CitiBank Corp.                                  $5,440
Card

Chase Visa                                                $4,334

American Express                                          $2,456

Wachovia Prime Equity                                     $1,919
Line

Citi Cards                                                $1,634


MIRANT CORPORATION: Board Exploring Strategic Alternatives
----------------------------------------------------------
Mirant Corporation's board of directors has decided to explore
strategic alternatives to enhance stockholder value.

The company has made significant progress in implementing the
program it disclosed in July and August 2006 to sell its
Philippine business and six U.S. natural gas-fired plants, which
are expected to close in the second quarter of 2007, and its
Caribbean business, which is expected to close in mid-2007.

In light of the status of the disposition program, the board will
consider in the exploration process whether the interests of
stockholders would be best served by returning excess cash from
the sale proceeds to stockholders, with the company continuing to
operate its retained businesses or, alternatively, whether greater
stockholder value would be achieved by entering into a transaction
with another company, including a sale of the company in its
entirety.  The company does not expect to consider making an
acquisition as part of this exploration process.

JPMorgan will serve as the financial advisor in this process.

"The company is commencing this exploration of alternatives in
order to provide its stockholders with the greatest possible
value," Edward R. Muller, chairman and chief executive officer,
said.

At this time, there can be no assurance that any transaction will
be pursued, other than the dispositions that Mirant has taken, or
that any transaction that is pursued would be consummated.  The
company does not intend to disclose developments with respect to
the exploration of strategic alternatives unless and until its
board of directors has completed its evaluation or approved a
specific transaction.  As a result of this information, the
company will not provide earnings guidance during the exploration
process.

The company also noted that Mirant's certificate of incorporation
contains in Article 17 certain transfer restrictions that are
intended to preserve the value of the company's substantial tax
loss carryforwards.  These restrictions apply when holders of 5%
or more of the company's stock own in the aggregate at least 35%
of the company's stock.  When these provisions apply, persons
holding 5% or more of the company's stock cannot acquire
additional stock, and persons holding less than 5% of the
company's stock cannot become 5% holders.

Currently, much as 26% of the company's stock is held by or
committed to holders of more than 5% of the company's stock.  As
of Feb. 28, 2007, the number of outstanding shares of Mirant
common stock to be taken into account for purposes of calculating
ownership under Article 17 was 256 million.

The company has filed a Current Report on Form 8-K that contains
additional information about its tax position.  Copies of Mirant's
certificate of incorporation and are available on the company's
website or at http://ResearchArchives.com/t/s?1ce2.


                     About Mirant Corporation

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.  Mirant Bowline,
LLC, Mirant Lovett, LLC, Mirant New York, Inc., and Hudson Valley
Gas Corporation, were not included and have yet to submit their
plans of reorganization.  (Mirant Bankruptcy News, Issue No. 119;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                           *     *     *


Moody's Investors Service's assigned 'B2' on Mirant Corporation's
long-term family rating and 'B2' on probability of default rating.
The outlook is stable.

Standard and Poor's assigned a 'B+' on the company's long-term
foreign and local issuer credit rating.

Fitch gave a 'B+' on the company's long-term issuer default
rating.


MISSISSIPPI FARM: A.M. Best Withdraws Ratings on Company's Request
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from C+ (Marginal) and assigned an issuer credit rating of
"cc" to Mississippi Farm Bureau Mutual Insurance Company of
Jackson, Mississippi.  The outlook for both ratings is negative.

The FSR downgrade is attributable to continued surplus
deterioration as a result of reserve strengthening associated with
the company's losses from Hurricane Katrina and ongoing
uncertainty regarding final loss settlements.

Subsequently, A.M. Best has withdrawn the FSR and ICR and assigned
a category NR-4 (Company Request).  This rating action reflects
management's decision to withdraw from the interactive rating
process, as MFB has ceased writing business.

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.


NORMA AURELIO: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Norma Aurelio
        aka Norma Salvatera Aurelio
        dba Salvatera-Aurelio Small Family Home
        1409 South Beacon Street
        San Pedro, CA 90731

Bankruptcy Case No.: 07-12844

Chapter 11 Petition Date: April 9, 2007

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: James T. King, Esq.
                  King & Associates
                  315 West Arden Avenue, Suite 28
                  Glendale, CA 91203
                  Tel: (818) 242-1100
                  Fax: (818) 242-1012

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Option One Mortgage Corp.                              $729,000
3 Ada
Irvine, CA 92618

Argent Mortgage Co., L.L.C.                            $567,000
1 City Boulevard West,
Suite 1500
Orange, CA 92868

Infinity Insurance Co.                                   $1,568
P.O. Box 830693
Birmingham, AL 35283-0693

Credit Collection Services                                 $142
For the Infinity Group


NORSTAN APPAREL: Creditors Win $67MM Fraudulent Transfer Lawsuit
----------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York denied, on March 30, a motion to
dismiss the $67 million fraudulent transfer lawsuit against
Norstan Apparel Shops Inc.

The lawsuit, on behalf of the Official Committee of Unsecured
Creditors, asserts that in the months before declaring bankruptcy,
Norstan made distributions of $14 million to the company
shareholders and thereafter leveraged its own stock to transfer
$53 million to those same shareholders.

"It is the view of unsecured creditors that these transfers were
constructively fraudulent," said Ronald R. Sussman, Esq., a
partner at Cooley Godward Kronish LLP, the law firm representing
the unsecured creditors.

In addition to Mr. Sussman, Cooley partner Lawrence C. Gottlieb,
Esq. and Associates Jeff Cohen, Esq., Seth Van Aalten, Esq. and
Michael Klein, Esq. advised on the matter.

                     About Norstan Apparel

Based in Long Island City, New York, Norstan Apparel Shops
Inc. dba Fashion Cents, operates 229 retail stores selling
women's budget-priced apparel.  The stores are located in 24
states throughout the Midwestern, Midsouthern, Mid-Atlantic and
southeastern regions of the United States.

The company and its debtor-affiliates filed for chapter 11
protection on April 8, 2005 (Bankr. E.D.N.Y. Case No. 05-15265).
Merritt A. Pardini, Esq. and Jeff J. Friedman, Esq., at Katten
Muchin Zavis Rosenman, and C. Nathan Dee, Esq., at Cullen &
Dykman, LLP, represent the Debtors in their restructuring efforts.
Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
total assets of $19,637,000 and total debts of $44,776,000.


OWNIT MORTGAGE: Wants to Reject Unexpired Leases & Contracts
------------------------------------------------------------
Ownit Mortgage Solutions Inc asks permission from the United
States Bankruptcy Court for the Central District of California to
reject unexpired leases and executory contracts.

The Debtor tells the Court that in light of the closing of all of
its office locations with the exception of its headquarters, it
doesn't need the leases and contracts going forward.  Rejection of
these leases and contracts will eliminate the possibility that the
Debtor may be exposed to further administrative expense claims.

Further, none of these leases and contracts has any value to the
estate.  Due to the type of equipment leased and the services
delivered, the Debtor concluded that the expense involved in
attempting to market the agreements and assuming and assigning
them would outstrip any possible value in the agreements.

A list of the unexpired leases and executory contracts is
available for free at http://ResearchArchives.com/t/s?1cee

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.  The Debtor's exclusive period to file a chapter
11 plan expires on April 27, 2007.


PACER INT'L: Share Repurchase Increase Cues S&P to Hold Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Pacer International Inc.  The affirmation follows
the freight transportation company's announcement that it has
increased its share repurchase authorization by $100 million.

S&P believes that healthy cash generation and currently strong
cash flow protection measures should allow Pacer to pursue share
repurchases and still maintain credit protection measures within
acceptable levels.

At the same time, Standard & Poor's withdrew the 'BB' bank loan
rating and '2' recovery rating following Pacer's refinancing of
the old facility with a new, unrated, facility.  The outlook is
stable.

The Concord, California-based company has about $400 million of
lease-adjusted debt.

"Ratings reflect Pacer's exposure to cyclical and competitive
pressures; a somewhat aggressively leveraged balance sheet that
includes significant operating lease obligations; the potential
for acquisitions; and the likelihood of profit pressures over the
near term," said Standard & Poor's credit analyst Lisa Jenkins.
"Partially offsetting these challenges are the company's solid
niche position in the freight transportation and logistics
industry, a somewhat variable cost structure, and ongoing efforts
to improve productivity."

Pacer's operations are centered around two key business areas:
wholesale intermodal and retail logistics.  Pacer's intermodal
business transports cargo containers stacked two high on specially
designed railcars.  Pacer has well-established relationships with
rail carriers that provide linehaul and terminal services for the
company and give Pacer access to a 50,000-mile rail network.
Pacer is currently in the process of transitioning to new vendor
arrangements with its rail carriers.  The form and impact of these
changes are currently uncertain, but ratings assume that they
would not have a material impact on the company's operations.

Pacer's logistics offerings include intermodal marketing, truck
transportation brokerage, freight forwarding, freight
consolidation and handling, and supply chain management services.
Pacer's increased emphasis on logistics services in recent years
has increased its exposure to competitive and cyclical pressures.
To mitigate cyclical pressures, Pacer relies on contracts and
operating arrangements with railroads, independent trucking
operators, and leasing companies.  A significant portion of its
equipment leases allow for cancellation within three months or
less.  This reliance on leased equipment and contracts for the use
of others' facilities reduces Pacer's capital spending
requirements, but also makes Pacer more vulnerable to equipment
shortages and service disruptions by its partners.  The wholesale
business is currently benefiting from strong international
intermodal demand.

Performance in the retail segment is still depressed, but is being
addressed through yield and business development initiatives.
Pacer recently announced its plans to consolidate some operations,
reduce headcount, and invest in new technology systems.  While the
company has stated that these actions should reduce costs by
approximately $10 million annually when fully implemented, they
will likely result in restructuring charges and increased expenses
in 2007.

Ratings incorporate an expectation that credit measures will
remain near current levels.  Should current restructuring
activities or competitive challenges result in greater-than-
expected earnings pressures, or should share repurchases or
acquisitions lead to a deterioration in the credit profile, the
outlook could be revised to negative or the rating could be
lowered, depending upon the magnitude of the deterioration.  An
outlook change to positive is considered unlikely.


PACIFIC LUMBER: Panel Hires Pachulski Stang as Bankruptcy Counsel
-----------------------------------------------------------------
The Hon. Judge Richard S. Schmidt of the United States Bankruptcy
Court for the Southern District of Texas has authorized the
Official Committee of Unsecured Creditors appointed in Pacific
Lumber Company and its debtor-affiliates' bankruptcy cases to
retain Pachulski Stang Ziehl Young Jones & Weintraub LLP as its
general bankruptcy counsel effective as of Jan. 30, 2007.

The fees and expenses incurred by Pachulski in the Debtors' cases
will be allocated among Scotia Development LLC, The Pacific
Lumber Company, Britt Lumber Co. Inc., Salmon Creek LLC, and
Scotia Inn Inc., on the one hand, and Scotia Pacific LLC, on the
other hand, in the same proportion as the general unsecured debt
of the PALCO Debtors as compared to the general unsecured debt of
Scopac, the Court rules.

Pending further Court order, Pachulski's fees and expenses will
be allocated and paid on an interim basis as 95% to the PALCO
Debtors and 5% to Scopac.

In the event that a separate committee is appointed in either the
PALCO Debtors or Scopac cases, Pachulski's fees and expenses will
be allocated with the Pachulski Retention Order through the date
of formation of that additional committee.

All parties' right to subsequently challenge the allocation of
fees and expenses in any subsequent interim or final fee
application submitted by the Committee's counsel is preserved.

As reported in the Troubled Company Reporter on March 2, 2007,
the Official Committee of Unsecured Creditors selected Pachulski
Stang because of its extensive expertise and knowledge in the area
of insolvency, business reorganizations and creditors' rights,
making it highly qualified to represent the Committee.

As the Committee's counsel, Pachulski Stang is expected to assist,
advise and represent the Committee in:

   (a) its consultations with the Debtors and other creditor
       constituencies or parties-in-interest regarding the
       administration of the cases;

   (b) the analysis of the Debtors' assets and liabilities,
       investigating the extent and validity of liens and
       participating in and reviewing any proposed asset sales,
       other asset dispositions, financing arrangements and cash
       collateral stipulations or proceedings;

   (c) connection with any review of management, compensation
       issues, analysis of retention or severance benefits or
       other management related issues;

   (d) any manner relevant to reviewing and determining the
       Debtors' rights and obligations under the unexpired leases
       and executory contracts;

   (e) the investigation of the Debtors' acts, conduct, assets,
       liabilities and financial condition, the operation of the
       Debtors' business and the desirability of the continuance
       of any portion of the business, and any other matters
       relevant to the cases or to the formulation of a plan;,

   (f) its participation in the negotiation, formulation and
       drafting of one or more plans of reorganization;

   (g) issues concerning the appointment of a trustee or examiner
       under Section 1104 of the Bankruptcy Code;

   (h) the performance of all of its duties and powers under the
       Bankruptcy Code and the Federal Rules of Bankruptcy
       Procedure and in the performance of other services as are
       in the interests of those represented by the Committee;
       and

   (i) the evaluation of the claims and any litigation matters.

Pachulski Stang will be paid based on the firm's customary hourly
rates in effect.  The current hourly rates for Pachulski Stang
principal attorneys handling the Committee's representation are:

          Attorney                    Hourly Rate
          --------                    -----------
          John D. Fiero, Esq.            $495
          Maxim B. Litvak, Esq.          $450

The hourly rates of Pachulski Stang's other attorneys and
paraprofessionals are:

          Professionals               Hourly Rate
          -------------               -----------
          Other attorneys             $795 - $375
          Paralegals                  $210 - $145
          Law Library Director           $195
          Law Clerks                   $95 - $75

The firm will also be reimbursed for its actual and necessary
out-of-pocket expenses.

John D. Fiero, Esq., a partner at Pachulski Stang, clarified that
the Firm will not seek compensation for the non-working travel
time to or from the Texas Court incurred by Mr. Litvak, or
reimbursement of any expenses incurred by Mr. Litvak.

Other Pachulski Stang attorneys, including Mr. Fiero, however,
will be permitted to seek compensation for non-working travel
time to the Texas Court, and reimbursement of expenses from the
Debtors, to the extent permitted by the Court.

Mr. Fiero assured the Court that Pachulski Stang does not hold,
or represent any entity having an adverse interest in connection
with the Debtors or their bankruptcy cases, and is qualified to
represent the Committee under Sections 328 and 1103 of the
Bankruptcy Code.

                       About Pacific Lumber

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

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

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
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. 12, http://bankrupt.com/newsstand/or
215/945-7000).


PACIFIC LUMBER: Taps Morrison as Special Litigation Counsel
-----------------------------------------------------------
Pacific Lumber Company, Scotia Pacific Company LLC and Salmon
Creek LLC ask the United States Bankruptcy Court for the Southern
District of Texas for authority to employ Morrison & Foerster LLP
as their special litigation counsel in connection with the Lawsuit
against California as well as a number of actions involving
environmental and regulatory issues, nunc pro tunc to
Jan. 18, 2007.

The Debtors also seek the Court's authority to employ Morrison &
Foerster as special litigation counsel in connection with any new
litigation on environmental and regulatory issues commenced by or
against any of the Debtors.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., in Corpus Christi, Texas, relates that in 1996,
the Debtors entered into the historic Headwaters Agreement with
the Federal government and the state of California, which
involved:

   (i) the sale of substantial old growth redwood timberlands to
       the Federal and State governments; and

  (ii) the implementation of comprehensive ongoing permits and
       approvals regarding harvesting activities on the Debtors'
       over 200,000 acres of Timberlands.

The historic accord resulted in the most stringent environmental
restrictions ever placed on timber harvesting, Mr. Holzer says.

In December 2006, The Pacific Lumber Company and Scotia Pacific
Company LLC commenced a lawsuit -- the Partial Contingency
Litigation -- against California in the California Superior Court
of Fresno County (Case No. 06 CE CG 042221) to recover damages
for breach of the Headwaters Agreement.  Under the Lawsuit, the
Debtors alleged that California's actions restricted Scopac's
ability to harvest timber as allowed under the Headwaters
Agreement, which prevented them from remaining economically
viable.

Mr. Holzer relates that prior to Jan. 18, 2007, Debtors
hired Morrison & Foerster as their special litigation counsel in
numerous proceedings, including these matters -- Hourly Rate
Matters:

   1. Environmental Protection Information Center & Sierra Club
      v. California Department Of Forestry & Fire Protection &
      California Department of Fish & Game, Case No. S1405471, an
      action filed in the California Supreme Court.  California
      Court of Appeal Case Nos. A108410 and A108478.

   2. The People of the State of California v. Pacific Lumber
      Company, Scotia Pacific Company LLC & Salmon Creek LLC,
      currently pending in the California Court of Appeal, Case
      No. A112028.

   3. Environmental Protection Information Center v. Pacific
      Lumber Company, Scotia Pacific Company LLC, Environmental
      Protection Agency & Christine Todd Whitman, filed in the
      U.S. District Court for the Northern District of
      California, Case No. C01-2821 MHP.

   4. Northern California River Watch v. Pacific Lumber Company
      filed in the U.S. District Court for the Northern District
      of California, Case No. C 06-03556 MMC.

   5. Pacific Lumber Company & Scotia Pacific Company LLC v.
      State Water Resources Control Board commenced in the
      California Superior Court of Humboldt County, Case No.
      CV050516.

   6. Davies v. Schectman commenced in the California Superior
      Court of Humboldt County, Case No. DR010441.

As a result of its prior work with the Debtors, the firm is
uniquely familiar with the Debtors, their assets and their
business, Edgar B. Washburn, Esq., a member of Morrison &
Foerster, says.

Morrison & Foerster will carefully coordinate its efforts with
the Debtors' other counsel so as to prevent any duplication of
effort to the fullest extent practical.

Subject to periodic adjustments, Morrison & Foerster intends to
charge the Debtors based on its hourly rates range of $475 to
$675 for attorneys, and $210 for paralegals.

Mr. Washburn assures the Court that Morrison & Foerster neither
holds nor represents an interest adverse to the Debtors and their
estates, and is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

Mr. Washburn has prepared a Supplemental Declaration in relation
to the proposed retention of Morrison & Foerster.  Mr. Holzer
notes that the Washburn Declaration contains the specifics of the
contingency arrangement between the Debtors and Morrison &
Foerster with respect to the Partial Contingency Litigation,
which could be analyzed and potentially used by adverse parties
to their tactical advantage, and to the Debtors' detriment.

Thus, the Debtors seek the Court's permission to file The Washburn
Declaration under seal.

                       About Pacific Lumber

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

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

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
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. 12, http://bankrupt.com/newsstand/or
215/945-7000).


PENN TREATY: A.M. Best Holds Ratings and Retains Negative Review
----------------------------------------------------------------
A.M. Best Co. has commented that the financial strength rating of
B (Fair) and the issuer credit ratings of "bb" of Penn Treaty
American Corporation's [NYSE: PTA] subsidiaries remain unchanged
and under review with negative implications.

Penn Treaty's subsidiaries include Penn Treaty Network America
Insurance Company, American Network Insurance Company and American
Independent Network Insurance Company of New York (New York, NY).
All companies are domiciled in Allentown, PA unless otherwise
specified.

On March 26, 2007, Penn Treaty filed its 2005 10-K.  Penn Treaty's
delay in filing its 2006 audited GAAP financials is of concern to
A.M. Best. A.M. Best believes Penn Treaty's "old" long-term care
block, whose performance is not reflected in its statutory
operating results, will again show weak results when its 2006 GAAP
financials are made public.  In A.M. Best's opinion, its GAAP
results for 2006 could continue to be problematic if Penn Treaty's
experience is similar to other long-term care insurers.  Penn
Treaty is filing additional, large increases on a sizeable portion
of this block of business.  A.M. Best believes it may be difficult
to gain regulatory approval on a timely basis, which could further
negatively impact the "old" block's performance.

A.M. Best's concerns include:

    -- The delay in filing its GAAP financial statements has
       negatively impacted Penn Treaty's sales efforts, as well as
       slowed other facets of its business plan.

    -- The performance of its "old" block of business (written
       prior to December 31, 2001 and currently 100% reinsured by
       Imagine International Reinsurance, Ltd.) has been
       problematic for many years.  Although this business has
       been reinsured and does not impact statutory financial
       statements, earnings and losses from this block do impact
       GAAP financials.  Large reserve charges have occurred
       historically for this block, which Penn Treaty plans to
       eventually recapture.  Given the numerous reserve charges
       and ongoing issues surrounding its "old" long-term care
       block, A.M. Best remains concerned with the reserve
       adequacy of this business.

    -- Penn Treaty is highly reliant on one reinsurer for coverage
       on its "old" block of business, as well as all new business
       it writes.

    -- Given that a large portion of its bond portfolio was
       invested during the second half of 2005, rising interest
       rates have a negative impact on the value of Penn Treaty's
       bond portfolio and its GAAP capitalization, which was the
       case in 2006.

    -- Penn Treaty continues to incur high audit, consulting and
       general expense levels.

    -- Penn Treaty will continue to experience delays in filing
       its audited GAAP financials for an unknown period of time.
       The company currently estimates that its GAAP financials
       will not be completed on a timely basis until it files its
       third quarter 2007 results.

    -- Any impact the company's ongoing issues might have on its
       future financial flexibility.

Penn Treaty will remain under review while A.M. Best continues to
monitor a number of items that affect Penn Treaty's ratings, which
include:

    -- Any potential changes in the reinsurance program or in the
       treaty agreement

    -- Ongoing disruption for new business opportunities

    -- Regulatory relationships that Penn Treaty has including how
       they impact the company's attempts to implement rate
       increases and expectations from key regulators

    -- Reserve adequacy on the "old" block of business, which has
       experienced poor results on a GAAP basis

    -- A.M. Best's monitoring of company provided projections to
       actual results

Presently, it is unclear when A.M. Best will conclude its review
of Penn Treaty.  A.M. Best has requested that Penn Treaty provide
more frequent updates on various items on its operations.  A final
rating outcome will be released once A.M. Best assesses how these
issues could impact the organization.

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.


PENNSYLVANIA REAL: Earns $19 Million in Quarter Ended December 31
-----------------------------------------------------------------
Pennsylvania Real Estate Investment Trust reported net income of
$19 million on total revenue of $126.5 million for the fourth
quarter ended Dec. 31, 2006, compared with net income of
$19.4 million on total revenue of $120.6 million for the same
period ended Dec. 31, 2005.

For the year ended Dec. 31, 2006, net income was $28 million on
total revenue of $464.6 million, compared with net income of
$57.6 million on total revenue of $434.4 million in 2005.

The decrease in net income in 2006 was due to a $17.2 million
increase in depreciation and amortization expense, $9.4 million
less in gains on sales of real estate in 2006, and $4 million of
executive separation expenses.  The depreciation and amortization
expense in 2006 includes a $7.6 million increase in depreciation
and amortization expense from properties acquired during 2005 and
$2.8 million of additional depreciation and amortization expense
that was recorded in connection with the reclassification of
Schuylkill Mall, in Frackville, Pa., from held-for-sale to
continuing operations.

Same store net operating income increased $1.4 million for the
fourth quarter of 2006, an increase of 1.8% from the fourth
quarter of 2005.  For 2006, same store net operating income
increased by $1.5 million compared to 2005.  Same store results
represent retail properties that the company owned for the full
periods presented.

"During 2006, our sales per square foot grew 4.4%, exceeding the
industry average as reported by the International Council of
Shopping Centers.  Five of our malls generated sales in excess of
$450 per square foot in 2006, up from only two at the end of
2005," said Joseph Coradino, president of PREIT Services LLC and
PREIT-RUBIN Inc.  "This growth, when combined with the substantial
completion of eight mall renovations and redevelopments in 2006,
the announcement of the Cherry Hill Mall, Plymouth Meeting Mall,
and Voorhees Town Center projects, and a portfolio with average
sales in excess of $350 per square foot, presents a compelling
platform for national retailers."

At Dec. 31, 2006, the company's balance sheet showed
$3,145.6 million in total assets, $2,101.9 million in total
liabilities, $114.4 million in minority interest, and
$929.3 million in total shareholders' 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?1ce0

Net cash provided by operating activities totaled $158.8 million
for the year ended Dec. 31, 2006, and $129.7 million for the year
ended Dec. 31, 2005.  Cash provided by operating activities in
2006 as compared to 2005 was favorably impacted by a 6% increase
in consolidated net operating income, partially offset by a 17%
increase in interest expense.  Cash flows in 2006 also were
impacted by lower incentive compensation payments, as $5 million
in payments related to an executive long term incentive
compensation plan were made in 2005.

Cash flows used in investing activities were $182.1 million in
2006, compared to cash flows used in investing activities of
$326 million in 2005.

Cash flows provided by financing activities were $16.3 million in
2006, compared to $179 million provided in 2005.  Cash flows
provided by financing activities for the year ended Dec. 31, 2006,
were affected by $152.1 million of net proceeds from the financing
of mortgage loans on Valley Mall and Woodland Mall.  Portions of
these cash flows were applied toward aggregate net credit facility
repayments of $10.5 million, dividends and distributions of
$106.2 million and principal installments on mortgage notes
payable of $22.8 million.  Financing activities in 2005 included
the repayment of the mortgages on Cherry Hill Mall, Magnolia Mall
and Willow Grove Park.

                     About Pennsylvania Real

Pennsylvania Real Estate Investment Trust (NYSE: PEI) --
http://www.preit.com/-- was founded in 1960 and is one of the
first equity Real Estate Investment Trusts in the U.S.  The
company has a primary investment focus on retail shopping malls
and power centers located in the Mid-Atlantic region and eastern
half of the United States.  As of Dec. 31, 2006, the company's
portfolio consists of 57 retail properties.  The company has 50
retail operating properties in 13 states, including 39 shopping
malls and 11 strip and power centers, and seven properties under
development.  The company is headquartered in Philadelphia.
Pennsylvania.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Fitch Ratings affirmed the 'B+' preferred stock rating on
Pennsylvania Real Estate Investment Trust.   Fitch also affirmed
the 'BB' Issuer Default Rating of PREIT.


PLEASANT CARE: Section 341(a) Meeting Scheduled on April 27
-----------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Pleasant Care Corporation and its debtor-affiliates' creditors at
9:00 a.m., on April 27, 2007, at Room 2610, 725 South Figueroa
Street, in Los Angeles, California.  This is the first meeting of
creditors required under Section 341(a) of the U.S. Bankruptcy
Code in all bankruptcy cases.

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

Based in La Canada, California, Pleasant Care Corporation and its
affiliates -- http://www.pleasantcare.com/-- provide nursing home
care.  The company and four of its affiliates filed for chapter 11
protection on March 22, 2007 (Bankr. C.D. Calif. Lead Case No.
07-12312).  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts between $1
million and $100 million.


PLEASANT CARE: Wants to Hire Levene Neale as Bankruptcy Counsel
---------------------------------------------------------------
Pleasant Care Corporation and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the Central District of
California to employ Levene, Neale, Bender, Rankin & Brill LLP as
their bankruptcy counsel.

Levene Neale will:

   a. advise the Debtors with regard to the requirements of the
      Court, the U.S. Trustee, the U.S. Bankruptcy Code and Rules
      as they pertain to the Debtors;

   b. advise the Debtors with regard to certain rights and
      remedies of their bankruptcy estates and the rights, claims
      and interests of creditors;

   c. represent the Debtors in any proceeding or hearing in the
      Court involving their estates unless the Debtors are
      represented in such proceeding or hearing by other special
      counsel;

   d. conduct examinations of witnesses, claimants or adverse
      parties and represent the Debtors in any adversary
      proceeding;

   e. prepare and assist the Debtors in the production of
      reports, applications, pleadings and orders;

   f. represent the Debtors with regard to obtaining use of
      debtor-in-possession financing and cash collateral;

   g. assist the Debtors in the negotiation, formulation,
      preparation and confirmation of a plan of reorganization
      and the preparation and approval of a disclosure statement;

   h. perform any other legal services for the Debtors.

Ron Bender, Esq., a partner at Levene Neale, tells the Court that
the Firm's professionals bill:

      Professional                        Hourly Rate
      ------------                        -----------
      Ron Bender, Esq.                       $525
      Monica Y. Kim, Esq.                    $495
      Jacqueline L. Rodriguez, Esq.          $405

Mr. Bender assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Bender can be contacted at:

      Ron Bender, Esq.
      Levene, Neale, Bender, Rankin & Brill LLP
      10250 Constellation Boulevard, Suite 1700
      Los Angeles, CA 90067
      Tel: (310) 229-1234
      Fax: (310) 229-1244
      http://www.lnbrb.com/

Based in La Canada, California, Pleasant Care Corporation and its
affiliates -- http://www.pleasantcare.com/-- provide nursing home
care.  The company and four of its affiliates filed for chapter 11
protection on March 22, 2007 (Bankr. C.D. Calif. Lead Case No.
07-12312).  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts between $1
million and $100 million.


PLEASANT CARE: U.S. Trustee Appoints Five-Member Official Panel
---------------------------------------------------------------
The United States Trustee for Region 16, appointed five creditors
to serve in an Official Committee of Unsecured Creditors for
Pleasant Care Corporation and its debtor-affiliates' chapter 11
cases.

The five committee members are:

      1. Twin Med LLC
         c/o Steve Rechnitz, CEO
         11333 Greenstone Avenue
         Santa Fe Springs, CA 90670
         Tel: (323) 582-9900
         Fax: (323) 588-4403;

      2. Healthcare Services Group, Inc.
         c/o Thomas Cook, President
         3220 Tillman Drive
         Ben Salem, PA 19020
         Tel: (800) 523-2248
         Fax: (215) 639-2152;

      3. Comprehensive Therapy
         c/o Bina Bhatia, Partner
         1261 Oakhaven Lane
         Arcadia, CA 91006
         Tel: (626) 353-8030;

      4. Diary King
         c/o Allan Dalfen, President
         815 Thompson Avenue
         Glendale, CA 91201
         Tel: (818) 243-6455;

      5. SEIU, United Healthcare Workers West
         c/o Christian L. Raisner, Esq.
         1001 Marina Village Parkway, Suite 200
         Alameda, CA 94501
         Tel: (510) 337-1001
         Fax: (510) 337-1023;

Based in La Canada, California, Pleasant Care Corporation and its
affiliates -- http://www.pleasantcare.com/-- provide nursing home
care.  The company and four of its affiliates filed for chapter 11
protection on March 22, 2007 (Bankr. C.D. Calif. Lead Case No.
07-12312).  Ron Bender, Esq., Monica Y. Kim, Esq., and Jacqueline
L. Rodriguez, Esq., at Levene, Neale, Bender, Rankin & Brill 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.


PRICELINE.COM INC: Good Revenue Cues S&P's Positive Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on online travel agency
Priceline.com Inc. on CreditWatch with positive implications.

"The positive CreditWatch listing indicates the possibility of
upward rating movement based on good revenue and profitability
growth and a solid competitive position in Europe," said Standard
& Poor's credit analyst Andy Liu.

The strong financial performance was driven by Booking.com, the
company's European hotel-booking engine, and Priceline.com's "name
your own price" domestic travel services.  Booking.com increased
gross bookings 101% year-over-year and is gaining market share.
This resulted primarily from Booking.com's better hotel coverage
of secondary and tertiary tourist destinations in Europe.  It will
take some time for competitors to build up coverage in these
markets.

Priceline.com's opaque travel services did well because of better
airline ticket availability and easier comparison with the prior
year.

In resolving the CreditWatch listing, Standard & Poor's will be
looking at Priceline.com's performance over the coming months,
with any upgrade being limited to one notch.

This rating(s) was initiated by Standard & Poor's.  It may be
based solely on publicly available information and may or may not
involve the participation of the issuer's management.  Standard &
Poor's has used information from sources believed to be reliable,
but does not guarantee the accuracy, adequacy, or completeness of
any information used.


REMINGTON ARMS: To Sell Assets to Cerberus for $370 Million
-----------------------------------------------------------
Remington Arms Company Inc. has agreed to be acquired by an
affiliate of Cerberus Capital Management L.P., as part of a
agreement between Cerberus and RACI Holding, Inc. for
$370 million

Under the purchase agreement, the acquisition will include the
assumption of all of Remington Arms' approximate $252 million of
funded indebtedness related to the Revolving Credit Facility,
10.5% Senior Subordinated Notes due 2011.

"This transaction is an acknowledgment of the Remington tradition,
its strong brand," Tommy Millner, CEO of Remington said "and the
excellent products built over 191 years through innovation and by
our dedicated employees.  Further, this new partnership signals
our intent to continue the path of enhancing our production
capabilities and product offerings, in order to further grow our
presence domestically and internationally."

"This agreement will also fuel the Research & Development of
products that offer solutions to the needs of our customers
worldwide," Said Millner, "and provide further value to the user,
whether hunting waterfowl with our new 105CTI Titanium receiver
based shotgun or fighting terrorism as a member of our Armed
Forces, with our M24SWS Sniper Weapon System."

"We look to the future with great optimism in terms of enhanced
sales and marketing worldwide and additional new business
development, while we continue to focus on building into our
products the quality and reliability that has benefited our
customers for close to 200 years." said Millner.

Credit Suisse Securities (USA) LLC will be the financial advisor
to Cerberus with respect to its acquisition of Remington.

The company expects the transaction to close in June 2007.

                     About Remington Arms

Headquartered in Madison, North Carolina, Remington Arms Company
Inc. -- http://www.remington.com/-- manufactures and markets
rifles, shotguns, ammunition, and hunting accessories.  The
company distributes its products throughout the U.S. and over
55 foreign countries.

                         *     *     *

Standard & Poor's Ratings Services placed its ratings, including
the 'CCC+' corporate credit rating, on Remington Arms Co. Inc. on
CreditWatch with positive implications, based on improving
business operations.  Separately, Remington announced that an
affiliate of Cerberus Capital Management L.P. will acquire
Remington for about $370 million.


ROCKAWAY BEDDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Rockaway Bedding, Inc.
             1578 Sussex Turnpike Building One
             Randolph, NJ 07869

Bankruptcy Case No.: 07-14890

Debtors-affiliate filing separate chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      Rockaway Bedding of Pennsylvania, Inc.      07-14892
      Rockaway Bedding of Maryland, Inc.          07-14894
      Rockaway Bedding of Delaware, Inc.          07-14895
      Rockaway Bedding of Connecticut, Inc.       07-14896
      Rockaway Bedding of 48th Street, Inc.       07-14897
      Rockaway Bedding Centers of New York, Inc.  07-14898

Type of Business: The Debtors sell beds, mattresses and futons.
                  See http://www.rockawaybedding.com/

Chapter 11 Petition Date: April 9, 2007

Court: District of New Jersey (Newark)

Debtors' Counsel: David H. Stein, Esq.
                  Duane Morris, L.L.P.
                  744 Broad Street, Suite 1200
                  Newark, NJ 07102
                  Tel: (973) 424-2000
                  Fax: (973) 424-2001

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Lead Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Tempur-Pedic, Inc.                                   $2,103,513
P.O. Box 632852
Cincinnati, OJ 45263-2852

J.L. Media-Newspapers                                $2,016,616
1600 Route 22
Union, NJ 07063

Simmons Company                                      $1,619,322
P.O. Box 945655
Atlanta, GA 30394

Sealy Mattress Co. of N.J., Inc.                     $1,203,467
P.O. Box  828561
Philadelphia, PA 19182-8561

Serta Mattress Co.                                     $844,786
15 Houghtailing Road
West Coxsackie, NY 12192

Sterns & Foster                                        $592,778
Sealy Mattress Co. of N.J., Inc.
Philadelphia, PA 19182-8561

Fashion Bed Group                                      $581,268
c/o Leggett & Platt
Carthage, MO 64836

United Sleep Products                                  $540,402
412 Oak Street
Denver, PA 17517

King Koil                                              $536,985
1112 Kingwood Avenue
Norfolk, VA 23502

Kenyon Press, Inc.                                     $522,298
P.O. Box 710
Sherburne, NY 13460-0710

J.L. Media-Advo                                        $453,478
1600 Route 22
Union, NJ 07063

Kimberly Enterprises, Inc.                             $277,302
100 Hoffman Place
Hillside, NJ 07205

Comfort Solutions by King Koil                         $265,845
1112 Kingwood Avenue
Norfolk, VA 23502

J.L. Media-Radio/TV/Cable                              $224,781

Star Ledger                                            $220,592

Cigna                                                  $193,329

Laberge Landscaping                                    $164,979

Excel Bedding, Inc.                                    $158,538

Oxford Healthcare                                      $102,832

One Communication                                      $101,862


SENTRY TECHNOLOGY: SF Partnership Raises Going Concern Doubt
------------------------------------------------------------
SF Partnership LLP raised substantial doubt about the ability of
Sentry Technology Corporation to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations, reduced levels of
revenue and decreased consolidated financial position as result of
not meeting its business plan.

The company reported had a net loss of $2.3 million on total
revenues of $12.1 million for the year ended Dec. 31, 2006, as
compared with a net loss of $1.7 million on total revenues of
$13.6 million for the year ended Dec. 31, 2005.

As of Dec. 31, 2006, the company had total assets of $8.8 million,
total liabilities of $7 million, and minority interests of
$1.2 million, resulting to total stockholders' deficit of
$648,000.

Accumulated deficit as of Dec. 31, 2006, was $48.7 million, as
compared with accumulated deficit of $46.4 million as of Dec. 31,
2005.

Cash and cash equivalents were $360,000 and short-term investments
were $259,000 as of Dec. 31, 2006.  The company net cash used in
operating activities was $1.1 million.  Investing activities in
2006 provided short-term investments of $138,000 offset by
$112,000 for the purchase of manufacturing equipment at the
company's 51% owned labeling plant.  The company generated
$992,000 in net cash from financing activities in 2006 through an
increase in borrowings under its credit facilities.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1cd9

                         About Sentry Technology

Sentry Technology Corporation (OTC BB: SKVY) in Ronkonkoma, New
York -- http://www.sentrytechnology.com/-- designs, sells,
installs and services Radio Frequency and Electro-Magnetic
electronic article surveillance systems and Closed Circuit
Television solutions.  The CCTV product line features the
proprietary SentryVision SmartTrack patented traveling
surveillance system.  The company's products are used by retailers
to deter shoplifting and internal theft and by industrial and
institutional customers to protect assets and people.


SKI COUNTRY: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Ski Country Imports, Inc.
             dba Ouray Sportswear
             5200 East Evans Avenue
             Denver, CO 80222

Bankruptcy Case No.: 07-13365

Debtor-affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ouray Sportswear Wyoming, Inc.             07-13367

Type of Business: The Debtor designs, produces, embroiders and
                  screen prints apparel for wholesale distribution
                  in resort, promotional and corporate markets.
                  See http://www.ouraysportswear.com/

Chapter 11 Petition Date: April 9, 2007

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtors' Counsel: Lee M. Kutner, Esq.
                  Kutner Miller Brinen, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Total Assets: $8,699,047

Total Debts:  $8,455,008

A. Ski Country Imports, Inc's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Orloxi                           trade debt          $1,868,226
145 South State College
Boulevard
Suite 250
Brea, CA 92821

Imprints Wholesale               trade debt            $158,880
Department 1879
Denver, CO 80291

Mainland Sewing Headwear                               $134,445
Manufacturing
Room 1001-1005
10/F Tower 11 Enterprise

Charles M. Schayer &             trade debt            $112,529
Company

Sunneway                         trade debt            $109,166

Green Source Marketing &         trade debt             $99,383
Sales

Gerald M. Greenberg                                     $75,551

Shining Crown Hats                                      $63,660

Cit Group/Commercial Services                           $58,358

Elliot Group                                            $52,570

Sprint Press Denver                                     $48,221

Wells Fargo Century, Inc.                               $44,742

Headstart Licensed Products                             $37,693

W.G. Musselman                                          $34,169

Hicare Apparels Pvt. Ltd.                               $27,692

De Lage Landen Financial                                $26,030
Services

S.M.L. Bell Manufacturing                               $26,473

The C.I.T. Group/Commercial                             $24,362
Services

Midwest Motor Express, Inc.      trade debt              $4,669

Beimar, Inc.                     trade debt              $4,575

B. Ouray Sportswear Wyoming, Inc 's Five Largest Unsecured
   Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
MX5 Partners, L.L.C.                                     $2,863
22 Plains Drive
Buffalo, WY 82834

Richmond Graphic Products                                $2,632
20 Industrial Drive
Smithfield, RI 02917

Interchange Equipment, Inc.                                $265
90 Dayton Avenue
Passaic, NJ 07055

Sarah Sandman                                               $66

Scott Mussleman                                             $16


SONA MOBILE: Losses Cue Horwath Orenstein's Going Concern Doubt
---------------------------------------------------------------
Horwath Orenstein LLP raised substantial doubt about Sona Mobile
Holdings Corp.'s ability to continue as a going concern citing
company's recurring losses from operations after auditing the Sona
Mobile's financial report as at Dec. 31, 2006, and 2005.

The company posted a net loss of $8.5 million for the year ended
Dec. 31, 2006, as compared with a net loss of $6.7 million for the
year ended Dec. 31, 2005.  Net revenues for the year 2006 were
$398,134, down from net revenues for the year 2005 of $565,489.

As of Dec. 31, 2006, the company listed total assets of
$6.1 million and total liabilities of $1.1 million, resulting to
total stockholders' equity of $5 million.  Accumulated deficit for
2006 was $16 million, up from an accumulated deficit for 2005 of
$7.5 million.

At Dec. 31, 2006, the company had total cash and cash equivalents
of $5.7 million held in current and short-term deposit accounts.
The company believes that based on its current level of spending,
this cash will only be sufficient to fund its operations until
September 2007.  Based on its current business plan, the company
will be obligated to seek additional financing before that time.

Since inception in November 2003 through Dec. 31, 2006, the
company raised about $20 million in equity financing.  In 2006,
this included the sale of 2,307,693 shares of its common stock and
warrants to purchase 1,200,000 shares of its common stock to
Shuffle Master for $3 million in January 2006.  The Shuffle Master
warrants have an exercise price of $2.025 per share and expire on
July 12, 2007.  The sale of these shares and the issuance of the
warrants were in connection with a strategic alliance distribution
and licensing agreement between the company and Shuffle Master.

There were capital expenditures of $50,209 for the fiscal year
ended Dec. 31, 2006.  About $94,000 of property, plant and
equipment was converted to operating leases during the fiscal year
ending Dec. 31, 2006.

At Dec. 31, 2006, the company had no long-term debt.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1ced

                         About Sona Mobile

Sona Mobile Holdings Corp. located in New York City (OTC BB: SNMB)
-- http://www.sonamobile.com/-- is a wireless software and
service provider that specializes in value-added applications to
data-intensive vertical and horizontal market segments including
the gaming industry.  Through its subsidiaries, the company
develops, markets and sells wireless data application software for
mobile devices, which enables secure execution of real time
transactions on a flexible platform over cellular or Wi-Fi
networks, and is compatible with most wireless devices that are
Internet enabled.


SOUTHPARK COMMUNITY: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Southpark Community Hospital, LLC delivered to the U.S. Bankruptcy
Court for the Western District of Louisiana, its schedules of
assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property              $12,800,000
  B. Personal Property          $13,753,910
  C. Property Claimed
     as Exempt
  D. Creditors Holding                              $16,624,345
     Secured Claims
  E. Creditors Holding                                 $384,381
     Unsecured Priority Claims
  F. Creditors Holding                               $5,497,332
     Unsecured Nonpriority
     Claims
                                -----------         -----------
     Total                      $26,553,910         $22,506,058

                   About Southpark Community

Based in Lafayette, Louisiana, Southpark Community Hospital, LLC
-- http://www.southparkhospital.com/-- provides personalized,
quality, professional, and comprehensive health care services.
The Debtor filed for Chapter 11 protection on November 30, 2006
(Bankr. W.D. La. Case No. 06-51053).  Brandon A. Brown, Esq. and
Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis, &
Eagan, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


SOUTHPARK COMMUNITY: Wants Plan Filing Period Stretched to July 28
------------------------------------------------------------------
Southpark Community Hospital, LLC asks the U.S. Bankruptcy Court
for the Western District of Louisiana to extend, until
July 28, 2007, the exclusive period wherein it can file a plan of
reorganization.  The Debtor also asks the Court to extend until
Sept. 26, 2007, the period in which it can solicit acceptances of
that plan.

The Debtor says that an extension is warranted since it is still
in the process of analyzing its options with respect to the plan
structure, and needs the additional time to solidify its financial
position and work with proposed financing sources.

The Court will hold a hearing on April 17, 2007, to consider the
Debtor's request.

                   About Southpark Community

Based in Lafayette, Louisiana, Southpark Community Hospital, LLC
-- http://www.southparkhospital.com/-- provides personalized,
quality, professional, and comprehensive health care services.
The Debtor filed for Chapter 11 protection on November 30, 2006
(Bankr. W.D. La. Case No. 06-51053).  Brandon A. Brown, Esq. and
Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis, &
Eagan, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


ST. MARY: Completes Private Placement of 3.5% Convertible Notes
---------------------------------------------------------------
St. Mary Land & Exploration Company has completed the private
placement of 3.5% senior convertible notes due 2027.  The total
principal amount of notes issued was $287.5 million, which
includes the exercise by the initial purchasers of an option to
purchase an additional $37.5 million of the notes.

The notes are convertible under certain circumstances, into shares
of St. Mary common stock at a conversion price of $54.42 per
share.  Upon conversion of the notes, holders will receive cash or
shares of St. Mary common stock or any combination thereof, solely
at the election of the company.

The notes bear interest at a fixed rate of 3.5%, payable semi-
annually, and beginning on April 1, 2012 the company may be
required to pay contingent interest on the notes under certain
circumstances.  The notes are unsecured senior obligations and
rank equal in right of payment with all of St. Mary's existing and
any future unsecured senior debt.  The notes are also senior in
right of payment to any future subordinated debt.

St. Mary may redeem the notes at its option in whole or in part
beginning on April 6, 2012 at a cash redemption price equal to
100% of the principal amount plus accrued and unpaid interest.
Holders may require the company to repurchase all or a portion of
the notes on each of April 1, 2012, April 1, 2017 and April 1,
2022, at a purchase price equal to 100% of the principal amount
plus accrued and unpaid interest.  On April 1, 2012, the company
may pay the repurchase price in cash, in shares of St. Mary common
stock, or in any combination of cash and common stock.  On
April 1, 2017 and April 1, 2022, the holders may elect redemption
of the notes and St. Mary will be required to pay the repurchase
price in cash.  In addition, holders may require St. Mary to
repurchase for cash all or a portion of the notes upon the
occurrence of certain events.

St. Mary intends to use the net proceeds from the private
placement of the notes to repay outstanding borrowings under its
revolving credit facility.

The notes and the common stock issuable upon conversion of the
notes have not been registered under the Securities Act of 1933 or
any state securities laws.  Unless so registered, the notes and
common stock issued upon conversion of the notes may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.

                 About St. Mary Land & Exploration

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE: SM) -- http://www.stmaryland.com-- is engaged in the
exploration, exploitation, development, acquisition, and
production of natural gas and crude oil in five core areas in the
United States.  The company invests in oil and gas producing
assets that provide a superior return on equity while preserving
underlying capital, resulting in a return on equity to
stockholders that reflects capital appreciation as well as the
payment of cash dividends.

                           *     *     *

As reported in the Troubled Company Reporter on April 2, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to oil and gas exploration and production company
St. Mary Land & Exploration Co.  The outlook is stable.


STRUCTURED ADJUSTABLE: S&P Puts D Rating on Class M3 Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M3
from Structured Adjustable Rate Mortgage Loan Trust's series 2004-
9XS to 'D' from 'CCC'.  Concurrently, the 'A' rating on the class
M2 certificates was placed on CreditWatch with negative
implications.  In addition, the ratings on classes A and M1, the
remaining classes from this transaction, were affirmed.

The lowered rating and negative CreditWatch placement reflect a
cumulative write-down of $152,960 to the class M3 certificates.
The transaction's failure to produce excess spread contributed to
the write-down to the class M3 certificates.  As of the March 2007
remittance period, cumulative realized losses were $178,300, or
0.06% of the original pool balance.  The class M3 certificates
absorbed approximately 86% of the total losses; the remaining
14% was covered by monthly excess spread.  The transaction has not
produced excess spread since the April 2006 distribution date.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit support is provided through a combination of excess spread
and subordination.  The underlying collateral consists of
conventional, fully amortizing, adjustable-rate mortgage loans,
which are secured by first liens on one- to four-family
residential properties.


                        Rating Lowered

          Structured Adjustable Rate Mortgage Loan Trust
             Mortgage loan asset-backed certificates
                        series 2004-9XS

                                         Rating
                                         ------
                Series       Class     To      From
                ------       -----     --      ----
                2004-9XS       M3       D       CCC

              Rating Placed on Creditwatch Negative

         Structured Adjustable Rate Mortgage Loan Trust
             Mortgage loan asset-backed certificates
                        series 2004-9XS

                                       Rating
                                       ------
              Series      Class     To          From
              ------      -----     --          ----
              2004-9XS      M2     A/Watch Neg    A

                       Ratings Affirmed

         Structured Adjustable Rate Mortgage Loan Trust
             Mortgage loan asset-backed certificates
                        series 2004-9XS

               Series         Class      Rating
                ------         -----      ------
                2004-9XS         A         AAA
                2004-9XS         M1        AA


STRUCTURED ASSET: Moody's Rates Class B5 Certificates at B2
-----------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust, Series 2007-RF1 and ratings ranging from Aa2
to B2 to subordinate certificates in the deal.

The securitization is backed by Wells Fargo (79%), First Horizon
(13%), and other mortgage lenders (8%) originated, adjustable-rate
(8%) and fixed-rate (92%), FHA/VA mortgage loans acquired by
Lehman Brothers Holding Inc.  The Certificates ratings are based
on the credit quality of the underlying loans and the insurance
provided by FHA and the guarantee provided by the VA.  Moody's
expects collateral losses to range from 0.40% to 0.50%.

The Federal Housing Administration (FHA) is a federal agency
within the Department of Housing and Urban Development (HUD) whose
mission is to expand opportunities for affordable home ownership,
rental housing, and healthcare facilities.  The Department of
Veterans Affairs (VA), formerly known as the Veterans
Administration, is a cabinet level agency of the federal
government.  The rating of this pool is based on the credit
quality of the underlying loans and the insurance provided by FHA
and the guarantee provided by the VA.  Approximately 89% of the
loans have insurance provided by FHA and 11% from the VA.  The
rating is also based on the structure and legal integrity of the
transaction.

Wells Fargo Bank, N.A. (Wells Fargo), First Horizon Home Loan
Corporation, GMAC, and Aurora Loan Services LLC (Aurora), will
service the mortgage loans and Aurora will act as master servicer.
Moody's has assigned Wells Fargo its servicer quality rating of
SQ2 as a special servicer of residential mortgage loans.  Moody's
has assigned Aurora its servicer quality rating of SQ2- as a
special servicer of residential mortgage loans.  Moody's has
assigned Aurora its servicer quality rating of SQ1- as a master
servicer of residential mortgage loans.

The complete rating actions are:

              Structured Asset Securities Corporation
                Mortgage Loan Trust Series 2007-RF1

                     Cl. 1-A, Assigned Aaa
                     Cl. 1-AIO, Assigned Aaa
                     Cl. 2-A, Assigned Aaa
                     Cl. B1, Assigned Aa2
                     Cl. B2, Assigned A2
                     Cl. B3, Assigned Baa2
                     Cl. B4, Assigned Ba2
                     Cl. B5, Assigned B2
                     Cl. R, Assigned Aaa


STRUCTURED ASSET: S&P Lowers Ratings on Class B Certificates to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B certificates from Structured Asset Securities Corp. Mortgage
Loan Trust 2005-GEL3 to 'B' from 'BB' and placed it on CreditWatch
with negative implications.  In addition, the ratings on the
remaining classes from this transaction were affirmed.

The lowered rating and CreditWatch placement reflect realized
losses that have been continuously exceeding monthly excess
interest.  During the previous six remittance periods, monthly
losses have exceeded excess interest by approximately 2.54x.  The
failure of excess interest to cover monthly losses has resulted in
a continuous erosion of overcollateralization.  As of the March
2007 distribution date, O/C was below its target balance by
approximately 65%.  Serious delinquencies (90-plus days,
foreclosure, and REO) represent 17.11% of the current pool
balance, while cumulative realized losses represent 1.21% of the
original pool balance.

S&P will continue to closely monitor the performance of class B.
If losses continue to exceed excess interest and O/C is eroded
further, we will take additional negative ration action on this
class.  Conversely, if losses are covered by excess interest and
O/C remains near its target balance, S&P will affirm the rating
and remove it from CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

Credit support for this transaction is provided by a combination
of subordination, excess spread, and O/C.  The underlying
collateral consists of document-deficient, outside-the-guidelines,
and reperforming mortgage loans that are secured by first and
second liens on one- to four-family residential properties.

     Rating Lowered and Placed on Creditwatch Negative

              Structured Asset Securities Corp.
               Mortgage Loan Trust 2005-GEL3

                              Rating
                              ------
                 Class    To           From
                 -----    --           ----
                   B      B/Watch Neg   BB

                      Ratings Affirmed

              Structured Asset Securities Corp.
               Mortgage Loan Trust 2005-GEL3

                   Class         Rating
                   -----         ------
                   A, M1          AAA
                   M2             AA+
                   M3             A+
                   M4             A-
                   M5             BBB+
                   M6             BBB-


SYNAGRO TECHNOLOGIES: S&P Affirms Ratings on $540 Million Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Synagro Technologies Inc. to 'B' from 'B+' and removed
the corporate credit rating from CreditWatch where it had been
placed with negative implications on Jan. 30, 2007.  The
outlook is stable.  In addition, Standard & Poor's affirmed its
bank loan and recovery ratings on Synagro's $540 million senior
secured bank facility.

"These rating actions were anticipated and follow The Carlyle
Group's recently completed acquisition of Synagro," said Standard
& Poor's credit analyst Robyn Shapiro.

The ratings on Houston, Texas-based Synagro reflect its highly
leveraged capital structure, a narrow scope of operations that
results in limited diversity, some vulnerability of operating
performance to government regulation, energy costs and weather
conditions, and competition from larger and well-financed direct
and indirect participants.  These factors are partially offset by
the company's leading position as a national service provider of
wastewater residuals management, offering a full range of
services; the essential nature of services provided to
municipalities and industrial customers; and the high percentage
of sales under long-term contracts.

With annual revenues of about $350 million, Synagro manages the
organic, non-hazardous biosolids generated by public and privately
owned water and wastewater treatment facilities.


TEC ELECTRIC: Organizational Meeting Scheduled for April 17
-----------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Tec Electric, Inc. and Tec Realty, LLC's
chapter 11 cases at 2:00 p.m., on April 17, 2007, at the U.S.
Trustee's Office, Room 2106, 21st Floor, in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtor
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

                       About Tec Electric

Based in Pompton Plains, New Jersey, Tec Electric, Inc. and its
affiliate, Tec Realty, LLC, are electrical contractors.  The
Debtors filed for Chapter 11 protection on March 23, 2007 (Bankr.
D. N.J. Case Nos. 07-14001 and 07-14002).  Gary K. Norgaard, Esq.,
at Stern, Lavinthal, Frankenberg & Norgaard, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,883,975, and total liabilities of $7,733,164.


TECHNICAL OLYMPIC: Liquidity Pressures Cue S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Technical
Olympic USA Inc. on CreditWatch with negative implications.

The CreditWatch listings reflect S&P's expectation that corporate
debt and liquidity pressures will significantly increase upon the
anticipated settlement of a dispute with creditors of the
company's EH/Transeastern LLC joint venture.

In August 2005, Technical Olympic acquired a 50% interest in
Transeastern Properties Inc.  At that time, Transeastern owned or
controlled approximately 22,000 home sites throughout Florida.
When the housing cycle turned, the Transeastern joint venture was
unable to generate sufficient cash flow to support its highly
leveraged capital structure, resulting in operating losses
and asset impairments.  On Nov. 30, 2006, Transeastern had $811
million of liabilities (including $625 million of debt) and just
$471 million of assets after impairments.  According to
Transeastern's auditors, this capital deficit raises questions
about the company's ability to remain a going concern.

Additionally, Transeastern creditors have alleged events of
default under Technical Olympic's completion and carve-out
guarantees, and have demanded full payment of principal plus
forbearance and other fees.  Of particular concern is an assertion
by mezzanine lenders that they could direct a voluntary bankruptcy
at Transeastern, which would trigger full recourse to Technical
Olympic.

While Technical Olympic disputes the creditor claims, it has
initiated settlement discussions, which would include the
incurrence of corporate debt to repay the joint venture's $400
million of senior obligations and possibly all or part of $225
million of outstanding mezzanine debt.  In this situation,
S&P estimate that Technical Olympic's pro forma leverage ratio
would approximate 70% of capital.  This would raise doubts about
the company's ability to remain compliant with a temporarily
revised interest coverage covenant governing an $800 million
secured credit facility once the covenant is reset to 2.0x in the
first quarter of 2008.

If the Transeastern dispute is settled as contemplated, S&P will
lower the corporate credit rating on Technical Olympic one notch
to 'B-' and revise our outlook to negative.  If the dispute is not
settled amicably, we will lower the corporate credit rating and
leave it on CreditWatch negative, reflecting the uncertain
consequences of potentially costly and distracting litigation.
Longer-term stabilization of Technical Olympic's credit profile is
contingent upon the release of all Transeastern-related litigation
claims, the timely liquidation of certain assets and subsequent
corporate debt reduction, and an improvement in Technical
Olympic's core housing markets.  Hollywood, Florida-based
Technical Olympic is a mid-sized regional homebuilder with $2.8
billion of assets as of Dec. 31, 2006, and a current stock market
capitalization of approximately $233 million.  In 2006, the
company sold 11,775 homes in Florida, the Mid-Atlantic, Texas, and
the western U.S.

             Ratings Placed on Creditwatch Negative

                  Technical Olympic USA Inc.

                             To              From
                             --              ----
      Corporate credit    B/Watch Neg/--      B/Negative/--
      Senior unsecured    B-/Watch Neg        B-
      Subordinated        CCC+/Watch Neg      CCC+


TEXAS STATE HOUSING: Sufficient Funds Prompt S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its underlying rating
outlook on Texas State Affordable Housing Corp.'s series 2001A
multifamily housing revenue bonds to stable from negative.  At the
same time, Standard & Poor's affirmed its 'CCC' underlying SPUR on
the corporation's series 2001A bonds.

The outlook revision reflects sufficient funds in the debt service
reserve fund to supplement debt service payments in the near
future.

The bonds are credit enhanced by MBIA, and will continue to have a
'AAA' standard long-term rating based on the bond insurance, which
will remain in place for this issue.

The trustee, Wells Fargo Bank N.A., informed Standard & Poor's
that it drew on the series 2001A debt service reserve fund to make
the April 1, 2007, payment on the bonds.  After the draw, there
was $3.7 million left in the series 2001A debt service reserve
fund, below the $4.9 million which is required by the trust
indenture.


TNS INC: S&P Rates Proposed $240 Million Credit Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Reston, Virginia-based TNS Inc.  The outlook
remains stable.

"At the same time, S&P assigned our 'BB-' bank loan rating and '3'
recovery rating to the company's proposed new $240 million first-
lien credit facility, indicating that lenders can expect
meaningful (50-80%) recovery of principal in the event of payment
default," said Standard & Poor's credit analyst David Tsui.

All ratings are based on preliminary offering statements and are
subject to review upon final documentation.  Funds will be used to
pay for a special dividend of about $98 million, and to repay
outstanding debt on the company's existing credit facility.

The ratings reflect TNS' narrow addressed market, declining
domestic POS business, customer concentrations, and increased
leverage.  These factors are partially offset by a solid market
position in its addressed niche and prospects for continued
international expansion.

TNS provides data communications services for transaction-oriented
applications globally, call signaling and database access services
to the telecommunication industry, and secure data and voice
network services to the financial services industry.  Revenues
were approximately $287 million for the year ended Dec. 31, 2006.


TRAINER WORTHAM: Fitch Holds BB Rating on Preference Shares
-----------------------------------------------------------
Fitch affirms 5 classes of notes issued by Trainer Wortham First
Republic CBO III Ltd.  These affirmations are the result of
Fitch's review process.

These rating actions are effective immediately:

    -- $139,019,604 Class A-1 notes at 'AAA';
    -- $60,750,000 Class A-2 notes at 'AAA';
    -- $9,000,000 Class B notes at 'AA' ;
    -- $8,000,000 Class C notes at 'A'
    -- $13,651,023 Class D notes at 'BBB'.
    -- $6,525,013 Preference shares at 'BB'.

Trainer Wortham III is a collateralized bond obligation (CBO) that
closed on Feb. 19, 2003 and is managed by Trainer Wortham &
Company, Inc., which is rated 'CAM2' as a structured finance asset
manager.  The notes issued by Trainer Wortham III are supported by
a portfolio composed of residential mortgage-backed securities,
commercial mortgage-backed securities, asset-backed securities,
corporate debt, and collateralized debt obligations.  As a result
of this analysis, Fitch has determined that the current ratings
assigned to all classes of notes still reflect the current risk to
noteholders.

Since the Feb. 28, 2006 payment date Trainer III has began making
principal paydowns to the class A-1 notes.  The class A/B
overcollateralization ratios have increased to 113.1% from 111.64%
and the Class D overcollateralization ratios have decreased
slightly to 102.8% from 103.2%.  They are both in compliance with
the triggers of 103.5% and 101.75%, respectively.  The weighted
average spread of the portfolio decreased to 2.40% from 2.53% at
the last review, remaining below its trigger of 2.45%. Similarly,
the weighted average coupon of the portfolio decreased to 6.30%
from 6.39%, and is currently below its trigger of 6.45%.  The deal
currently has one defaulted asset in the portfolio.  Overall, the
delevering of the structure is increasing credit enhancement to
the entire structure offsetting some of the slight collateral
deterioration.  For this reason, the ratings of the transaction
are affirmed.

The ratings of the class A-1, class A-2 and class B notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings of the class C and D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the preference shares addresses the likelihood that investors
will ultimately receive the stated balance of principal by the
legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


UNISOURCE ENERGY: Earns $67.4 Million in Year Ended December 31
---------------------------------------------------------------
UniSource Energy Corp. reported net earnings of $67.4 million on
total operating revenues of $1,316.9 million for the year ended
Dec. 31, 2006, compared with net earnings of $46.1 million on
total operating revenues of $1,224.1 million for 2005.

Strong utility customer growth, improved performance of generating
plants at Tucson Electric Power Co. and the benefits of bringing a
new unit at the Springerville Generating Station online
contributed to the increase in earnings.  UniSource Energy's March
2006 sale of Global Solar Energy also contributed to higher
earnings by reducing losses on discontinued operations linked to
that investment.

"Our improved financial results can be credited in part to the
steady operations of TEP's cost-effective generation assets," said
James S. Pignatelli, chairman, president and chief executive
officer of UniSource Energy.  "In 2005, we experienced an extended
summer shutdown of SGS Unit 2.  This year, our plant availability
was better than 90 percent for the year and exceeded 95 percent
from June through September when customer demand is at its
highest."

TEP added approximately 7,500 new customers in 2006, a 2 percent
increase over the previous year.  Sister company UniSource Energy
Services (UES) added 10,000 customers in 2006, bringing UniSource
Energy's customer growth rate to 3 percent for the combined
companies.  This year-over-year increase is double the utility
industry's average growth rate of 1.5 percent.

On a consolidated basis, UniSource Energy generated $282.7 million
of cash flow from operations in 2006, allowing the company to
internally fund capital expenditures of $238.3 million while
increasing its dividend to shareholders.

UniSource Energy's net income includes Global Solar as a
discontinued operation.  Global Solar recorded losses of
$2 million in 2006 and $6 million in 2005.  Millennium Energy
Holdings, a subsidiary that oversees UniSource Energy's
unregulated investments, completed the sale of its interest in
Global Solar on March 31, 2006.

At Dec. 31, 2006, the company's balance sheet showed
$3,187.4 million in total assets, $773.3 million in total
liabilities, and $2,414.1 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?1ce3

                      About UniSource Energy

UniSource Energy Corp. (NYSE: UNS) -- http://uns.com/-- is a
holding company that has no significant operations of its own.
Operations are conducted by UniSource Energy's subsidiaries, each
of which is a separate legal entity with its own assets and
liabilities.  UniSource Energy's primary subsidiaries include
Tucson Electric Power, which serves 392,000 customers in southern
Arizona; UniSource Energy Services, provider of natural gas and
electric service for 238,000 customers in northern and southern
Arizona; and Millennium Energy Holdings, parent company of
UniSource Energy's unregulated energy businesses.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2006,
Moody's Investors Service upgraded the bank loan debt rating of
UniSource Energy Corporation to Ba1 from Ba2.


URS CORP: Earns $113 Million in Fiscal Year Ended December 31
-------------------------------------------------------------
URS Corporation reported net income of $113 million for the fiscal
year ended Dec. 29, 2006, compared with net income for fiscal 2005
of $82.5 million.  Revenues increased 8% to $4.24 billion from
$3.92 billion in fiscal 2005.

The company's net income for fiscal 2006 includes an after tax
impact of $10.6 million related to stock-based compensation
expense under SFAS 123(R), while net income for fiscal 2005
includes an after-tax debt extinguishment charge of $19.1 million
related to $127.2 million of note redemptions, the retirement of
$10 million of the company's 12 1/4% notes and $1.8 million of its
6 1/2% debentures, and the restructuring of its senior credit
facility.

The company repaid $150 million of debt during fiscal 2006.  As a
result, the company's debt to total capitalization ratio improved
to 10% at Dec. 29, 2006, from 19% at Dec. 30, 2005.

As of Dec. 29, 2006, the company's backlog was $4.64 billion,
compared to $3.84 billion as of Dec. 30, 2005.

Commenting on the company's financial results, Martin M. Koffel,
chairman and chief executive officer, stated: "2006 was an
outstanding year for URS, highlighted by growth in each of our
market sectors and the highest revenue and net income in the
company's history.  Our results reflect the continued success of
our diversified business portfolio and our strong relationships
with private and public sector clients around the world."

Mr. Koffel continued: "The outlook for our business remains
positive, based on our record book of business and the favorable
long-term trends across each of our market sectors.  Federal
spending for defense and homeland security remains strong, and the
healthy state budget picture, along with recently-approved bond
measures in our key states, are driving additional demand for
state and local infrastructure improvement projects.  In addition,
our private sector business continues to benefit from our Master
Service Agreement relationships, favorable economic conditions and
our ability to help companies comply with more stringent
environmental regulations in areas such as emissions control."

For the fourth quarter of fiscal 2006, the company reported
revenues of $1.09 billion and net income of $26.3 million.  For
the fourth quarter of fiscal 2005, the company reported revenues
of $1.07 billion and net income of $25.9 million.

The company's net income for the fourth quarter of fiscal 2006
include an after tax impact of $3.4 million related to stock-based
compensation expense under SFAS 123(R).

At Dec. 29, 2006, the company's balance sheet showed
$2,581 million in total assets, $1,070.9 million in total
liabilities, $3.4 million in minority interest, and
$1,506.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 29, 2006, are available for
free at http://researcharchives.com/t/s?1cde

Net cash from operating activities decreased to $165 million
during the year ended Dec. 29, 2006, compared to net cash from
operating activities of $200.4 million during the year ended
Dec. 30, 2005.  The decrease in cash flows from operating
activities was primarily due to a decrease in accounts payable and
subcontractors payable as a result of the timing of payments, a
decrease in accrued expenses and an increase in deferred income
tax asset, offset by accounts receivables and accrued earnings in
excess of billings on contracts in process, resulting from the
timing of collections.

                         About URS Corp.

Headquartered in San Francisco, URS Corporation (NYSE: URS) --
http://www.urscorp.com/-- provides engineering and technical
services to federal, state and local governmental agencies as well
as private clients in the chemical, pharmaceutical, oil and gas,
power, manufacturing, mining and forest products industries.  URS
Corp. operates in more than 20 countries with approximately 29,300
employees.

                          *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on URS Corp. to 'BB+' from 'BB' in July 2005.  Standard &
Poor's also assigned a 'BB+' rating to the company's $650 million
senior secured bank facility.  S&P said the outlook is stable.


VIOQUEST PHARMACEUTICALS: J.H. Cohn Raises Going Concern Doubt
--------------------------------------------------------------
J.H. Cohn LLP raised substantial doubt about VioQuest
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
accumulated deficit at Dec. 31, 2006 and recurring losses and
negative cash flows from operating activities.

The company did not generate any revenues for the years ended Dec.
31, 2006, and 2005.  Net loss for the year ended Dec. 31, 2006,
was $8.3 million, as compared with a net loss of $12.8 million for
the prior year.

As of Dec. 31, 2006, the company had total assets of $5.8 million
and total liabilities of $3 million, resulting to total
stockholders' equity of $2.8 million.  Accumulated deficit in 2006
increased to $28.5 million from $20.3 million in 2005.

                      Management's Analysis

For the year ended Dec. 31, 2006, the company had losses from
continuing operations of $5.2 million, and used cash in continuing
operating activities totaling $4 million.  As of Dec. 31, 2006,
the company had working capital of $1.4 million and cash and cash
equivalents of $2.9 million.  The company expects operating losses
to increase over the next several years, primarily related to its
drug development and costs associated with clinical programs,
milestone payments to both the Cleveland Clinic Foundation and the
University of South Florida for the development of VQD-001 and
VQD-002, respectively, in addition to costs related to license
fees, manufacturing of its products, regulatory approvals, and the
hiring of additional people in the business development, chemistry
and administrative areas.

                       Chiral Quest Business

The company's board of directors directed its management to seek
strategic alternatives for its Chiral Quest business operations on
Sept. 29, 2006, which may include the possible sale of that
business.  If the company is able to sell its Chiral Quest
business it may receive cash proceeds from the sale, which we
would utilize to further the development of its two anti-cancer
drug candidates.

A full-text copy of the company's annual report is available for
free at $ http://ResearchArchives.com/t/s?1cdc

                          About VioQuest

VioQuest Pharmaceuticals Inc. (OTC BB: VQPH) --
http://www.vioquestpharm.com/-- has two distinct business units -
- Drug Development and Chiral Products and Services.  The
company's drug development business acquires, develops and
eventually commercializes human therapeutics in the areas of
oncology, and antiviral diseases and disorders for which there are
current unmet medical needs.  Its chiral business, which it
operates through its wholly owned subsidiary, Chiral Quest Inc.,
provides innovative chiral products, technology and custom
synthesis development services to pharmaceutical and fine chemical
companies in all stages of a products' lifecycle.


WCI COMMUNITIES: Earns $9 Million in Year Ended December 31
-----------------------------------------------------------
WCI Communities Inc. reported net income of $9 million for the
year ended Dec. 31, 2006, compared with net income of
$186.2 million in 2005.  2006 results included $139.5 million in
pre-tax charges for asset impairments and land acquisition
termination costs.  Revenues for 2006 totaled $2.05 billion versus
$2.6 billion a year ago.  Overall company gross margin for 2006
equaled 12.2%.  In 2005, the total company gross margin was 23.0%.

For the fourth quarter, the company reported a net loss of
$64.6 million compared with net income of $54.6 million for the
fourth quarter of 2005.  Net income before write-offs of
$118.3 million totaled $6.6 million.  Revenues for the fourth
quarter of 2006 decreased to $526.3 million as compared with
$843.4 million in the fourth quarter of 2005 as the result of
lower sales, contract cancellations and defaults.  Overall company
gross margin as a percentage of revenue for the fourth quarter of
2006 was negative.  Excluding write-offs, company gross margin as
a percentage of revenue for the fourth quarter of 2006 was 14.4%
versus 22.9% in the fourth quarter of 2005.

"The past year was extremely challenging as consumer sentiment
became progressively more negative leading to a severe decrease in
demand and ultimately a sharp spike in cancellations and
defaults," said Jerry Starkey, president and chief executive
officer of WCI Communities.  "Rising inventories of unsold new and
existing homes in all of our markets led to greater use of
incentives and discounts thereby reducing margins in all WCI
markets."

"During the fourth quarter, we recorded real estate inventory
impairment losses totaling $91.4 million.  At one community in
Southwest Florida, a revised product and marketing plan introduced
earlier in the year failed to produce sales as expected, which led
us to conclude that additional pricing reductions were needed,
which resulted in an impairment charge of approximately
$84.9 million.  The remaining inventory impairment charges related
to price reductions implemented at various communities to sell out
remaining finished inventory.  Additionally, we re-evaluated all
remaining contracted options to purchase additional land or lots
and wrote off a total of $26.9 million during the quarter
reflecting forfeited deposits, pre-acquisition costs, and
estimated future payments for projects previously pursued that no
longer make economic sense in today's housing market.  In
aggregate, the fourth quarter write-offs of $118.3 million
significantly reduced our fourth quarter and full year earnings."

For the year ended Dec. 31, 2006, Traditional Homebuilding
revenues declined 8.3% to $1.11 billion from $1.21 billion for
2005.  The company closed 1,577 homes compared with 2,346 for the
same period a year ago.

For 2006, revenues in the Tower Homebuilding Division fell 29.9%
to $729.5 million from $1.04 billion a year ago, as 14 towers were
completed during the year and no new towers were started.

For the year ended Dec. 31, 2006, Real Estate Services Division
revenues decreased to $109.4 million, down 30.2% from the
$156.7 million recorded for the year ended Dec. 31, 2005, due to
the drop in transaction volume as a result of the slowdown in the
housing market.

The Amenities Division experienced a loss of $7.8 million for the
full year 2006 versus a loss of $3.8 million for 2005.  Results
for 2006 were affected by asset impairment charges totaling
$4.5 million due to the inability to realize planned revenue in a
22-unit marina that was constructed in conjunction with a Palm
Beach tower.

Land sale revenues for 2006 totaled $11.7 million, compared with
revenues of $110.3 million for 2005.

Other income and hurricane recoveries, net of expenses, for 2006
totaled $12.8 million, compared with other income and hurricane
recoveries, net of expenses, of $6.5 million in 2005.

Interest expense for the year ended Dec. 31, 2006, was
$35.6 million compared with $35.8 million in 2005.

Selling, general, and administrative expenses, including real
estate taxes, as a percentage of revenue for 2006 was 9.4%, up
from 8.3% in 2005.

The effective tax rate for year ended Dec. 31, 2006, was 5.7%
versus 39.1% in 2005.  The reduction in the effective tax rate for
2006 was primarily due to a recurring manufacturing tax credit and
recognition of approximately $3 million in tax benefits from tax
positions asserted in prior year tax returns on which the statute
of limitations has expired.

For the year ended Dec. 31, 2006, net cash used in operating
activities, including the purchase and development of real estate
inventories, totaled $489.6 million compared with cash used in
operating activities of $8.9 million in the same period a year
ago.

Total liquidity, measured as the sum of cash plus available
capacity under the unsecured revolving facility, totaled
approximately $468.1 million at Dec. 31, 2006, based upon the
maximum amount available to borrow under the company's senior
unsecured revolving credit facility of $930 million.

At Dec. 31, 2006, the company's balance sheet showed
$3,831.8 million in total assets, $2,807.8 million in total
liabilities, $36.6 million in minority interests, and
$987.4 million in total shareholders' 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?1cda

                      About WCI Communities

Florida-based WCI Communities Inc. (NYSE: WCI) --
http://www.wcicommunities.com/-- is a home builder catering to
primary, retirement, and second-home buyers in Florida, New York,
New Jersey, Connecticut, Maryland and Virginia.  The company
offers both traditional and tower home choices and features a wide
array of recreational amenities in its communities.  In addition
to homebuilding, WCI generates revenues from its Prudential
Florida WCI Realty Division and its recreational amenities, as
well as through land sales and joint ventures.  The company
currently owns and controls developable land on which the company
plans to build about 20,000 traditional and tower homes.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Standard & Poor's Ratings Services placed its ratings on
WCI Communities Inc.'s Corporate credit at B+, and Senior
subordinated at B-, on CreditWatch with negative implications
after the announcement that affiliates of Carl Icahn
plan to make a hostile tender offer for WCI's shares.


WELLMAN INC: Appoints Mark Ruday as Vice President of Operations
----------------------------------------------------------------
Wellman Inc. has named Mark Ruday will as Vice President of
business operations effective April 1, 2007.  Mr. Ruday was the
company's controller and chief accounting officer, and Davide
Styka will take his position.

Mr. Styka joined the company in 1993, and has served as Tax
Director since 1998.  He is also the assistant secretary for the
company

The company's Board of Directors approved Mr. Styka's annual
salary from $143,900 to $162,000, and awarded him 10,000 shares of
restricted stock under the company's Restricted Stock Plan.

                         About Wellman

Wellman Inc. manufactures and markets PET (polyethylene
terephthalate) packaging resins under the PermaClear brand name
and polyester staple fibers under the Fortrel brand name.

                         *     *     *

Moody's Investors Service confirmed the B3 corporate family rating
for Wellman, Inc., and the existing ratings on the company's debt
and revised the outlook to negative.  Moody's also rates $265
Million Second Lien Term Loan due 2010 at Caa1.


* John Campo and John Kinzey Join Dreier as Partners
----------------------------------------------------
Dreier LLP has disclosed that John P. Campo, Esq. and John S.
Kinzey, Esq. have joined the firm as partners in the Bankruptcy
and Corporate Reorganization Department.

Prior to joining Dreier LLP, Mr. Campo and Mr. Kinzey were
partners at LeBoeuf, Lamb, Greene & MacRae LLP in New York.  As a
partner at LeBoeuf Lamb for 16 years, Mr. Campo helped build that
firm's New York bankruptcy department and worked closely with Mr.
Kinzey during much of that time.

The addition of the team expands the depth of Dreier LLP's already
strong Bankruptcy and Corporate Reorganization Department and adds
further bankruptcy litigation expertise.  Dreier LLP's bankruptcy
attorneys represent debtors, secured and unsecured creditors,
bondholders, lenders and trustees, creditor, equity and retiree
committees, purchasers and sellers of distressed businesses and
assets and providers of distressed financing in bankruptcy cases
and out-of-court restructurings.

"We are delighted to have John Campo and John Kinzey, two
outstanding bankruptcy attorneys, join us," stated Marc S. Dreier
founder and managing partner of Dreier LLP.  "The breadth of their
experience, including their bankruptcy litigation expertise, is a
great complement to our present capabilities in bankruptcy and
reorganization."

The move represents an important step in the significant growth of
Dreier LLP's Bankruptcy and Corporate Reorganization practice,
which now numbers 15 attorneys.  The practice is co-chaired by
Norman Kinel, who established the department, and Paul Traub,
founder of the bankruptcy and corporate restructuring firm Traub,
Bonacquist & Fox LLP, whose members joined Dreier LLP in September
2006.

"We've put together a formidable team with the capacity and the
experience to handle any type of bankruptcy representation of any
size or complexity anywhere in the country," stated Mr. Kinel.
"The addition of John Campo and John Kinzey enhances our
capabilities in many ways, particularly in debtor representations
and bankruptcy litigation of all types."

Mr. Campo and Mr. Kinzey will continue their focus on representing
debtors, trustees, secured lenders, and other parties-in-interest
in both Chapter 11 proceedings and out-of-court workouts.  They
have been involved in significant bankruptcies and reorganizations
in the retail, healthcare, real estate, apparel,
telecommunications and entertainment industries, among others.

"We joined Dreier LLP because of the good fit with the firm, in
particular with the firm's litigation capabilities," Mr. Campo
stated.  "I am very excited to bring my practice to a full-service
law firm with a strong bankruptcy and litigation platform, and a
focus on client service."

Mr. Campo has been involved in some of the largest and most
complex Chapter 11 proceedings in the country.  Mr. Campo:

   -- represents the Chapter 11 trustee in Maywood Capital Corp.,
      a multi-debtor proceeding involving a $200 million real
      estate Ponzi scheme;

   -- represents the trustee of Trace International Holdings, Inc.
      in a multimillion dollar lawsuit against various officers,
      directors and controlling shareholders for breach of
      fiduciary duty, mismanagement, and self dealing, and which
      has resulted thus far in judgments in excess of $200
      million;

   -- represents the operating trustee in Strictly Rhythm Records;

   -- represents Barney's, Inc. in its Chapter 11 cases;

   -- represents Kingsboro Medical Group, P.C., an 80-physician
      medical group that provided medical services to more than
      60,000 HIP patients in the greater New York area, in its
      Chapter 11 proceedings;

   -- represented the Chapter 11 trustee of Artha Management and
      its 67 related real estate limited partnership cases, one of
      the largest real estate bankruptcies in the Southern
      District of New York;

   -- represents secured creditors in both Chapter 11 real estate
      proceedings and out of court workouts;

   -- represented major hospitals and landlords in several
      significant Chapter 11 proceedings; and

   -- represented a significant equity holder and co-general
      partner in the Theater Row Chapter 11 proceedings in the
      Southern District of New York.

Prior to joining LeBoeuf Lamb, Mr. Campo served as a senior
attorney in the Office of the U.S. Trustee for the Southern
District of New York, and has been a Chapter 11 trustee for cases
in both the Southern and Eastern Districts of New York.  Mr. Campo
has published various bankruptcy-related materials.  He received a
J.D., cum laude, from the University of Miami in 1980 and his B.A.
in Psychology from the State University of New York at Stony Brook
in 1976.  He is a member of the Bar of the State of New York and
is admitted to practice before the U.S. Court of Appeals for the
Second Circuit and the U.S. District Courts for the Southern and
Eastern Districts of New York.  Mr. Campo has received an AV peer
review from Martindale Hubbell, is listed in the International
Who's Who of Professionals, and was named to the New York Super
Lawyers in 2006.  He is a member of the American Bar Association,
New York County Lawyers' Association, the American Bankruptcy
Institute and Turnaround Management Association.

Mr. Kinzey was a partner at LeBoeuf Lamb for 24 years, having
started his career there as a litigation associate in 1974
following his graduation, cum laude, from Harvard Law School.  Mr.
Kinzey received a B.S. in Chemical Engineering from The University
of Virginia in 1971. He is a member of the American Bankruptcy
Institute.

                       About LeBoeuf Lamb

LeBoeuf, Lamb, Greene & MacRae LLP -- http://www.llgm.com/-- is a
full-service, global law firm with more than 650 lawyers
practicing in 19 offices worldwide.

                        About Dreier LLP

Dreier LLP -- http://www.dreierllp.com/-- was founded in 1996 by
Marc Dreier as a more responsive and innovative alternative to
traditional "large-firm" lawyering.  Dreier LLP represents a wide
range of institutional, entrepreneurial and individual clients in
diverse sectors of financial, industrial and service-oriented
markets.  The firm's principal practices are commercial
litigation, real estate, bankruptcy and corporate reorganization,
employment law, corporate and securities, entertainment and
intellectual property.  Dreier LLP's Los Angeles affiliate, Dreier
Stein & Kahan LLP, has its principal practice in entertainment and
commercial litigation and corporate transactions.  The firm's
affiliate Schlesinger Gannon & Lazetera LLP has an extensive
practice in the area of trusts and estates law.  Pitta & Dreier
LLP is an affiliate which specializes in labor law, and Pitta,
Bishop, Del Giorno & Dreier LLP specializes in government
relations. In the 10 years since its founding, Dreier LLP, with
its affiliate members, has grown to more than 150 attorneys, with
its principal office at 499 Park Avenue in Manhattan, and
additional offices in Los Angeles; Santa Monica, California;
Albany, New York; and Stamford, Connecticut.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 12, 2007
   BEARD AUDIO CONFERENCES
      Second Lien Financings and Intercreditor Agreements
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

April 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
      CONFEDERATION
         IWIRC 4th Spring Luncheon and Founders Awards
            Washington, District of Columbia
               Contact: http://www.iwirc.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon University Club
         Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, District of Columbia
            Contact: http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Melbourne, Australia
            Contact: http://www.turnaround.org/

April 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Melbourne, Australia
            Contact: http://www.turnaround.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

April 17, 2007
   BEARD AUDIO CONFERENCES
      Real Estate Bankruptcy
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

April 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast with Association for Corporate Growth
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fundamentals of Turnaround Management
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Personnel Issues in Bankruptcy
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast: Program on Fraud and Forensic Investigations
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Tyson's Corner Marriott, Vienna, Virginia
            Contact: 215-657-5551 or http://www.turnaround.org/

April 19-20, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Eighth Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting Social
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Operational Turnaround Management
         Renaissance Hotel, Syracuse, New York
            Contact: http://www.turnaround.org/

April 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud and Forensic Investigation
         Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Completing the Turnaround
         Brisbane, Australia
            Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      The Nuts & Bolts of Buying and Selling
         Distressed Companies
            University Club, Chicago, Illinois
               Contact: http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   BEARD AUDIO CONFERENCES
      Hospitals in Crisis: The Insolvency Crisis Plaguing
         Hospitals Across the U.S.
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
         Mark Fitzgerald, President of Sales Training Institute
            Inc
               Centre Club, Tampa, Florida
                  Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Jacksonville Zoo Turnaround
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing
         Fox Hopyard Golf Club, East Haddam, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spa Outing
         Mohegan Sun, Uncasville, Connecticut
            Contact: 203-265-2048 or http://www.turnaround.org/

April 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual Credit & Bankruptcy Symposium
         Mohegan Sun, Uncasville, Connecticut
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, Pennsylvania
            Contact: http://www.ali-aba.org/

April 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting - Working Effectively with
         the Media to Create Publicity for Your Business
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Washington University, St. Louis, Missouri
            Contact: http://www.turnaround.org/

April 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Equity Sponsor Panel Breakfast
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
         Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 1, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   Networking Organization of Women Visit King Tut Exhibit
      Franklin Institute, Philadelphia, Pennsylvania
         Contact: 215-657-5551 or www.turnaround.org/

May 2-4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Washington University, Arizona
            Contact: http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
            New York, New York
               Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
            New York, New York
               Contact: http://www.abiworld.org/

May 14-16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual TMA Regional Conference - Texas
         Hyatt Regency Resort & Spa
            Lost Pines, Texas
               Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Corporate Restructuring Workshop
         Cable Center, Denver, Colorado
            Contact: http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

May 17-18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Great Lakes Regional Conference
         Renaissance Quail Hollow Resort, Painesville, Ohio
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Valuation / Sale of the Distressed Business
         Athletic Club, Seattle, Washington
            Contact: http://www.turnaround.org/

May 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Networking Lunch
         TBD, Arizona
            Contact: 623-581-3597 or www.turnaround.org/

May 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week CF Program
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

May 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI-TMA Annual Golf Outing
         TBD, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Calaloo Caf,, Morristown, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

May 24-25, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Fourth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt
            Market
               Le Meridien Piccadilly Hotel - London, UK
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

May 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona and RMA Joint Meeting
         Hotel Valley Ho, Scottsdale, Arizona
            Contact: http://www.turnaround.org/

May 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Bankruptcy Judges Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 30-31, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Distressed Debt
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting and Casino Night
         Mayfair Farms, West Orange, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series
         E&Y Tower, Calgary, Alberta
            Contact: http://www.turnaround.org/

May 31 - June 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual TMA Southeast Regional Conference
         Marriott Resort at Grande Dunes
            Myrtle Beach, South Carolina
               Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
        JW Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://http://www.airacira.org/

June 6-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Mid-Atlantic Regional Symposium
         Borgata Hotel Casino & Spa
            Atlantic City, New Jersey
               Contact: http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 7-8, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mealey's Asbestos Bankruptcy Conference
         Intercontinental Hotel, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Association for Corporate Growth Arizona Chapter Meeting
         Biltmore Hotel, Phoenix, Arizona
            Contact: http://www.turnaround.org/

June 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Economic Update at the 1/2 Year Mark
         University Club, Portland, Oregon
            Contact: http://www.turnaround.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Clarion Hotel, Princeton, New Jersey
            Contact: 908-575-7333 or www.turnaround.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

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,
Melvin C. Tabao, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda
I. Nartatez, Nikki Frances S. Fonacier, Tara Marie A. Martin, 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 ***