TCR_Public/070501.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 1, 2007, Vol. 11, No. 102

                             Headlines

ACCESS WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $1 Million
AJAY SPORTS: Court OKs Dykema Gossett as Special Franchise Counsel
ALASKA COMMS: S&P Holds B+ Corp. Credit Rating with Stable Outlook
AMERICAN-CANADIAN OIL: Killman Murrell Raises Going Concern Doubt
ARES IIIR/IVR: Moody's Rates $31.5 Million Class E Notes at Ba2

ATLANTIC EXPRESS: S&P Rates Proposed $165 Mil. Senior Notes at B-
BEAR STEARNS: Moody's Puts Ba1 Ratings on Five Securities
BEST MANUFACTURING: Ct. OKs Gelber Organization as Tax Consultant
BEST MANUFACTURING: Court Okays Norris as Committee's Co-Counsel
BETCASCADE: Withdrawal of Financial Support Leads to Bankruptcy

BROADWAY GEN: Moody's Holds B1 Rating on First-Lien Facilities
CABLEVISION SYSTEMS: Sells Stake in Two Sports Network to Comcast
CASH TECHNOLOGIES: Posts $1 Million Net Loss in Qtr Ended Feb. 28
CBRL GROUP: Redemption of Outstanding Option Notes is on June 4
CENTRAL PARKING: High Leverage Cues S&P to Cut Credit Rating to B

CHAMBERS STREET: S&P Withdraws BB Rating on $5.5MM Class E Notes
CHARTERWOOD ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
CIFC FUNDING: Moody's Rates $24 Million Class D Notes at Ba2
COMCAST CORP: Buys Cablevision's Sports Network Stakes for $570MM
COMSTOCK HOMEBUILDING: Posts $39.8 Mil. Net Loss in Full Year 2006

D&E COMMUNICATIONS: Earns $6.7 Million in Year Ended December 31
DAIMLERCHRYSLER AG: UAW Doesn't Favor Magna as Chrysler's Buyer
DAVID DEVOUT: Case Summary & 19 Largest Unsecured Creditors
DAVITA INC: Earns $76.6 Million Net Income in Quarter Ended Mar 31
DELTA AIR: Emerges from Chapter 11 Bankruptcy Protection

DRESDNER RCM: Good Credit Quality Cues Moody's to Upgrade Ratings
EVERGREEN HOMES: Case Summary & 58 Largest Unsecured Creditors
FIRST FRANKLIN: Moody's Cuts Ratings on Seven Certificates
FORSTER DRILLING: Posts $838,243 Net Loss in Quarter Ended Feb. 28
FOUR SEASONS: Court Approves Plan of Arrangement for Privatization

FTS GROUP: Recurring Losses Cue Bassie & Co.'s Going Concern Doubt
FURNITURE DIRECT: Files for Bankruptcy; Customers Won't Get Orders
GERALD MATTICKS: Declares Bankruptcy Due to Unpaid Taxes
GLASSMASTER CO: Case Summary & 14 Largest Unsecured Creditors
GSMPS MORTGAGE: Moody's Cuts Rating on Class B4 & B5 Certificates

GSRPM MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
HALCYON LOAN: Moody's Rates $15.5 Million Class D Notes at Ba2
HAMILTON BEACH: S&P Rates Proposed $125 Million Sr. Term Loan at B
HAMILTON BEACH: Moody's Puts Corporate Family Rating at B1
HANGER ORTHOPEDIC: Good Performance Cues Moody's to Up All Ratings

HARMAN INTERNATIONAL: Inks Merger Agreement with KHI Parent
HARTCOURT COMPANIES: Posts $1.3 Mil. Net Loss in Qtr Ended Feb. 28
HERITAGE PROPERTY: Moody's Cuts Ratings and Retains Review
HERTZ GLOBAL: Revenue Increases by 7.9% in Year Ended December 31
INFOUSA INC: $75 Mil. Increase in Senior Loan Cues S&P's BB Rating

INSIGHT HEALTH: Extends Senior Sub. Notes Exchange Offer to May 3
INTEGRAL NUCLEAR: Taps Cole Schotz as Bankruptcy Counsel
INTEROCEANICA IV: S&P Rates $562 Mil. Senior Secured Notes at BB
IPC SYSTEMS: Increased Leverage Cues S&P to Cut Credit Rating to B
IPCS INC: Stockholders Get Special Cash Dividend of $11 Per Share

KIRKLAND KNIGHTSBRIDGE: Court Approves Hartman as Special Counsel
KLIO II: Credit Support Improvement Cues S&P to Hold BB+ Rating
LIMEROCK CLO: Moody's Rates $20 Million Class D Notes at Ba2
MARLBOROUGH STREET: Moody's Rates $9 Million Notes at Ba2
MARYLAND ECONOMIC: Moody's Cuts Rating on Revenue Bonds to Ba2

MASSACHUSETTS DEV'T: Poor Liquidity Cues S&P to Cut Rating to BB+
MERRILL LYNCH: S&P Rates CDN$1.08 Million Class L Certs. at B-
MICHAEL BRETZEL: Case Summary & 11 Largest Unsecured Creditors
MOSAIC CO: Planned Loan Reduction Cues S&P's Positive Outlook
MRF CARBON CANYON: Case Summary & 10 Largest Unsecured Creditors

NATIONAL RETAIL: S&P Holds BB+ Preferred Stock Rating
NESTOR INC: Common Stock's Market Value Falls Below Nasdaq's Limit
NEW CENTURY: Court Okays Richards Layton as Delaware Counsel
NEW CENTURY: DB Structured Alleges Breach of Repurchase Agreements
NORANDA ALUMINUM: S&P Rates $750 Million Credit Facilities at BB-

NORTHWEST AIRLINES: Posts $292 Mil. Net Loss in Qtr Ended March 31
PACIFIC LUMBER: Court Rules Against Transfer of Cases to Calif.
PALMER ABS: Moody's Rates $22.5 Million Class D Notes at Ba1
PARAMOUNT RESOURCES: CDN$2.2 Bil. Offer Cues S&P's Positive Watch
QTC MANAGEMENT: Credit Pact Amendment Cues Moody's to Hold Ratings

RADIOSHACK CORP: Earns $42.5 Million in Quarter Ended March 31
RARE RESTAURANT: Moody's Junks Rating on $100 Million Senior Notes
REAL ESTATE: Moody's Puts Low-Ratings on Six Securities
REICHMANN REAL: Voluntary Chapter 11 Case Summary
ROSEMARY ROMO: Case Summary & Seven Largest Unsecured Creditors

RUNNING HORSE: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Panel Wants Monsanto & Pharmacia to File Final Claims
SOLUTIA INC: Gets Okay to Acquire Akzo Nobel's 50% Flexsys Stake
SOURCE ENTERTAINMENT: Voluntary Chapter 11 Case Summary
SOUTHPARK COMMUNITY: Exclusive Plan Filing Extended Until July 28

SPECTRUM SIGNAL: Courts OK Arrangement Plan with Vecima Networks
STANDARD MGT: Files Amended 10Q for Quarter Ended September 30
STERLING CENTRECORP: Shareholders OK Plan of Arrangement with SCI
STRUCTURED ASSET: Moody's Puts Ratings on Two Certs. Under Review
STRUCTURED ASSET: Moody's Cuts Rating on 27 Loan Classes

SUPERIOR ESSEX: Moody's Upgrades Ratings on Improved EBITDA
TARGUS GROUP: High Interest Burden Cues Moody's to Cut All Ratings
TOWER RECORDS: WEA Corporation Objects to Disclosure Statement
TRW AUTOMOTIVE: S&P Affirms BB+ Long-Term Corporate Credit Rating
VANSON LEATHERS: Voluntary Chapter 11 Case Summary

WERNER LADDER: Court Approves $265-Mil. Asset Sale to New Werner
WERNER LADDER: Pact Creating Litigation Trust for Asset Sale OK'd
WESTAR ENERGY: Former CEO David Wittig Undergoing Third Trial
WESTAR ENERGY: William Moore Promoted to President and CEO
WHOLE FOODS: S&P to Cut Rating Upon Completion of Wild Oats Deal

YELL GROUP: Intense Competition Prompts US Profit Warning

                             *********

ACCESS WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $1 Million
-----------------------------------------------------------------
Access Worldwide Communications Inc. reported total stockholders'
deficit of $1,180,464 as of Dec. 31, 2006.  The company also
listed total assets of $14,859,608 and total liabilities of
$16,040,072 in its balance sheet as of Dec. 31, 2006.  

Unrestricted cash and restricted cash as of Dec. 31, 2006, were
$2,836,980 and $123,000, respectively, as compared with $1,755,926
and $314,000, respectively, as of Dec. 31, 2005.

For the years ended Dec. 31, 2006, and 2005, the company generated
revenues of $27,711,626 and $14,809,486, respectively.  The
company had a net income of $2,886,072 for the year 2006 as
compared with a net loss of $4,680,724 for the year 2005.

The company's primary source of liquidity has been cash flows from
operations, supplemented by borrowing under its note payable and
funding from the issuance of convertible debt via private
placements.  For the year ended Dec. 31, 2006, and 2005, the
company had a positive working capital of $4,131,572 and a
negative working capital of $4,095,879, respectively.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e22

                      About Access Worldwide

Headquartered in Arlington, Virginia, Access Worldwide
Communications Inc. (OTCBB: AWWC) -- http://www.accessww.com/--  
provides sales, communication and medical education services.
The Company has about 700 employees in offices throughout the
United States and the Philippines.


AJAY SPORTS: Court OKs Dykema Gossett as Special Franchise Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave Ajay Sports Inc. and its debtor-affiliates permission to
employ Dykema Gossett PLLC as their special franchise counsel.

The firm is expected to:

     a. update Uniform Offering Franchise Circular;

     b. register with state franchise authorities; and

     c. provide general legal advice regarding franchise law
        issues.

Howard Iwrey, a franchise member of the firm, will bill $460 per
hour for this engagement.  The firm's other professional billing
rates are:

     Designation            Hourly Rate
     -----------            -----------
     Associates              $210-$275
     Legal Specialists       $160-$195

Mr. Iwrey assures the Court that the firm does not hold any
interest adverse to the Debtors estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Court.

Mr. Iwrey can be reached at:

     Howard Iwrey
     Franchise Member
     Dykema Gossett PLLC
     400 Renaissance Center
     Detroit, Michigan 48243
     Tel: (313) 568-6800
     Fax: (313) 568-6893
     http://www.dykema.com/

Headquartered in Farmington, Mich., Ajay Sports Inc. operates the
franchise segment of its business through Pro Golf International,
a 97% owned subsidiary, which was formed during 1999 and owns 100%
of the outstanding stock of  Pro Golf of America, and 80% of the
stock of ProGolf.com, which sells golf equipment and other golf-
related and sporting goods products and services over the
Internet.  The company and its affiliates filed for chapter 11
protection on Dec. 27, 2006 (Bankr. E.D. Mich. Case Nos. 06-529289
through 06-529292).  Arnold S. Schafer, Esq., and Howard M. Borin,
Esq., at Schafer and Weiner, PLLC, represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets less than $10,000 and debts
between $1 million to $100 million.


ALASKA COMMS: S&P Holds B+ Corp. Credit Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Alaska Communications Systems
Holdings Inc.  The outlook is stable.  Total balance sheet debt as
of March 31, 2007, was approximately $438 million.
      
"The affirmation follows ACS' announcement that the company is
considering building fiber facilities between Alaska and the lower
48 states to increase its presence in the long distance and
carrier services market," said Standard & Poor's credit analyst
Allyn Arden.  The company, an Anchorage, Alaska-based incumbent
local exchange carrier, estimates the project will cost between
$75 million and $90 million, which would be financed with new
debt.
      
"While we anticipate operating lease-adjusted leverage will
increase modestly to low- to mid-4x area from 3.8x at year-end
2006, we believe this metric is still supportive of the current
rating," said Mr. Arden.  Although discretionary cash flow
generation will be suppressed in the intermediate term, S&P expect
the investment to be spread out over the next few years and ACS
does have the ability to curtail its investment plans if operating
conditions deteriorate.
     
The ratings on ACS continue to reflect significant competitive
pressure within the limited Alaskan telecommunications market, a
shareholder-oriented financial policy, and expectations for near-
term negative discretionary cash flow.  Tempering factors include
the company's strong position as the largest incumbent wireline
carrier in Alaska, expectations for healthy growth in the wireless
business, and adequate liquidity.


AMERICAN-CANADIAN OIL: Killman Murrell Raises Going Concern Doubt
-----------------------------------------------------------------
Killman, Murrell & Company, P.C. raised substantial doubt about
Australian-Canadian Oil Royalties Ltd.'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 losses from operations and its
limited capital resources.

For the years ended Dec. 31, 2006, and 2005, the company had
operating revenues of $42,145 and $21,151, respectively.  Revenues
were generated from oil and gas.  The company incurred net losses
for 2006 and 2005 of $620,354 and $614,874, respectively.

The company listed total assets of $1,085,996 and total
liabilities of $345,769, resulting in a total stockholders' equity
of $740,227 as of Dec. 31, 2006.

The company's December 31 balance sheet showed strained liquidity
with total current assets of $14,181 and total current liabilities
of $345,769.  A large portion of the $1,012,520 in current assets
is $1,000,000 in certificates of deposit, which are restricted as
to use.  The $1,000,000 note payable to bank and a certificate of
deposit were not renewed in 2006.  Cash on hand as of Dec. 31,
2005 was $3,791, as compared with $2,956 on hand as of Dec. 31,
2006.  

The company plans to meet its operating expenditures from a
private placement of its restricted common stock.  It is seeking
exploration partners on its various oil and gas concessions
located in Australia.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e24

                   About Australian-Canadian Oil

Australian-Canadian Oil Royalties Ltd. (OTC BB: AUCAF) --
http://www.aussieoil.com/-- purchases, holds and sells both  
overriding royalty interests and working interests on an
international and domestic basis in Australia, Canada, and the
U.S.  ACOR's business is related to the principal products of oil
and gas.  The company has continued to be active in working
interests and royalty opportunities both domestically and
internationally.  The business of ACOR during 2006 was to make a
study of available oil and gas development acreage in Australia
and select and apply for the exploration permits on the areas,
which demonstrate a high probability of success with the maximum
rate of return for dollars invested.


ARES IIIR/IVR: Moody's Rates $31.5 Million Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes and
Combination Securities issued by Ares IIIR/IVR CLO Ltd.:

    (1) Aaa to the $50,000,000 Class A-1 Variable Funding Floating
        Rate Notes;

    (2) Aaa to the $446,300,000 Class A-2 Senior Secured Floating
        Rate Notes;

    (3) Aa2 to the $42,000,000 Class B Senior Secured Floating
        Rate Notes;

    (4) A2 to the $42,000,000 Class C Senior Secured Deferrable
        Floating Rate Notes;

    (5) Baa2 to the $35,000,000 Class D Secured Deferrable
        Floating Rate Notes;

    (6) Ba2 to the $31,500,000 Class E Secured Deferrable Floating
        Rate Notes; and

    (7) Baa2 to the $4,000,000 Combination Notes.

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

Ares CLO Management IIIR/IVR, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


ATLANTIC EXPRESS: S&P Rates Proposed $165 Mil. Senior Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Atlantic Express Transportation Corp.'s proposed $165 million
senior secured floating-rate notes offering due 2012.  S&P's
'CCC+' corporate credit rating and 'CCC+' rating on the existing
senior secured notes remain on CreditWatch with positive
implications.  Upon the successful completion of the new notes
offering, S&P will remove the ratings from CreditWatch, raise the
corporate credit rating to 'B-', and withdraw the rating on the
old notes.  The outlook will be stable.  The Staten Island, New
York-based school bus transportation company has about
$220 million of lease-adjusted debt outstanding.
      
"The expected upgrade of the corporate credit rating and the
rating on the new notes offering-which anticipates the upgrade-
reflect the company's improved financial performance over the past
year and its enhanced liquidity position, which is bolstered by
refinancing activities under way," said Standard & Poor's credit
analyst Lisa Jenkins.
     
Ratings on Atlantic Express reflect the company's highly leveraged
financial profile, significant customer concentration, and
vulnerability to unanticipated cost increases.  Atlantic Express
is currently benefiting from the improved terms it negotiated with
the New York City Department of Education in mid-2005.  Atlantic
Express derives just over half of its revenues from this contract.  
In June 2005, Atlantic Express extended its contract with the DOE
for an additional five years through June 30, 2010.  The new
contract terms included price increases, the recapture of
increases tied to changes in the Consumer Price Index not given in
prior years, full annual CPI increases, the full reimbursement of
all costs related to escorts (adult bus monitors), plus a 5%
administrative fee.  While benefits from the new contract terms
have contributed to improved performance at Atlantic Express, the
company remains exposed to increases in fuel prices beyond what
is covered by the CPI increase and other unexpected cost
increases.
     
Recently improved operating performance and the debt refinancing
have bolstered Atlantic Express's liquidity position, although it
remains somewhat constrained given the seasonality and capital
intensity of the business and the company's highly leveraged
capital structure.  Much of the company's cash flow will continue
to be spent on debt service requirements.  Financial pressures
could escalate if actual costs exceed the projected costs used in
contract negotiations.  Such unanticipated cost increases created
significant cost pressures in the past and led Atlantic Express to
seek bankruptcy court protection in December 2003.
     
Atlantic Express is the fourth-largest provider of school bus
transportation in the U.S. and the leading provider in New York
City.  School bus services account for about 88% of revenues.  The
company also provides paratransit services for physically and
mentally disabled passengers and other services, including express
commuter lines and tour buses.


BEAR STEARNS: Moody's Puts Ba1 Ratings on Five Securities
---------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Bear Stearns Commercial Mortgage Securities
Trust 2007-BBA8.  The provisional ratings issued on March 27, 2007
have been replaced with these definitive ratings:

    - Cl. A-1, $887,019,375, rated Aaa
    - Cl. A-2, $295,673,125, rated Aaa
    - Cl. X-1A, $1,483,000,000*, rated Aaa
    - Cl. X-1B, $1,483,000,000*, rated Aaa
    - Cl. X-2, $34,700,000*, rated Aaa
    - Cl. X-3, $51,500,000*, rated NR
    - Cl. X-1M, $835,000,000*, rated Aaa
    - Cl. X-2M, $598,400,000*, rated Aaa
    - Cl. B, $40,782,500, rated Aa1
    - Cl. C, $40,782,500, rated Aa2
    - Cl. D, $40,782,500, rated Aa3
    - Cl. E, $42,636,250, rated A1
    - Cl. F, $25,952,500, rated A2
    - Cl. G, $24,098,750, rated A3
    - Cl. H, $18,514,262, rated Baa1
    - Cl. J, $19,588,010, rated Baa2
    - Cl. K, $24,925,228, rated Baa3
    - Cl. L, $22,245,000, rated Ba1
    - Cl. MS-1, $26,700,000, rated A1
    - Cl. MS-2, $31,040,496, rated A2
    - Cl. MS-3, $27,259,503, rated A3
    - Cl. MS-4, $55,700,000, rated Baa1
    - Cl. MS-5, $29,800,000, rated Baa2
    - Cl. MS-6, $48,407,965, rated Baa3
    - Cl. MS-7, $17,692,036, rated Ba1
    - Cl. MS-X, $236,600,000*, rated A1
    - Cl. PH-1, $4,500,000, rated Ba1
    - Cl. PH-2, $11,250,000, rated Ba2
    - Cl. PH-3, $4,540,000, rated Ba3
    - Cl. MA-1, $4,900,000, rated Baa1
    - Cl. MA-2, $3,400,000, rated Baa2
    - Cl. MA-3, $3,500,000, rated Baa3
    - Cl. MA-4, $5,700,000, rated Ba1
    - Cl. CA-1, $2,500,000, rated Baa2
    - Cl. CA-2, $1,500,000, rated Baa3
    - Cl. CA-3, $1,000,000, rated Ba1

* Approximate notional amount

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

    - Class X-4, $62,500,000*, rated Aaa

* Approximate notional amount


BEST MANUFACTURING: Ct. OKs Gelber Organization as Tax Consultant
-----------------------------------------------------------------
The Honorable Donald H. Steckroth of the U.S. Bankruptcy Court for
the District of New Jersey gave Best Manufacturing Group LLC and
its debtor-affiliates permission to employ Gelber Organization LLC
as their tax consultant.

The firm is expected to assist the Debtors to address and attempt
to reduce the unsecured priority claims.

The firm's professional billing rates are:

     Designation              Hourly Rate
     -----------              -----------
     Members                     $550
     Managers                    $400

In addition, the firm will seek reimbursement for reasonable and
necessary out-of-pocket expense incurred in connection with the
Debtors' case.          

Arthur Gelber, CPA, founder and president of the firm, assures
the Court that the firm does not hold any interest adverse to the
Debtors estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Gelber can be reached at:

     Arthur Gelber, CPA
     Founder and President
     Gelber Organization LLC
     Raritan Plaza I, Raritan Center
     Edison, NJ 08837
     Tel: (732) 417-440
     Fax: (732) 417-5933
     http://www.gelberorg.com/

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries   
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.  The Company and four of its
subsidiaries filed for chapter 11 protection on Aug. 9, 2006
(Bankr. D. N.J. Case No. 06-17415).  Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Debtors.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin,
Esq., at Ravin Greenberg PC, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than
$100 million.


BEST MANUFACTURING: Court Okays Norris as Committee's Co-Counsel
----------------------------------------------------------------
The Honorable Donald H. Steckroth of the U.S. Bankruptcy Court
for District of New Jersey gave the Official Committee of
Unsecured Creditors in Best Manufacturing Group LLC and its
debtor-affiliates' bankruptcy cases permission to retain Norris
McLaughlin & Marcus P.A., as its co-counsel.

The Committee tells the Court that it requires continued
representation of its interest in the Debtors' Chapter 11
proceedings.

The firm is expected to:

     a. appear, research, prepare and draft pleadings and other
        legal document;

     b. prepare hearing-related work; and

     c. negotiate and advice with respect to the Debtors' Chapter
        11 proceeding.

Morris S. Bauer, Esq., will bill $415 per hour for this
engagement.  The firm's other professional's compensation rates
are:

     Designation                 Hourly Rate
     -----------                 -----------
     Members                      $251-$515
     Associates                   $175-$285
     Paralegals                   $125-$150
      
Mr. Bauer assures the Court that the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Bauer can be reached at:

     Morris S. Bauer, Esq.
     Norris, McLaughlin & Marcus P.A.
     721 Route 202-206
     Bridgewater, NJ 08807
     Tel: (908) 722-0700
     Fax: (908) 722-0755
     http://www.nmmlaw.com/

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries   
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.  The Company and four of its
subsidiaries filed for chapter 11 protection on Aug. 9, 2006
(Bankr. D. N.J. Case No. 06-17415).  Michael D. Sirota, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Debtors.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin,
Esq., at Ravin Greenberg PC, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than
$100 million.


BETCASCADE: Withdrawal of Financial Support Leads to Bankruptcy
---------------------------------------------------------------
Costa Rican sources told TOW Industry Newswire that BetCascade
sportsbook's business has collapsed.

According to TOW Industry, BetCascade's business started to weaken
when its former financial backer pulled out his support and one of
the original associates in the business retired at the end of the
football season.

TOW Industry notes that BetCascade was in a "slow pay mode" at the
start of February 2007 and has stopped paying since the middle of
April 2007.  

BetCascade owes hundreds of players, agents and vendors well in
excess of US$2 million, TOW Industry says, citing Costa Rican
sources.  Professional players represent over 65% of the company's
debtors.

BetCascade owner's personal assets account for 30% of the debt,
Costa Rican sources told TOW Industry.

TOW Industry says that the company tried looking for new financial
partners but failed, and the "total loss of goodwill" cancelled
out chances of a "last minute deal."  

Despite its collapse, BetCascade continues to advertise on some
Web sites, TOW Industry states.  

The Cascade Sportsbook & Casino or BetCascade --
http://www.cascadesportsbook.com/ -- is an online betting site.  


BROADWAY GEN: Moody's Holds B1 Rating on First-Lien Facilities
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of B1 and B3
assigned to Broadway Gen Funding, LLC's (formerly referred to as
LS Power Acquisition Co. LLC) first and second lien credit
facilities, respectively.  The affirmation follows receipt of
additional information regarding the terms and conditions of the
debt as well as changes to the capital structure of the
transaction.  While there are fewer lender protections and
slightly higher leverage than initially anticipated, Moody's
believes that this issuer's risk profile remains consistent with
the originally assigned ratings.

The terms and conditions lack certain lender protections typically
associated with project financings, and the issuer will have
greater flexibility to manage its business in a manner that in
Moody's view is more consistent with a corporate finance
structure.  As a result, Moody's notes that there is a greater
potential for the issuer's fundamental business and risk profile
to change than is typical for most project financings.  As a
result, the ratings may experience correspondingly greater
volatility going forward, particularly, if the issuer were to take
advantage of its flexibility to incur a substantial amount of
additional debt without offsetting cash flows of sufficient
quantity and quality.

Lender protections include a debt service reserve requirement
equal to the lesser of $40 million or six months interest on the
first and second lien term debt which is expected to fulfilled
with a letter of credit written under the first lien LC facility.  
However, the transaction does not contain an independently
administered waterfall of accounts, a structural protection that
Moody's considers fundamental to a project financing.  However,
the issuer is required to sweep a minimum of 75% of excess cash
flow, as defined in the credit agreement, annually to repay first
lien debt.  In addition, it must sweep 100%, if necessary, to
reach target amortization levels or if the following year's gross
margins are projected to be less than 50% contracted.  The terms
under which the issuer may make distributions are sufficiently
restrictive that the risk that the issuer could divert monies
required to repay or prepay debt is significantly constrained.
While the company has the ability to dispose of any of its assets,
it will be required to utilize 100% of the proceeds of any asset
sales to prepay debt, including pledged additional equipment the
replacement value of which has been estimated at $120 million by
the Independent Engineer, unless existing ratings affirmation is
received in which case 25% of the proceeds from the sale any of
the facilities except Bosque and Apex may be distributed to the
equity holders.  Moody's also notes that the company has not
covenanted to sell any unused excess equipment by 2008 as
previously understood.  Furthermore, the issuer is able to make
partial dispositions of any of its facilities except Bosque or
Apex, which would effectively convert the collateral from a hard
asset to an undivided interest.

The issuer has the ability to incur a relatively large amount of
additional debt.  In addition to 1st lien term loan baskets
totaling $385 million, which may be issued to finance expansions
and acquisitions, the issuer may also incur up to $75 million in
separately secured debt or capitalized lease obligations and
$200 million in unsecured or subordinated PIK debt, as well as
permitted junior debt (also PIK), non-recourse debt, and debt
associated with acquisitions in amounts limited only by the
financial covenants, which address consolidated leverage and
interest coverage.  While there is likely to be substantial
headroom under these covenants, Moody's expects it will be
difficult for this issuer to raise significant amounts of either
senior unsecured or junior lien PIK debt.  Furthermore, we note
that the likelihood that the issuer will incur a substantial
amount of additional debt associated with expansions or
acquisitions is limited by the requirement that it obtain ratings
affirmation prior to borrowing under the $300 million first lien
basket as well as its inability to utilize operating cash flows to
finance any investment activity prior to meeting the cash sweep
requirements.

The issuer will also be able to refinance any of the assets in the
portfolio on a non-recourse basis provided it utilizes 100% of the
proceeds to prepay 1st lien debt (subject to the same provisions
as asset sales).  Nevertheless, if the issuer were to undertake
such a financing, and the non-recourse subsidiary subsequently
filed bankruptcy (or was filed against), it would trigger a cross
default under the credit agreements.  While this provision can be
considered as providing protection to the secured lenders, it
could also potentially increase the company's risk of default.  
Lastly, Moody's notes that in addition to the various types of
indebtedness outlined above, in order to fulfill collateral
requirements under its hedge agreements, the issuer may also grant
its hedging counterparties a first lien interest that will be
marked-to-market without any cap.  However, the risk that lenders'
claims could be diluted as a result may be viewed as "right-way
risk" in that the value of the collateral claims increases in line
with market power prices, which would theoretically result in an
offsetting increase in the value of the collateral and a decreased
risk of default.

Changes to the capital structure include an increase in the first
lien term loan to $800 million from $700 million, while the second
lien term loan and the equity contribution have been decreased by
$50 million each, to $250 million and $350 million, respectively.  
As a result, total leverage has increased by $50 million, or
approximately 5%. Notwithstanding the increase in debt,
consolidated FFO/Debt and EBITDA/interest are both expected to
improve marginally due to a reduction in interest rates, though
first lien metrics will be slightly weaker than previously
projected.  Consolidated DSCR will also decline slightly (though
this is partly due to the addition of a mandatory 1% annual
principal amortization).  As a result, both the probability of
default and the loss given default rates should both be slightly
higher than they were in the structure previously reviewed by
Moody's.  However, as noted above, Moody's does not deem these
changes significant enough to merit a revision of the assigned
ratings.

Broadway Gen Funding, LLC is an independent power generation
company headquartered in East Brunswick, New Jersey.  It is owned
by LS Power Equity Partners, a private equity fund managed by the
LS Power Group.


CABLEVISION SYSTEMS: Sells Stake in Two Sports Network to Comcast
-----------------------------------------------------------------
Cablevision Systems Corp. has sold its stakes in two regional
sports network to Comcast Corp. for $570 million in cash, the Wall
Street Journal reports.

WSJ relates that with the agreement, the company has now completed
unwinding its sports and entertainments assets that it holds
jointly with News. Corp.

WSJ further adds the Comcast will now own 100% of Fox Sports Net
New England and 60% of Fox Sports Net Bay Area.  

                           About Comcast

Headquartered in Philadelphia, Pennsylvania, Comcast Corporation
(Nasdaq: CMCSA, CMCSK) -- http://www.comcast.com/-- provides   
cable, entertainment and communications products and services.  
With 24.2 million cable customers, 11.5 million high-speed
Internet customers, and 2.5 million voice customers, Comcast is
principally involved in the development, management and operation
of broadband cable networks and in the delivery of programming
content.  

Comcast's programming networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, VERSUS
(formerly OLN), G4, AZN Television, PBS KIDS Sprout, TV One and
four regional Comcast SportsNets.  Comcast also has a majority
ownership in Comcast-Spectacor, whose major holdings include the
Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA
basketball team and two large multipurpose arenas in Philadelphia.

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.,
(NYSE: CVC) -- http://www.cablevision.com/-- operates as a media,
entertainment and telecommunications company in the U.S.  It has
three segments, Telecommunications Services, Rainbow, and Madison
Square Garden.  Telecommunications Services operates in cable
television business.  The Rainbow segment consists of its
interests in national programming services, regional programming
businesses, regional sports and news network business, and local
advertising sales representation business.  The Madison Square
Garden segment owns and operates professional sports teams, as
well as the MSG Networks sports programming business, and an
entertainment business.  It owns programming assets through its
Rainbow National Services LLC subsidiary, including American Movie
Classics, WE tv and Independent Film Channel.

At Dec. 31, 2006, the company's balance sheet showed
$9,844,857,000 in total assets and $15,184,110,000 in total
liabilities, resulting in a $5,339,253,000 stockholders' deficit.
The company's stockholders' deficit at Dec. 31, 2005, stood at
$2,493,380,000.


CASH TECHNOLOGIES: Posts $1 Million Net Loss in Qtr Ended Feb. 28
-----------------------------------------------------------------
Cash Technologies Inc. reported a net loss of $1,081,380 on net
revenues of $103,858 for the third quarter ended Feb. 28, 2007,
compared with a net loss of $1,118,070 on net revenues of $1,460
for the same period in fiscal 2006.  

Results for the third quarter of fiscal 2007 and for the third
quarter of fiscal 2006, include losses from discontinued
operations of $124,161 and $119,818, respectively, relating to the
company's subsidiary, Tomco Auto Products, the major portion of
whose assets were sold on Oct. 31, 2006.

At Feb. 28, 2007, the company's balance sheet showed $17.3 million
in total assets, $10.4 million in total liabilities, ($92,535) in
total minority interest, and $6.9 million in total stockholders'
equity.

The company's balance sheet at Feb. 28, 2007, also showed strained
liquidity with $2.5 million in total current assets available to
pay $10.4 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1e1d

                       Going Concern Doubt

Vasquez & Company LLP, in Los Angeles, California, expressed
substantial doubt about Cash Technologies Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended
May 31, 2006, and 2005.  The auditing firm pointed to the
company's significant recurring losses.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies, Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets   
innovative data processing solutions in the healthcare and
financial services industries.


CBRL GROUP: Redemption of Outstanding Option Notes is on June 4
---------------------------------------------------------------
CBRL Group Inc. has directed the trustee of its outstanding Liquid
Yield Option Notes due 2032 (Cusip Nos. 12489VAB2 and 12489VAA4)
to send to all holders of Existing Notes notice that the Existing
Notes will be redeemed on or about June 4, 2007.  The trustee has
been instructed to send the redemption notice not later than
May 4, 2007.

As of April 25, 2007, there were $422.03 million in principal
amount at maturity of Existing Notes outstanding and the aggregate
redemption price will be approximately $201 million, assuming that
no holders of Existing Notes either convert their notes into
common stock or exchange Existing Notes pursuant to the company's
pending exchange offer.  

Holders of Existing Notes converted the Notes into the company's
common stock at the rate of 10.86 shares of common stock per
$1,000 in principal amount at maturity of Notes.

Also, on April 30, 2007, holders of Notes exchanged all or a
portion of their Notes for an equal amount of a new issue of Zero
Coupon Senior Convertible Notes due 2032 (Cusip No. 12489VAC0)
plus an exchange fee.  The company paid the redemption price of
the Existing Notes through a draw on its existing delayed-draw
term loan facility and cash on hand.

A Form T-3 Application for Qualification of Indenture covering the
New Notes was filed with the Securities and Exchange Commission
and has been declared effective.  Also, in connection with the
Exchange Offer, the company has filed with the SEC Tender Offer
Statements on Schedule TO.  

Holders of Existing Notes and other interested parties may obtain
a free copy of these and other relevant documents from:

   CBRL Group Inc.
   Attn: General Counsel   
   P.O. Box 787
   No. 305 Hartmann Drive
   Lebanon, Tennessee 37088-0787

Additional information concerning the terms of the Exchange Offer
and copies of the exchange circular and other documents relating
to the Exchange Offer may be obtained from the information agent:

   Global Bondholder Services Corporation
   Attn: Corporate Actions
   Suite 704
   No. 65 Broadway
   New York, NY 10006
   Tel: (212) 430-3774 (Banks and Brokers)
        (866) 470-4300

                       About CBRL Group Inc.

Headquartered in Lebanon, Tennessee, CBRL Group Inc. (Nasdaq:
CBRL)-- http://www.cbrlgroup.com/-- presently operates 557  
Cracker Barrel Old Country Storer restaurants and gift shops
located in 41 states.

                          *     *     *

CBRL Group Inc.'s Zero-Coupon Senior Liquid Yield Option Notes due
2032 carry Moody's Investors Service's 'Ba2' rating and Standard &
Poor's 'B+' rating.


CENTRAL PARKING: High Leverage Cues S&P to Cut Credit Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nashville, Tennessee-based Central Parking Corp. to 'B'
from 'B+', and removed the ratings from CreditWatch with negative
implications.  Standard & Poor's also assigned its bank loan and
recovery ratings to CPC's proposed first- and second-lien credit
facilities.

The company's $355 million first-lien credit facility was rated
'B', with a recovery rating of '3', indicating first-lien lenders
could expect meaningful (50%-80%) recovery of principal in the
event of a payment default or bankruptcy.  The $50 million second-
lien facility was rated 'CCC+', with a recovery rating of '5',
indicating our expectation that second-lien lenders can expect
negligible (0%-25%) recovery of principal in the event of a
payment default.  

The ratings are based on preliminary terms and are subject to
review upon final documentation.  The rating on the company's
existing $300 million senior secured credit facility was also
lowered to 'B+' from 'BB-', and the rating on Central Parking
Finance Trust's convertible trust issued preferred securities was
lowered to 'CCC' from 'CCC+'.  Both ratings will be withdrawn upon
the completion of the transaction.  The outlook is negative.
     
"The downgrade reflects CPC's substantially more aggressive
financial policy and more highly leveraged capital structure
following KCPC Holdings Inc. completing its acquisition of CPC,"
said Standard & Poor's credit analyst Mark Salierno.  On Feb. 20,
2007, KCPC entered into a definitive agreement to acquire CPC for
$22.53 per share, or a total purchase price of $883.2 million,
inclusive of fees and expenses.  Proceeds from the new credit
facilities will be used to finance a substantial portion of the
transaction.
     
CPC is a private owner, operator, and manager of surface lots and
multilevel garages.  Despite its somewhat narrow business focus,
it is the largest private provider of parking services, with more
than 2,800 parking facilities, representing more than one million
spaces.


CHAMBERS STREET: S&P Withdraws BB Rating on $5.5MM Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, D, and E notes issued by Chambers Street CDO II
Ltd., a synthetic corporate investment-grade CDO transaction,
following the complete redemption of the notes.
     
The rating withdrawals follow the paydown of the notes by the
issuer on the April 10, 2007, distribution date.
   
                
                          Ratings Withdrawn
   
                      Chambers Street CDO II Ltd.
          
                     Rating                 Balance
                     ------                 -------
           Class   To      From       Current     Previous
           -----   --      ----       -------     --------
             A      NR      AAA       $0.00     $41,500,000
             B      NR      AA        $0.00     $20,000,000
             C      NR      A         $0.00     $12,000,000
             D      NR      BBB       $0.00      $7,500,000
             E      NR      BB        $0.00      $5,500,000
                

                           * NR -- not rated.


CHARTERWOOD ASSOCIATES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Charterwood Associates, Ltd.
        dba Tivoli Apartments
        10110 Charterwood Drive
        Houston, TX 77070

Bankruptcy Case No.: 07-32931

Type of Business: The Debtor operates an apartment complex.

Chapter 11 Petition Date: April 30, 2007

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Edward L. Rothberg, Esq.
                  Hugh Massey Ray, III, Esq.
                  Weycer Kaplan Pulaski & Zuber
                  11 Greenway Plaza, Suite 1400
                  Houston, TX 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tim Lam                          Loan                  $240,000
10A Humphreys, 4th Floor
Kowloon, Hong Kong

1818 Ventures                    Loan                  $100,000
4608 Northwest Marine Drive
Vancouver BC, Canada V6R 1B8

Appliance Warehouse              Trade Debt             $76,296
2225East Beltline Road
Suite 321
Carrollton, TX 75006

O'Connor & Associates            Trade Debt             $67,958

Time Warner Telecom              Trade Debt             $11,806

Reliant Energy                   Trade Debt             $10,010

Home Depot Credit Services       Trade Debt              $8,563

Empire Contractors               Trade Debt              $7,000

Direct TV                        Trade Debt              $6,397

ACN Energy                       Trade Debt              $5,809

RASA Floors                      Trade Debt              $5,562

Hughes                           Trade Debt              $4,565

Carpet Source Inc.               Trade Debt              $3,704

Apartment Finder                 Trade Debt              $3,489

Office Depot                     Trade Debt              $2,842

Allegiance Telecom               Trade Debt              $1,701

Z Intelligent Systems, LLC       Trade Debt              $1,575

Hi Tech Pest Control             Trade Debt              $1,553

Presto Maintenance Supply        Trade Debt              $1,425

Texas Home Group                 Trade Debt              $1,082


CIFC FUNDING: Moody's Rates $24 Million Class D Notes at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by CIFC Funding 2007-II, Ltd.:

    (1) Aaa to the $236,000,000 Class A-1-S Senior Secured
        Floating Rate Notes due April 2021;

    (2) Aaa to the $100,000,000 Class A-1-R Senior Secured
        Variable Funding Notes due April 2021;

    (3) Aaa to the $84,000,000 Class A-1-J Senior Secured Floating
        Rate Notes due April 2021;

    (4) Aa2 to the $56,500,000 Class A-2 Senior Secured Floating
        Rate Notes due April 2021;

    (5) A2 to the $35,000,000 Class B Senior Secured Deferrable
        Floating Rate Notes due April 2021;

    (6) Baa2 to the $28,000,000 Class C Senior Secured Deferrable
        Floating Rate Notes due April 2021 and

    (7) Ba2 to the $24,000,000 Class D Secured Deferrable Floating
        Rate Notes due April 2021.

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

Commercial Industrial Finance Corp. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


COMCAST CORP: Buys Cablevision's Sports Network Stakes for $570MM
-----------------------------------------------------------------
Comcast Corp will buy Cablevision Systems Corp.'s stakes in two
regional sports network for $570 million in cash, the Wall Street
Journal reports.

WSJ relates that with the acquisition, the company will own 100%
of Fox Sports Net New England and 60% of Fox Sports Net Bay Area.  
With the deal, Cablevision completed the unwinding of its sports
and entertainments assets that it holds jointly with News. Corp.

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.,
(NYSE: CVC) -- http://www.cablevision.com/-- operates as a media,
entertainment and telecommunications company in the U.S.  It has
three segments, Telecommunications Services, Rainbow, and Madison
Square Garden.  Telecommunications Services operates in cable
television business.  The Rainbow segment consists of its
interests in national programming services, regional programming
businesses, regional sports and news network business, and local
advertising sales representation business.  The Madison Square
Garden segment owns and operates professional sports teams, as
well as the MSG Networks sports programming business, and an
entertainment business.  It owns programming assets through its
Rainbow National Services LLC subsidiary, including American Movie
Classics, WE tv and Independent Film Channel.

                           About Comcast

Headquartered in Philadelphia, Pennsylvania, Comcast Corporation
(Nasdaq: CMCSA, CMCSK) -- http://www.comcast.com/-- provides   
cable, entertainment and communications products and services.  
With 24.2 million cable customers, 11.5 million high-speed
Internet customers, and 2.5 million voice customers, Comcast is
principally involved in the development, management and operation
of broadband cable networks and in the delivery of programming
content.  

Comcast's programming networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, VERSUS
(formerly OLN), G4, AZN Television, PBS KIDS Sprout, TV One and
four regional Comcast SportsNets.  Comcast also has a majority
ownership in Comcast-Spectacor, whose major holdings include the
Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA
basketball team and two large multipurpose arenas in Philadelphia.

                          *     *     *

Moody's Investors Service assigned a Ba1 rating to Comcast
Corporation's preferred stock on April 2005.


COMSTOCK HOMEBUILDING: Posts $39.8 Mil. Net Loss in Full Year 2006
------------------------------------------------------------------
Comstock Homebuilding Companies Inc. revealed results of
operations for 12 months ended Dec. 31, 2006, including a net loss
of $39.8 million, as compared with a net income of $27.6 million
for the 12 months ended Dec. 31, 2005.

Total revenue was $245.9 million for the year with $240.1 million
of revenue from homebuilding, as compared with $224.3 million with
$216.3 million of revenue derived from homebuilding for the 12
months ended Dec. 31, 2005.  This represents a 9.6% increase in
total revenue and an 11% increase in revenue from homebuilding
over the 12 months ended Dec. 31, 2005.

Balance sheet of the company at Dec. 31, 2006, showed total assets
of $517.4 million, total liabilities of $393.2 million, and
minority interest of $371,000, resulting in a total stockholders'
equity of $123.9 million.

At Dec. 31, 2006, the company had $21.3 million of unrestricted
cash on hand and $4.6 million of accounts receivable, which are
substantially comprised of settlement proceeds in transit from
settlement attorneys.  By comparison, the company had
$42.2 million of unrestricted cash on hand at Dec. 31, 2005, with
$6.4 million of accounts receivable outstanding.

At Dec. 31, 2006, the company had $295.4 million of senior and
subordinated debt, as compared with $143 million at Dec. 31, 2005.   
The company's debt to capitalization ratio at Dec. 31, 2006, was
70.5% on shareholder equity of $123.9 million, as compared with
49.6% on $145.1 million at Dec. 31, 2005.

The company delivered 940 homes during the year at an average per
unit revenue of about $259,000.

"This was a difficult year," said Christopher Clemente, chairman
and chief executive officer.  "We look forward to talking with our
investors on March 19th about our 2006 results, our progress on
bank facility modifications, status of sales and deliveries at the
Eclipse and our strategy for 2007 and beyond."

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e18

                      Fourth Quarter Results

The company posted a net loss of $28.2 million for the quarter
ended Dec. 31, 2006, as compared with a net income of $9.2 million
for the quarter ended Dec. 31, 2005.

Total revenue was $123.3 million for the quarter with $123 million
of revenue from homebuilding, of which $40 million was generated
from the sale of Carter Lake and $46.1 million from the Eclipse at
Potomac Yard, as compared with $77.2 million with $75.8 million of
revenue derived from homebuilding for the three months ended
Dec. 31, 2005.  This represents a 59.7% increase in total revenue
and a 62.3% increase in revenue from homebuilding of $77.2 million
over the three months ended Dec. 31, 2005.  The revenue generated
in the quarter related to the sale of the 30 units at Countryside
was not included in revenue from homebuilding based on the ongoing
involvement and profit participation of the company in the sellout
of units.  The revenue will be recognized as the units are
delivered through the marketing and service agreement.

For the three months ended Dec. 31, 2006, the company delivered
553 homes in the quarter at an average per unit revenue of about
$228,000, which included 259 units at the company's Carter Lake
project and the remaining 30 units at the company's Countryside
Condominiums, which were both sold to single buyers.

The company did not issue quarterly or annual guidance for 2007.

                   About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a  
diversified real estate development firm with a focus on
moderately priced for-sale residential products.  Established in
1985, Comstock builds and markets single-family homes, townhouses,
mid-rise condominiums, high-rise condominiums, mixed-use urban
communities and active adult communities.  The company currently
markets its products under the Comstock Homes brand in the
Washington, D.C., Raleigh, North Carolina, Atlanta, Georgia and
parts of the Carolinas.  Comstock develops mixed-use, urban
communities and active-adult communities under the Comstock
Communities brand.

                          *     *     *

Comstock Homebuilding Companies Inc. carries Standard & Poor's
Ratings Services' 'B+' corporate credit rating.


D&E COMMUNICATIONS: Earns $6.7 Million in Year Ended December 31
----------------------------------------------------------------
D&E Communications Inc. reported total operating revenue for the
full year 2006 was $162.1 million, as compared with $164.6 million
for the previous year.  Net income for the year was $6.7 million,
as compared with a net income of $13.7 million for 2005.  
Operating income for 2006 was $22.5 million, as compared with
operating income of $22.8 million in 2005.  

Results for 2006 included a gain on investment of $1 million as a
result of a $1 million cash payment received in December related
to advances to our international operations that had been written
off in a previous year, a loss on early extinguishment of debt of
$1.1 million, a non-cash customer relationships intangible asset
impairment loss of $1.9 million and a loss on the sale of the
Voice Systems Business of $1 million, net of tax. Results for 2005
include income of $6.4 million from the sale of the company's
direct and indirect investment in Pilicka, a gain on investment of
$2 million from the sale of our interest in PenTeleData and a
reduction of income tax expense of $400,000 due to adjusting
federal and state tax provisions for 2004 to the actual tax
returns filed in 2005.  Net income before these items was
$8.7 million for the year ended Dec. 31, 2006, as compared with
$6 million for the year ended Dec. 31, 2005.

                      Fourth Quarter Results

For the fourth quarter of 2006, the company reported total
operating revenue of $39.8 million, as compared to $41.9 million
in the fourth quarter of 2005.  Net income for the fourth quarter
was $3.5 million, as compared with a net income of $7.1 million
for the same period last year.  Operating income for the fourth
quarter of 2006 was $7.2 million compared to operating income of
$7.1 million in the fourth quarter of 2005.  

"D&E made solid progress in 2006," stated James Morozzi, D&E's
president and chief executive officer.  "We placed corporate
emphasis on broadband growth and have increased DSL/ High-speed
Internet subscribers by 41% over last year.  We have also realized
success in our CLEC's "On-Net" initiative with an increase to 30%
of our customers being served entirely on our own network at year-
end as compared to 26% On-Net at year-end 2005.  This focus on
converting existing customers to our own facilities, as well as
emphasizing customer acquisition on our network, is a key to the
profitability of our CLEC.  To that end, we expanded our network
in January 2007 with the purchase of a 26-mile fiber optic network
in the Harrisburg area and contracts with two central Pennsylvania
school districts.  In 2006, our CLEC crossed a milestone by
generating operating income for the first time."

Mr. Morozzi also noted, "We certainly realize that 2007 is a
critical year for our Systems Integration segment.  We feel that
we positioned ourselves for success in October with the sale of
the assets of our commercial voice equipment and service operation
to eCommunications Systems Corporation.  This move away from a
non-strategic business will allow us to put more focus on data,
professional and managed services which provide recurring revenue
for D&E."

As of Dec. 31, 2006, the company had total assets valued at
$510.6 million and total liabilities of $325 million, resulting in
a total stockholders' equity of $185.6 million.  The company held
cash and cash equivalents of $3.1 million as of Dec. 31, 2006,
down from $10.3 million as of Dec. 31, 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e1b

                     About D&E Communications

Based in Lancaster County, Pennsylvania, D&E Communications Inc.
(NASDAQ: DECC) -- http://www.decommunications.com/-- is an    
integrated communications provider offering high-speed data,
Internet access, local and long distance telephone, voice and data
networking, network management and security, and video services.

                          *     *     *

D&E Communications Inc. carries Moody's Investors Service Ba2 bank
loan debt rating.


DAIMLERCHRYSLER AG: UAW Doesn't Favor Magna as Chrysler's Buyer
---------------------------------------------------------------
United Auto Workers President Ron Gettelfinger has denied reports
that the union endorsed Magna International Inc. as its preferred
buyer for DaimlerChrysler AG's Chrysler Group, adding that the UAW
maintains its stand against the unit's sale, John D. Stoll writes
for Dow Jones Newswires.

According to the report, Mr. Gettelfinger explained that the
Detroit News misquoted Canadian Auto Workers representative Jerry
Dias as saying the UAW was on board with such a plan.  Mr.
Gettelfinger further said the union isn't playing favorites and
hasn't expressed support for Magna or any of Chrysler's potential
buyers.  The UAW and CAW are not affiliated although they both
represent Chrysler workers in North America.

The TCR-Europe reported on April 24 that DaimlerChrysler's top
leaders, including Chief Executive Dieter Zetsche, plans to meet
with labor groups, who plan to ask about the company's strategic
review of Chrysler and the status of talks with three other
groups, WSJ reveals.  Mr. Zetsche faces pressure from shareholders
who are concerned that Chrysler, with its

$18 billion unfunded health-care liabilities and recent operating
losses, is pulling down the company's profitable Mercedes-Benz
luxury-car business.

The UAW, however, is not taking things lying down.

"We have established what we refer to as a war room where we have
our people taking a look and monitoring every conceivable
situation at Daimler," Mr. Gettelfinger said.  "We have publicly
[and] repeatedly said that we feel like we could make the case why
DaimlerChrysler should keep the Chrysler Group."

                      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.


DAVID DEVOUT: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David DeVout
        606 Bandera Drive
        Allen, TX 75013

Bankruptcy Case No.: 07-40918

Chapter 11 Petition Date: April 30, 2007

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Total Assets: $8,000,945

Total Debts:  $7,879,736

Debtor's 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Shape Xpress                                             $470,790
c/o Harold Kestenbaum
1320 Reckson Plaza
14th Floor West Tower
Uniondale, NY 11556

Doyle Welch Enterprises                                   $16,000
1622 Pheasant Lane
Southlake, TX 76092

Williamson County Tax Office       1515 Shady Hillside     $5,000
Deborah M. Hunt                    Pass Round Rock
904 South Main Street              Texas 78664
Georgetown, TX 78626-5701

Whitney ISD                                                $4,164

Kenneth Maun                                               $3,556

Siebman Reynolds Burg & Phillips                           $3,345

Brian L. Sample                                            $2,500

De Cordova Bend States                                     $2,195

AT&T BSC Texas                                               $819

David Childs                                                 $679

First Collection Services          Collection Agent          $663
                                   Hilco Electric Corp.

Presbyterian Hospital                                        $500

White Bluff Property                                         $339
Owners Association

Precise Land Surveying                                       $330

Allstate Texas Lloyds Company                                $261

City of Dallas                                               $223

The Carlton Company                                          $123

Town of Fairview                                              $49
Water Service

City of Dallas                                            Unknown
Department of Code Compliance


DAVITA INC: Earns $76.6 Million Net Income in Quarter Ended Mar 31
------------------------------------------------------------------
DaVita Inc. reported net income of $76.6 million on net operating
revenues of $1.27 billion for the quarter ended March 31, 2007,
compared with net income of $57.5 million on net operating
revenues of $1.16 billion for the same period in fiscal 2006.

Financial and operating highlights include:

  -- For the rolling 12-months ended March 31, 2007, operating
     cash flow was $631 million and free cash flow was
     $515 million.  For the three months ended March 31, 2007,
     operating cash flow was $88 million and free cash flow was
     $61 million.
    
  -- Operating income for the three months ended March 31, 2007,     
     was $193 million, compared with operating income of
     $162 million for the three months ended March 31, 2006.
    
  -- Total treatments for the first quarter of 2007 were 3,700,271
     or 47,807 treatments per day.  Non-acquired treatment growth
     in the quarter was 4.0% over the prior year's first quarter.
    
  -- As of March 31, 2007, the company operated or provided
     administrative services at 1,308 outpatient dialysis centers
     serving approximately 104,000 patients, which includes 32
     third-party owned centers serving approximately 2,800
     patients.  During the first quarter of 2007 the company
     opened 11 new centers, discontinued providing administrative
     services to two third-party owned centers and closed one
     center.

  -- The company currently expects the annual effective tax rate
     for 2007 to be in the range of 39.0% - 40.0%.
    
  -- During the first quarter of 2007, the company issued
     $400 million of 6-5/8% senior notes due 2013, and used the
     proceeds to pay down its term loan B.  In addition, the
     company amended and restated its existing senior secured
     credit facilities to, among other things, reduce the interest
     rate margin on its term loan B by 0.50%, and change certain
     financial covenants.  The new term loan B bears interest at
     LIBOR plus 1.50%.  In connection with these transactions, the
     company wrote-off deferred financing costs and other costs
     totaling approximately $4.4 million, which is included in
     debt expense, representing an after-tax amount of
     $2.7 million.

At March 31, 2007, the company's balance sheet showed
$6.53 billion in total assets, $5.05 billion in total liabilities,
$127.5 million in minority interests, and $1.35 billion in total
shareholders' equity.

                         About DaVita Inc.

Headquartered in El Segundo, Calif., DaVita Inc. (NYSE: DVA)
-- http://www.davita.com/-- provides dialysis services for   
patients suffering from chronic kidney failure.  It provides
services at kidney dialysis centers and home peritoneal dialysis
programs domestically in 41 states, as well as Washington, D.C.  
As of Dec. 31, 2006, DaVita operated or managed over 1,300
outpatient facilities serving approximately 103,000 patients.

                          *      *      *

As reported in the Troubled Company Reporter on April 16, 2007,
Fitch Ratings revised its Rating Outlook for DaVita Inc. to
Positive from Stable.  In addition, Fitch affirmed DaVita's
ratings:

    - Issuer Default Rating (IDR) 'B+'
    - Bank credit facility 'BB/RR2'
    - Senior subordinated notes 'B-/RR6'
    - Senior unsecured notes 'B/RR5'


DELTA AIR: Emerges from Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Delta Air Lines disclosed yesterday in a regulatory filing with
the Securities and Exchange Commission that it has emerged from
Chapter 11 following a successful and efficient 19-month
restructuring.

Delta says it has fundamentally transformed its business and is
positioned to emerge as a top-tier performer financially and
operationally.  

Among its restructuring accomplishments, Delta points out that the
company:

   * completed a comprehensive transformation plan one year ahead
     of schedule, delivering $3 billion in annual financial
     improvements;

   * reported four consecutive quarters of operating profits, with
     $155 million in operating profit in the first quarter of
     2007;

   * achieved the lowest mainline non-fuel CASM (excluding special
     items) of the network carriers in 2006;

   * reduced the revenue gap with the industry - Delta's length of
     haul adjusted PRASM was 95 percent of the industry average in
     the first quarter of 2007 - up from 87 percent for the same
     quarter in 2005; and

   * is projected to reduce debt by more than 50%, from
     $16.9 billion at June 30, 2005, to a projected $7.6 billion
     at the end of 2007.

In celebrating the company's recent achievements, Delta Chief
Executive Officer Gerald Grinstein said:  "This is a great day in
Delta's history -- a day that would not have been possible without
the hard work and sacrifice of Delta people around the world.  
Through our restructuring we have successfully repaired our
balance sheet, improved the customer experience, expanded our
international route system and built a platform for future
success. Delta is now a fierce competitor in a tough industry and
we are confident that we will reclaim our rightful place as an
industry leader."

"Emergence from bankruptcy is not the end of a journey;
instead, it is the beginning of a new and prosperous era at
Delta.  Many challenges are ahead - and, thanks to our successful
restructuring, we are stronger and better positioned to meet
them," Mr. Grinstein continued.

The U.S. Bankruptcy Court for the Southern District of New York
approved Delta's exit from bankruptcy on April 25 when it entered
an order confirming Delta's Plan of Reorganization.  To conclude
the exit process, Delta will close on a $2.5 billion exit
financing facility that will be used to repay the company's
$2.1 billion debtor-in-possession credit facilities led by GE
Capital and American Express, to make other payments required upon
exit from bankruptcy, and to increase its already strong liquidity
position.

The exit facility was co-led by ten financial institutions -
JPMorgan, Goldman Sachs & Co., Merrill Lynch, Lehman Brothers,
UBS, Barclays Capital, Royal Bank of Scotland, CIT, Credit Suisse
and Calyon - and consists of an industry leading $1 billion
first-lien revolving credit facility, a $600 million first-lien
synthetic revolving facility, and a $900 million second-lien Term
Loan B.  The facility is secured by substantially all of the
first-priority collateral in the previous debtor-in-possession
facilities.

Delta's restructuring success builds on more than five years of
change at Delta that has delivered more than $8 billion in annual
cost and revenue improvements to the company.

"Rather than simply cut costs, Delta used the Chapter 11 process
to completely transform every aspect of our business and create a
platform for long-term success that will enable us to weather
future volatility in the airline industry," said Edward Bastian,
Delta's chief financial officer.  "With a best-in-class cost
structure, improving revenue performance and a strong financial
foundation, we are exiting Chapter 11 in a position of strength
and are ready to build on this momentum."

Delta's operational improvements have focused on enhancing the
customer experience and creating a stronger, more balanced network
as a result of the addition of more than 60 new international
routes.

"In just over 19 months we have undertaken the largest
international expansion in Delta's history," said Jim Whitehurst,
Delta's chief operating officer.  "[Yester]day, Delta takes
customers to more places than any other airline and is the leading
carrier between the U.S. and trans-Atlantic destinations.

"Even in the midst of our turnaround, our employees continued to
focus on the customer and the operation. Delta employees delivered
stellar performance in on-time arrivals and customer service last
year.  In fact, Delta ranked in the top two in the 2006 J.D. Power
North America Airline Satisfaction Study," continued Mr.
Whitehurst.

In accordance with Delta's prior announcements and as required by
the Plan of Reorganization approved by the Bankruptcy Court,
Delta's pre-plan common stock will be cancelled.  Holders of the
pre-plan common stock will not receive a distribution of any kind
under the Plan of Reorganization.

The company will issue new shares of Delta common stock in payment
of bankruptcy claims and as part of a post-emergence compensation
program for Delta employees.  These new shares will be issued in
early May 2007.  The new shares have been approved for listing on
the New York Stock Exchange.  Trading on the NYSE commenced
April 26, 2007, on a "when issued" basis, and "regular way"
trading is anticipated to begin on May 3, 2007 under the symbol
DAL.

                         About Delta Air

Headquartered in Atlanta, Georgia, 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.  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.


DRESDNER RCM: Good Credit Quality Cues Moody's to Upgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these
classes of notes issued by Dresdner RCM Global Investors CBO II,
Ltd., a collateralized debt obligation lender:

    (1) The $12,000,000 Class A-2A Senior Floating Rate Notes Due
        November 10, 2012

        Prior Rating: Aa1

        Current Rating: Aaa

    (2) The $10,000,000 Class A-2B Senior Fixed Rate Notes Due
        November 10, 2012

        Prior Rating: Aa1

        Current Rating: Aaa

    (3) The $10,000,000 Class B-1 Senior Subordinate Floating Rate
        Notes Due November 10, 2012

        Prior Rating: Baa2 (on watch for possible upgrade)

        Current Rating: Aa2

    (4) The $15,000,000 Class B-2 Senior Subordinate Fixed Rate
        Notes Due November 10, 2012

        Prior Rating: Baa2 (on watch for possible upgrade)

        Current Rating: Aa2

    (5) The $12,000,000 Class B-3 Senior Subordinate Notes Due
        November 10, 2012

        Prior Rating: Baa2 (on watch for possible upgrade)

        Current Rating: Aa2

    (6) The $5,500,000 Class C Subordinate Fixed Rate Notes Due
        November 10, 2012

        Prior Rating: Ba2

        Current Rating: A3

Moody's noted that the rating action was due to an improvement in
the credit quality of the transaction's underlying portfolio.


EVERGREEN HOMES: Case Summary & 58 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Evergreen Homes, L.L.C.
             611 West Market Street
             Akron, OH 44303
             fdba Summit Redevelopment Co.

Bankruptcy Case No.: 07-51261

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Evergreen Investment Corporation           07-51262
      Evergreen Builders, L.L.C.                 07-51263

Type of Business: The Debtor is an urban residential developer.  
                  See http://www.evergreenhomesllc.com/

Chapter 11 Petition Date: April 29, 2007

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtors' Counsel: Howard E. Mentzer, Esq.
                  1 Cascade Plaza, Suite 1445
                  Akron, OH 44308
                  Tel: (330) 376-7500

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

A. Evergreen Homes, LLC's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dana Humphreys                   804 West Market       $120,000      
4310 Wickliffe Drive             Street, Akron,
Barberton, OH 44203              Ohio- vacant landlord
                                 commercial

                                 522 White Trail,      $100,000
                                 Canton, Ohio-
                                 vacant lot -
                                 property sold April
                                 20, 2006 without
                                 satisfying lien

Harley & Carol Kastner           Summit County         $158,000
3771 Edinburg Drive              Common Pleas
Uniontown, OH 44685              Court, Summit
                                 County, Ohio
                                 Case No. 2006-09-
                                 5563

Terry & M. Nick Harbarger        Summit County         $100,000
5180 Greenwich Road              Common Pleas
Seville, OH 44273                Court, Summit
                                 County, Ohio
                                 Case No. 2006-09-
                                 5563

F.G. Ayers, Inc.                 trade debt- home       $84,754
                                 building

Raycom Media/WUAB TV             trade debt-            $83,390
                                 advertising

John A. Donofrio                 real estate            $63,583
                                 taxes- see
                                 attached
                                 schedule 10.4

First Merit Bank, N.A.           2873 South Main        $51,100
                                 Street, Akron,
                                 Ohio (sold on land
                                 contract- Taylor);
                                 value of security:
                                 $56,580; value of
                                 senior lien:
                                 $50,000

Time Warner Cable Ad Sales       trade debt-            $49,784
                                 advertising

First Merit Bancard Center       credit cards           $35,366
                                 4194810020010278
                                 4194810020010286
                                 4194810020010294
                                 4194810020010310
                                 4194810020010328
                                 4194810020010336
                                 4194810020011573

Westfield Insurance Company      insurance              $31,595

Roetzel and Andress              legal services         $29,673

2722 Fulton, Ltd.                rent                   $26,072

WOIO-TV                          trade debt-            $20,540
                                 advertising

Joe & Catherine Cannata          rent                   $17,500

Cuyahoga County Treasurer                               $17,601

Gary D. Ziegler                  taxes                  $13,345

R.E.M. Architects                trade debt             $11,487

Dominion East Ohio               utilities              $11,297

B. Evergreen Investment Corp's 20 Largest Unsecured Creditors:
      
   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Evelyn Valentine                 investors/            $258,000
10106 McCallum                   certificate
Alliance, OH 44601               holder

Charles Berringer, Trustee       investors/            $175,000
2510 Brice Road                  certificate
Akron, OH 44313                  holder

Samuel Schott                    investors/            $173,000
2225 Lee Drive                   certificate
Akron, OH 44306                  holder

Sanford & Marjorie Speicher      investors/            $165,000
                                 certificate
                                 holder

Harley & Carol Kastner           investors/            $158,000
                                 certificate
                                 holder

J.A. & Eleanor Shaeffer          investors/            $156,400
                                 certificate
                                 holder

Steve Rufener                    investors/            $150,000
                                 certificate
                                 holder

William Materna                  investors/            $140,000
                                 certificate
                                 holder

Bernard Wolak                    investors/            $135,000
                                 certificate
                                 holder

Jerry & Mary Reed                investors/            $130,000
                                 certificate
                                 holder

Paul Balazek                     investors/            $125,000
                                 certificate
                                 holder

Richard or Helen Beichler        investors/            $125,000
                                 certificate
                                 holder

Palmer Wetzel                    investors/            $125,000
                                 certificate
                                 holder

Charlotte Welever                investors/            $120,000
                                 certificate
                                 holder

Jacob F. or Della R. Hough       investors/            $113,000
                                 certificate
                                 holder

Terry & Pebble Seller            investors/            $111,000
                                 certificate
                                 holder

Jerry & Meredith Selby           investors/            $110,000
                                 certificate
                                 holder

Terry Kiko                       investors/            $108,000
                                 certificate
                                 holder

Randall or Kathy Krabill         investors/            $106,000
                                 certificate
                                 holder

Lawrence Peelman                 investors/            $102,900
                                 certificate
                                 holder

C. Evergreen Builders, LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ed Schory & Son Co.              trade debt            $134,456
5177 Louisville Street
Northeast
Louisville, OH 44624

Carter-Jones                     trade debt            $125,840
P.O. Box 40
Kent, OH 44240-0001

Holmes Siding Contractors        trade debt             $50,046

E.T. Construction Troyer         trade debt             $45,234
Construction

Roman Plumbing                   trade debt             $34,018

Alfieri Brothers Materials       trade debt             $23,664
Supply Co.

Maddern Electric, Inc.           trade debt             $21,993

Crown Heating & Cooling, Inc.    trade debt             $20,187

84 Lumber Company                trade debt             $19,489


Site Works Construction          trade debt             $19,198

Groundsource Excavating          trade debt             $17,580

Hartville Redi-Mix, Inc.         Stark County,          $16,042
                                 Common Pleas
                                 Court, Case No.
                                 2006 CV03040
                                 Summit County,
                                 Common Pleas
                                 Court, Case No.
                                 J2007-2760

Westfield Insurance Co.          liability              $14,492
                                 insurance

Stahl Excavating, L.L.C.         trade debt             $14,413

John M. Miller $ Sons            trade debt             $13,504
Construction

Medina Supply Company            trade debt             $12,974

M.D. Concrete, Inc.              trade debt             $10,964

Robertson                        trade debt             $10,991

H&E Construction                 trade debt             $10,400

Jerry's Trucking & Excavating    consent judgment       $10,245
                                 in Canton
                                 Municipal Court
                                 Case No. 2006 CVF
                                 6932


FIRST FRANKLIN: Moody's Cuts Ratings on Seven Certificates
----------------------------------------------------------
Moody's Investors Service downgraded seven certificates from four
transactions issued in 2004 by First Franklin Mortgage Loan Trust.
The transactions are backed by first lien, adjustable and fixed
rate subprime mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Downgrade:

Issuer: First Franklin Mortgage Loan Trust, 2004-FFH1

    * Class M-7, downgraded to Ba1 from Baa1;
    * Class M-8, downgraded to B2 from Baa2;
    * Class M-9, downgraded to Caa1 from Baa3.

Issuer: First Franklin Mortgage Loan Trust, 2004-FFH2

    * Class B-1, downgraded to B2 from Ba1;
    * Class B-2, downgraded to Caa1 from Ba2.

Issuer: First Franklin Mortgage Loan Trust, 2004-FFH3

    * Class B-2, downgraded to B3 from Ba1.

Issuer: First Franklin Mortgage Loan Trust, 2004-FFH4

    * Class B-2, downgraded to B1 from Ba3.


FORSTER DRILLING: Posts $838,243 Net Loss in Quarter Ended Feb. 28
------------------------------------------------------------------
Forster Drilling Corporation reported a net loss of $838,243 for
the first quarter ended Feb. 28, 2007, compared with a net loss of
$225,809 for the same period ended Feb. 28, 2006.

Revenues increased from $266,000 to $1,430,880 for the three
months ended February 28, 2007, as a result of contract drilling
operations.

Total operating expenses increased from $359,252 to $1.8 million  
for the three months ended Feb. 28, 2007, reflecting increased
business operations in the field and in the corporate office.  Rig
refurbishment and related expenses decreased from $129,685 to
$51,883.  Consulting and professional fees increased from $0 to
$434,757.  Other general and administrative expenses increased
from $226,777 to $603,996, as a result of contract drilling
operations.

At Nov. 30, 2006, the company's balance sheet showed $10 million
in total assets, $6.4 million in total liabilities and
$3.6 million in total stockholders' equity.

The company's balance sheet at Nov. 30, 2006, also showed strained
liquidity with $237,459 in total current assets available to pay
$4,813,112 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2006, are available for
free at http://researcharchives.com/t/s?1e15

                       Going Concern Doubt

John M. James CPA, in Houston, expressed substantial doubt about
Forster Drilling Corporation's ability to continue as a going
concern after auditing the company's consolidted financial
statements for the year ended Nov. 30, 2006.  Mr. James pointed to
the company's recurring losses from operations.

                      About Forster Drilling

Headquartered in Houston, Forster Drilling Corporation (OTC BB:
FODL.OB) -- http://www.forsterdrilling.com/--is engaged in  
providing contract drilling services to independent oil and gas
exploration and production companies, acquiring and rebuilding
rotary drilling rigs and manufacturing major rig components, and
exploring for, development, production, and sale of oil and
natural gas.  Forster Drilling recently entered into a multi-well
daywork contract with Ridgeway Petroleum Corporation of Houston to
drill wells in the St. John Field.  The St. John Field located in
Eastern Arizona and Western New Mexico is the largest known
undeveloped CO2 resource in North America.


FOUR SEASONS: Court Approves Plan of Arrangement for Privatization
------------------------------------------------------------------
Four Seasons Hotels Inc. disclosed that the Ontario Superior Court
of Justice has issued a final order approving the plan of
arrangement pursuant to Four Seasons be taken private by
affiliates of Cascade Investment L.L.C., Kingdom Hotels
International, and Isadore Sharp.

Under the terms of the transaction, which remains subject to the
satisfaction or waiver of conditions specified in the acquisition
agreement, including Ministerial approval under the Investment
Canada Act, holders of Limited Voting Shares will receive $82 cash
per share.

As reported in the Troubled Company Reporter on Nov. 21, 2006, the
company received an offer to take Four Seasons private at $82 per
share, or an enterprise value of $3.7 billion.   The proposed
capital structure included $750 million in debt financing and the
contribution of new equity into the company, net of the company's
existing cash balances.

The offer to purchase Four Seasons was received from CEO Isador
Sharp and Triples Holdings Limited, the controlling shareholder
in Four Seasons, together with Kingdom Hotels International,
which is owned by Prince Alwaleed Bin Talal Bin Abdulaziz
Alsaud, and Cascade Invesment LLC, which is owned by Bill Gates.   
Four Seasons' board has established a committee of directors to
consider the proposed transaction.
    
The company anticipated that the transaction would be completed
early in the second quarter of 2007.

                  About Four Seasons Hotel Inc.

Headquartered in Ontario, Canada, Four Seasons Hotel Inc. (TSX
Symbol "FSH"; NYSE Symbol "FS") -- http://www.fourseasons.com/--  
has followed a targeted course of expansion, opening hotels in
major city centers and desirable resort destinations around the
world.  Founded in 1960, the company currently has 74 hotels in
Thailand, the United Kingdom, and Costa Rica and 28 other
countries, and more than 25 properties under development, Four
Seasons will continue the hospitality industry with innovative
enhancements, making business travel easier and leisure travel
more rewarding.


FTS GROUP: Recurring Losses Cue Bassie & Co.'s Going Concern Doubt
------------------------------------------------------------------
Bassie & Co., in Houston, Texas, raised substantial doubt the
ability of FTS Group Inc. to continue as a going concern citing
the company's recurring losses after auditing the company's
financial statements for the years ended Dec. 31, 2006, and 2005.  

The company had net income of $1,231,367 for the fiscal year ended
Dec. 31, 2006, as compared with net loss of $3,627,067 for the
fiscal year ended Dec. 31, 2005.  The increase in net income was
primarily due to increased sales at FTS Wireless and improved
overall operating conditions at FTS Wireless during the year ended
Dec. 31, 2006.  The addition of the operations of See World
Satellites Inc. not included in the prior years' operating results
and an income benefit from the valuation of outstanding
derivatives of $1,400,902 also contributed to the increase in net
income.

Consolidated sales revenues for the year ended Dec.31, 2006,
increased $5,367,345 to $6,678,076, as compared with $1,310,731
for the year ended Dec. 31, 2005.  The increase in sales revenues
was primarily related to the acquisition and development of new
stores and opening of new retail outlets.

As of Dec. 31, 2006, the company had total assets of $6,719,323
and total liabilities of $5,065,106, resulting in a total
stockholders' equity of $1,654,217.  It had an accumulated deficit
of $10,704,226 as of Dec. 31, 2006.

The company reported strained liquidity as of Dec. 31, 2006.  Its
total current assets decreased to $866,501 as of Dec. 31, 2006,
versus $1,323,143 as of Dec. 31, 2005, while its total current
liabilities increased to $3,612,067 as of Dec. 31, 2006, from
$1,331,996 as of Dec. 31, 2005.  

Current assets consisted of $115,056 of cash, $130,025 of accounts
receivable, $373,734 of inventories and $247,686 of prepaid
expenses and current assets.  Total assets increased to $6,719,323
versus $1,974,495 as of Dec. 31, 2005.  Current liabilities
consisted of $1,820,215 current portion of notes payable to
related parties, net of discount, $1,238,321 of convertible
debentures-current portion, $548,707 of accounts payable and
accrued expenses and $4,824 of current installment of long term
debt-equipment loans.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e25

                          About FTS Group

FTS Group Inc. (OTCBB: FLIP) -- http://www.ftsgroup.com/--  
develops and acquires businesses primarily in the wireless
industry.  Through FTS Wireless Inc., a wholly owned subsidiary,
the company acquires and develops a chain of retail wireless
locations in the Gulf Coast market of Florida.


FURNITURE DIRECT: Files for Bankruptcy; Customers Won't Get Orders
------------------------------------------------------------------
Furniture Direct and Home Fashion Market have filed for
bankruptcy, The Record reports citing the companies' bankruptcy
trustee BDO Dunwoody LLP.

The report quotes Susan Taves, of BDO Dunwoody, as saying that
that it is unlikely that they would be able to fill orders by
customers who have already made deposits.  Around 3,000 people
will probably never get furniture that they have paid for or put
deposits down, Ms. Taves adds.

According to the report, customers whose furniture orders are not
in the store yet will become creditors and will be mailed a
creditor's notice.

Further information on the companies' bankruptcy is available at:

                 http://www.bdo.ca/furniture/


GERALD MATTICKS: Declares Bankruptcy Due to Unpaid Taxes
--------------------------------------------------------
Gerald Matticks has declared bankruptcy, The Gazette reports
citing the Journal de Montreal.  Mr. Matticks is a member of the
West End Gang and is currently serving a 12-year prison sentence.

According to the report, Mr. Matticks owes the Quebec government
$8 million in unpaid income tax and GST while he owes the federal
governement $2.3 million.  The amounts were calculated from
profits Mr. Matticks is alleged to have earned from illegal
activities, the report adds citing Solange de Billy-Tremblay, the
agent in the case.

The government plans to get the money back by seizing five
buildings Mr. Mattick owns, the report relates.


GLASSMASTER CO: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Glassmaster Company
        126 Glassmaster Road
        Lexington, SC 29072

Bankruptcy Case No.: 07-02242

Type of Business: The Debtor is active in polymer filaments,
                  flexible control cables, switch panels,
                  electronic test equipment, and mudular composite
                  framework.  See http://www.glassmaster.com/

Chapter 11 Petition Date: April 27, 2007

Court: District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: Robert Frank Anderson, Esq.
                  Anderson & Associates, P.A.
                  P.O. Box 76
                  Columbia, SC 29202-0076
                  Tel: (803) 252-8600
                  Fax: (803) 256-0950

Total Assets: $10,066,068

Total Debts:   $8,997,367

Debtor's 14 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Melvin Chavis                                          $300,000
1113 Lindler Drive
West Columbia, SC 29169

Dupont Co.                                             $237,494
P.O. Box 905552
Charloote, NC 28290-5552

E.M.S.-Grivory                                         $236,959
P.O. Box 751609
Charlotte, NC 28275

Kathryn B. Trewhella                                   $200,000

George Husong                                          $200,000

Stephen Trewhella, Sr.                                 $150,000

Sonoco Crellin                                         $109,567

Custom Resins                                          $105,030

County of Lexington                                    $105,003

John & Virginia Husong                                 $100,000

Prime Polymer Services                                  $94,077

Equivalent Performance Polymers                         $84,778

American Express                                        $84,164

Rhodia Polyamide Corporation                            $69,815


GSMPS MORTGAGE: Moody's Cuts Rating on Class B4 & B5 Certificates
-----------------------------------------------------------------
Moody's Investors Service has downgraded two certificates and
confirmed the rating of one certificate from a GSMPS Mortgage
deal, issued in 2003.  The transaction consists of a
securitization of FHA insured and VA guaranteed re-performing
loans virtually all of which were repurchased from GNMA pools.  
The insurance covers a large percentage of any losses incurred as
a result of borrower defaults.

The two most subordinate certificates from the GSMPS 2003-1
transaction have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  Currently there is only a small amount of
credit enhancement for the transaction in the form a subordinate
bond.

The one mezzanine certificate rating is being confirmed because
credit enhancement levels are sufficient compared to the current
projected loss numbers for the current rating level.

Complete rating actions are:

Issuer: GSMPS Mortgage Loan Trust

Downgrades:

    * Series 2003-1; Class B4, downgraded to Ba3 from Ba2;

    * Series 2003-1; Class B5, downgraded to Ca from B2.

Confirmed:

    * Series 2003-1; Class B3, current rating Baa2 rating
      confirmed.


GSRPM MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by GSRPM Mortgage Loan Trust 2007-1 and
ratings ranging from Aa2 to Ba1 to the subordinate certificates in
the transaction.

The securitization is backed by performing and re-performing
mortgages purchased from Bank of America, National Association,
Mortgage Lenders Network USA, Inc., Ameriquest Mortgage Company,
Freemont Investment & Loan and others.  The ratings are based
primarily on the credit quality of the loans and on protection
against credit losses by subordination, excess interest, and
overcollateralization.  The ratings also benefit from an interest-
rate swap agreement and an interest-rate cap agreement both
provided by Goldman Sachs Mitsui Marine Derivative Products, L.P.
Moody's expects collateral losses to range from 14.95% to 15.45%.

Ocwen Loan Servicing, LLC (SQ2-), Washington Mutual Bank (SQ2)
subprime, Well Fargo Bank, N.A. (SQ1) subprime, Bank of America,
National Association, and Avelo Mortgage, L.L.C. will service the
loans.  JPMorgan Chase Bank, N.A. will act as the master servicer.

The complete rating actions are:

Issuer: GSRPM Mortgage Loan Trust 2007-1

    * Cl. A, Assigned Aaa
    * Cl. M-1, Assigned Aa2
    * Cl. M-2, Assigned A2
    * Cl. B-1, Assigned Baa1
    * Cl. B-2, Assigned Baa2
    * Cl. B-3, Assigned Baa3
    * Cl. B-4, Assigned Ba1


HALCYON LOAN: Moody's Rates $15.5 Million Class D Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned these ratings to notes
issued by Halcyon Loan Investors CLO II, Ltd., a collateral loan
obligation:

    (1) Aaa to the $270,500,000 Class A-1-S Senior Secured
        Floating Rate Notes due 2021

    (2) Aa1 to the $30,250,000 Class A-1-J Senior Secured Floating
        Rate Notes due 2021

    (3) Aa2 to the $23,000,000 Class A-2 Senior Secured Floating
        Rate Notes due 2021

    (4) A2 to the $18,500,000 Class B Senior Secured Deferrable
        Floating Rate Notes due 2021

     (5) Baa2 to the U.S. $21,750,000 Class C Senior Secured
        Deferrable Floating Rate Notes due 2021

    (6) Ba2 to the U.S. $15,500,000 Class D Secured Deferrable
        Floating Rate Notes due 2021

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

Halcyon Loan Investors, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


HAMILTON BEACH: S&P Rates Proposed $125 Million Sr. Term Loan at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Glen Allen, Virginia-based small appliance
manufacturer Hamilton Beach Inc.  The outlook is stable.  At the
same time, Standard & Poor's assigned its 'B' bank loan and '4'
recovery ratings to the company's proposed $125 million senior
secured term loan B, indicating that lenders can expect marginal
(25%-50%) recovery of principal in the event of a payment default.

Hamilton Beach/Proctor-Silex Inc., the company's wholly owned
subsidiary, is the borrower of the term loan facility.  For
analytical purposes, Standard & Poor's views Hamilton Beach Inc.
and Hamilton Beach/Proctor-Silex Inc. as one economic entity.  All
ratings are based on preliminary offering statements and are
subject to review upon final documentation.
     
"The ratings on Hamilton Beach reflect the company's narrow
business focus, participation in the highly competitive small
appliance industry, customer concentration, and aggressively
leveraged financial profile," said Standard & Poor's credit
analyst Bea Chiem.
     
Hamilton Beach is a leading designer, marketer, and distributor of
small electric kitchen and household appliances.  Its products are
branded primarily under the Hamilton Beach and Proctor-Silex
brands, and are marketed primarily to retail merchants and
wholesale distributors.


HAMILTON BEACH: Moody's Puts Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service assigned Hamilton Beach, Inc. a B1
corporate family rating and Hamilton Beach/Proctor-Silex, Inc. a
B1 senior secured term loan B rating.

Proceeds from the new $125 million term loan B will be used to pay
a one-time dividend to NACCO Industries, Inc. in an amount not to
exceed $110.0 million, refinance a portion of the company's asset
based revolver and pay associated fees and expenses.  The outlook
is stable.  The ratings assigned are subject to review of final
documentation, with no material change to the terms and conditions
of the facility and transaction as presented to Moody's.

HBPS is currently a wholly owned subsidiary of NACCO.  NACCO
intends to spin-off 100% of its HBPS business to existing NACCO
stockholders by the end of June 2007, with HBPS paying a $110
million cash dividend to NACCO prior to the spin-off.  Following
the spin off, HBPS will be a wholly-owned subsidiary of Hamilton
Beach, Inc. (parent of HBPS).  Hamilton Beach, Inc. will apply to
list its Class A common stock on the New York Stock Exchange.

Moody's B1 rating reflects the company's limited scale in the
highly competitive small appliance industry, moderate brand
strength with the Hamilton Beach name and high customer
concentration.  The ratings also reflect initial leverage,
measured as debt/EBITDA, of approximately 4.0x based on 2006
results pro forma for the new debt (excluding one time items) and
EBITDA/interest of approximately 4.9x.  HBPS has had a successful
track record in recent years in terms of improving its operating
margins through new product innovation and focus on improving its
cost position.

The rating outlook is stable as HBPS is expected to maintain
operating margin stability and to utilize free cash flow to reduce
debt.

HBPS currently maintains a $115 million asset based revolver (ABL)
(not rated by Moody's) which has 1st lien on accounts receivable
and inventory and a second on T/L B 1st lien collateral.  The term
loan's B1 rating its LGD-3 (31%) loss given default assessment as
this facility is secured by a 1st lien on all assets other than
accounts receivable and inventory and a 2nd lien on ABL 1st lien
collateral and the B2 probability of default rating.

These ratings were assigned:

Hamilton Beach, Inc.:

    * Corporate Family Rating at B1
    * Probability of Default Rating at B2

Hamilton Beach/Proctor-Silex, Inc.:

    * Secured Term Loan B at B1
    * Secured Term Loan B LGD Assessment -- LGD 3 (31%)

Hamilton Beach/Proctor-Silex, headquartered in Glen Allen,
Virginia, is a designer, marketer and distributor of small
electric kitchen and household appliances, as well as commercial
products for restaurants, bars and hotels, primarily under the
"Hamilton Beach" and "Proctor Silex" brand names.  Revenue for
Hamilton Beach/Proctor-Silex in fiscal 2006 was approximately
$547 million.


HANGER ORTHOPEDIC: Good Performance Cues Moody's to Up All Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded all the ratings of Hanger
Orthopedic Group, Inc. and kept the outlook at stable.

Moody's upgraded these ratings:

    - $75 million senior secured revolver due 2011 to Ba3
      (LGD2, 26%) from B1 (LGD2, 25%);

    - $230 million senior secured term loan due 2013 to Ba3
      (LGD2, 26%) from B1 (LGD2, 25%);

    - $175 million unsecured notes due 2014 to Caa1 (LGD5, 81%)
      from Caa2 (LGD5, 80%);

    - Corporate Family Rating to B2 from B3;

    - Probability of Default Rating to B2 from B3;

The upgrade in the Corporate Family Rating primarily reflects the
improvement in operating performance resulting in improved credit
metrics (all figures in accordance with Moody's standard
analytical adjustments).  Debt/EBITDA has decreased to
approximately 5.5 times at the end of 2006 from 6.0 times at the
end of 2005 and interest coverage measured as EBIT/Interest
expense has improved to 1.5 times from 1.3 times over that same
period.

The key factors constraining the B2 CFR are Hanger's high
leverage, weak free cash flow, modest revenue growth trends and
unfavorable though improving reimbursement environment.

The stable outlook reflects Moody's expectation that the company
will benefit from a better reimbursement environment in 2007 as
the freeze in Medicare reimbursement levels for all orthopedic and
prosthetic services ended at the end of 2006.  Hanger should be
able to maintain its improved credit metrics as a result of
stabilization in top-line revenue and cash flow generation.

Hanger Orthopedic Group, Inc., headquartered in Bethesda, MD, is
the leading provider of orthotic and prosthetic patient-care
services. The company owns and operates 618 patient care centers
in 45 states including the District of Columbia.  For the twelve
months ended December 31, 2006, the company recognized revenue of
approximately $599 million.


HARMAN INTERNATIONAL: Inks Merger Agreement with KHI Parent
-----------------------------------------------------------
Harman International Industries Incorporated entered into an
Agreement and Plan of Merger with KHI Parent Inc. and its wholly
owned subsidiary KHI Merger Sub Inc.

In the merger agreement, each outstanding share of Harman common
stock, other than any shares held by Harman or KHI Parent, will
be converted into the right to receive $120 in cash, without
interest.  Holders of Company common stock will have the right to
elect to receive in lieu of cash, common stock of Parent, at a 1:1
ratio, up to a maximum of 8,333,333 shares in the aggregate.  If
Company stockholders elect to receive more than 8,333,333 shares,
in the aggregate, then the 8,333,333 shares of Parent common stock
will be allocated to electing stockholders on a pro-rated basis.

If proration is necessary, Harman stockholders will receive the
Cash Election Price for any of their shares of Harman common stock
that are not converted in the Merger into KHI Parent common stock.  
Holders of Harman stock options issued under Harman's benefit
plans will have the ability to participate in the same election
for KHI Parent common stock.

KHI Parent common stock issued in the Merger to electing
stockholders is not required under the Merger Agreement to be
listed on any stock exchange.  KHI Parent has agreed to file the
reports specified in Section 13(a) of the Securities and Exchange
Act of 1934 and the rules thereunder for a period of 2 years
following the Merger closing.  No Harman stockholder will be
required to elect to receive Parent common stock for their shares
in lieu of cash.  At the request of the Sponsors, Dr. Sidney
Harman, Harman's Executive Chairman and Chief Executive Officer,
has agreed to elect to receive KHI Parent shares in exchange for
at least 1,700,000 shares of Harman Common Stock he beneficially
owns, subject to the same proration as is applicable to all other
electing Harman stockholders and option holders.

The Board of Directors of Harman has unanimously determined
that the Merger is in the best interests of Harman and its
stockholders, and declared advisable, to enter into the Merger
Agreement, approved the Merger Agreement and resolved to recommend
adoption of the Merger Agreement by Harman stockholders.

The closing of the Merger is subject to customary closing
conditions, including adoption of the Merger Agreement by Harman's
stockholders and antitrust clearance.  Closing is not subject to
any financing condition but the closing may be delayed in certain
circumstances to facilitate financing.  The merger is expected to
be completed in the third calendar quarter of 2007.

The Merger Agreement contains a "go-shop" provision pursuant
to which Harman has the right to solicit and engage in discussions
and negotiations with respect to competing proposals through
June 15, 2007.  After that date, Harman may continue discussions
with any "Excluded Party", defined as a party that submits a
written proposal during the go-shop period that Harman's Board of
Directors:

   a. believes in good faith to be bona fide; and

   b. determines in good faith, after consultation with its
      independent financial advisors and outside counsel, is or
      could reasonably be expected to result in a "Superior
      Proposal."

Before the Merger Agreement is approved by stockholders of Harman,
Harman may terminate the Merger Agreement to enter into a Superior
Proposal, provided that Harman complies with the requirements
under the Merger Agreement, including, among other things, giving
three business days' advance notice to KHI Parent and taking into
account adjustments, if any, offered by KHi.  If Harman so
terminates the Merger Agreement in connection with a Superior
Proposal submitted by an Excluded Party, Harman must pay a fee of
$75 million to Parent.

After June 15, 2007, Harman is subject to further restrictions on
its ability to solicit third-party proposals, provide information
and engage in discussions with third parties other than continuing
Excluded Parties.  Harman may, in accordance with the requirements
of the Merger Agreement, only provide information and participate
in discussions with respect to unsolicited third-party proposals
submitted after June 15, 2007, that the Board of Directors of
Harman:

     a. believes in good faith to be bona fide;

     b. determines in good faith, after consultation with its
        independent financial advisors and outside counsel, is or
        could reasonably be expected to result in a Superior
        Proposal; and

     c. after consultation with outside counsel, determines in
        good faith that the failure to take such action could
        violate its fiduciary duties under applicable law.

If Harman terminates the Merger Agreement in connection with a
Superior Proposal that is not submitted by an Excluded Party, the
Company must pay a fee of $225 million to KHI Parent.

The $225 million fee payable by Harman to KHI Parent is also
payable in other limited circumstances involving a competing
proposal and termination of the Merger Agreement.  In certain
other circumstances where the Merger Agreement is terminated and
no competing offer is involved, Harman must reimburse KHI Parent
for its expenses not to exceed $20 million.

The Merger Agreement provides that KHI Parent will pay to the
Company a fee of $225 million upon termination of the Merger
Agreement under circumstances in which KHI Parent has breached
certain of its representations, warranties, obligations or
agreements contained in the Merger Agreement or where the Merger
is not completed within the specified time period and other
conditions to closing have been satisfied.  Upon such termination,
Parent must pay the Company a $225 million fee, and payment of
this fee is liquidated damages and the Harman's sole recourse
against KHI Parent and its affiliates under the Merger Agreement.  
Affiliated funds of KKR and GSCP have each delivered to Harman's
limited guarantees of KHI Parent's obligations to pay certain
amounts under the Merger Agreement up to a maximum amount of
$225 million in the aggregate, plus interest and other expenses,
if applicable.

Harman has made customary representations and warranties in the
Merger Agreement and agreed to customary covenants, including
covenants regarding operation of the business of Harman and its
subsidiaries prior to the closing.

In connection with entering into the Merger Agreement, Harman's
Board of Directors adopted and approved an amendment to the Rights
Agreement, dated as of Dec. 13, 1999, by and between Harman and
Mellon Investor Services LLC, as rights agent.  The Amendment
amends the Rights Agreement so that:

     a. neither the execution, delivery or performance of the
        Merger Agreement nor the consummation of the transactions
        contemplated thereby will:

        i. cause the Rights to become exercisable,

       ii. cause Parent, Merger Sub or any of their Affiliates or
           Associates to become an Acquiring Person, or

      iii. give rise to a Share Acquisition Date, a Distribution
           Date, a Flip-in Event, a Flip-over Event, or a
           Triggering Event; and

     b. the Rights will expire in their entirety immediately prior
        to the effective time of the Merger without any payment
        being made in respect thereof.

A full-text copy of the Agreement and Plan of Merger, dated as of
April 26, 2007 is available for free at:

               http://ResearchArchives.com/t/s?1e13

Harman International Industries Inc. makes audio systems through
auto manufacturers, including DaimlerChrysler, Toyota/Lexus, and
General Motors.  Also the company makes audio equipment, like
studio monitors, amplifiers, microphones, and mixing consoles
for recording studios, cinemas, touring performers, and others.


HARTCOURT COMPANIES: Posts $1.3 Mil. Net Loss in Qtr Ended Feb. 28
------------------------------------------------------------------
The Hartcourt Companies Inc. reported a net loss of $1,383,721 for
the third quarter ended Feb. 28, 2007, compared with a net loss of
$1,500,454 for the same period ended Feb. 28, 2006.  

The company reported $0 revenues during the quarters ended
Feb. 28, 2007, and 2006, following the company's entry into a
definitive agreement to sell its IT distribution business.  Said
business has been classified as discontinued operations for the
three months ended Feb. 28, 2007, and 2006.

Loss from discontinued operations for the three months ended
Feb. 28, 2007, was $1,048,625, compared with loss from
discontinued operations of $1,485,831 for the same period ended
Feb. 28, 2006.

At Feb. 28, 2007, the company's balance sheet showed $1,930,732 in
total assets, $983,337 in total liabilities, and $947,395 in total
shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 28, 2007, are available for
free at http://researcharchives.com/t/s?1e1c

                     Discontinued Operations

On Feb. 26, 2007, the company entered into a definitive agreement
with Shanghai Shiheng Architecture Consulting Co. Ltd. to sell its
100% equity interest in Shanghai Jiumeng Information Technology
Co. Ltd.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Kabani & Company Inc. expressed substantial doubt about Hartcourt
Companies Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended May
31, 2006.  The auditing firm pointed to the company's accumulated
deficit of $67,709,374 as of May 31, 2006, and negative cash flow
from operations amounting $1,630,966 for the year ended
May 31, 2006.

                    About Hartcourt Companies

Hartcourt Companies Inc. (OTC BB: HRCT.OB) --
http://www.hartcourt.com/ -- used to be a distributor of  
internationally well known brand named IT hardware products and
related services in the People's Republic of China.


HERITAGE PROPERTY: Moody's Cuts Ratings and Retains Review
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Heritage
Property Investment Trust, Inc. (senior unsecured debt to Ba2,
from Baa3) and left the bonds under review for possible downgrade.

Moody's said that the review will focus on the timeliness of
Heritage's security filings, and on long-term evolution of the
firm's management structure and leverage appetite.  Heritage was
purchased by affiliates of Centro Properties Group [ASX: CNP] in
October 2006.  Heritage had approximately $350 million of
unsecured bonds outstanding as of March 31, 2006.

In its rating action, Moody's cited delayed securities filings,
constrained transparency and increasing secured debt as causes for
the downgrade.  The REIT's third quarter 2006 10-Q filing was only
released on March 20, 2007, and it is unknown when its 2006 10-K
filing will be made available.

These ratings were downgraded, and remain under review:

Heritage Property Investment Trust, Inc.

    * Senior unsecured to Ba2 from Baa3;
    * senior unsecured shelf to (P)Ba2 from (P)Baa3;
    * subordinated shelf to (P)Ba3 from (P)Ba1;
    * preferred stock shelf to (P)Ba3 from (P)Ba1

Centro Properties Group is a retail investment organization
specializing in the ownership, management and development of
retail shopping centers.  

Centro manages both listed and unlisted property, and has an
extensive portfolio of shopping centers across Australia, New
Zealand and the USA.


HERTZ GLOBAL: Revenue Increases by 7.9% in Year Ended December 31
-----------------------------------------------------------------
Hertz Global Holdings Inc. reported total revenues of $8 billion
for the year ended Dec. 31, 2006, increased by 7.9% from
$7.4 billion for the year ended Dec. 31, 2005.  Revenues from the
company's car rental operations of $6.2 billion for the year ended
Dec. 31, 2006, increased by $323.7 million, or 5.4%, from
$5.9 billion for the year ended Dec. 31, 2005.   

The company had net income of $115.9 million for the year ended
Dec. 31, 2006, representing a decrease of $234.1 million, or
66.9%, from $350 million for the year ended Dec. 31, 2005.  The
decrease in net income was primarily due to the 80.1% increase in
interest expense over the year ended Dec. 31, 2005.  

Total expenses of $7.8 billion for the year ended Dec. 31, 2006
increased by 13.4% from $6.9 billion for the year ended Dec. 31,
2005, and total expenses as a percentage of revenues increased to
97.5% for the year ended Dec. 31, 2006, as compared with 92.7% for
the year ended Dec. 31, 2005.

As of Dec. 31, 2006, Hertz had an aggregate principal amount
outstanding of $2 billion pursuant to its senior term loan
facility and no borrowings outstanding under its senior asset-
based loan facility.  The company posted total assets of $18.6
billion and total liabilities of $16.1 billion, resulting in a
total stockholders' equity of $2.5 billion as of Dec. 31, 2006.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1e14

                      Fourth Quarter Results

The company reported record 2006 fourth quarter worldwide revenues
of $2 billion, an increase of 8% over the same period in 2005.  
Net income for the fourth quarter of 2006 was $39.8 million, as
compared with a loss of $27.6 million for the fourth quarter of
2005.  

The company generated strong cash flows during the year with net
corporate debt decreasing from $4.8 billion at Dec. 31, 2005, to
$4.5 billion at Dec. 31, 2006.  Levered after-tax cash flows after
fleet growth were $284.2 million for the year, an improvement of
$733.9 million over 2005.  

Mark P. Frissora, the company's chairman and chief executive
officer, said "Hertz achieved record fourth quarter operating
results for several reasons including strong cost management, as
we reduced operating expenses by over two full percentage points
of revenues compared with the fourth quarter of 2005, even while
increasing our investment in advertising by $6.6 million versus
the prior year quarter.  Most of the reduction in operating
expenses occurred in our U.S. car rental and equipment rental
operations.  We also achieved solid revenue growth in both the car
and equipment rental businesses, due to pricing improvements and
increasingly diversified revenue sources.  Hertz's strong brand,
global platform and diversified business mix are competitive
advantages that helped us generate record results this quarter,
and we expect that they will be the basis for future revenue and
profit growth."

                         Outlook for 2007

For the full year 2007, the company forecasts revenues of
$8.5 billion to $8.6 billion, an increase of 5% to 7% for both car
rental and equipment rental.  The company expects improved
revenues, profitability and margin growth in 2007, driven by
previously announced restructuring plans and expense management
initiatives to be continued throughout the year and incremental
organic growth from a number of diverse sources.

                   Results of Hertz Corporation

The company's operating subsidiary, The Hertz Corporation, posted
interest expense attributable to the company of $16.2 million and
$40 million, for the fourth quarter and full year 2006,
respectively.  Hertz Corp. posted the same revenues as the
company's.

                    Cost Reduction Initiatives

On Jan. 5, 2007, the company disclosed an initiative to further
improve competitiveness and industry leadership through job
reductions affecting about 200 employees primarily at its
corporate headquarters and its service center in Oklahoma City.  
These reductions are expected to result in annualized savings of
up to $15.8 million. The company expects to incur an estimated
$3.3 million to $3.8 million restructuring charge in the first
quarter of 2007.

On Feb. 28, 2007, the company disclosed the second initiative
through targeted job reductions affecting about 1,350 employees
primarily in its U.S. car rental operations, with much smaller
reductions occurring in U.S. equipment rental operations, the
corporate headquarters, and the service center in Oklahoma City,
as well as in Canada, Puerto Rico, Brazil, Australia and New
Zealand.  These reductions are expected to result in annualized
savings of up to $125 million.  The company expects to incur an
estimated $9 million to $11 million restructuring charge in the
first quarter of 2007.

Further cost reduction initiatives are in process.

                        About Hertz Global

Hertz Global Holdings Inc. in Park Ridge, New Jersey, (NYSE: HTZ)
-- https://www.hertz.com/ -- through its subsidiaries, rents and
leases cars and trucks primarily in the U.S. and Europe.  It
operates in two segments, Car Rental and Equipment Rental.  The
Car Rental segment engages in the ownership and lease of cars.  
The Equipment Rental segment rents earthmoving equipment, material
handling equipment, aerial and electrical equipment, air
compressors, generators, pumps, small tools, compaction equipment,
and construction-related trucks in North America and Europe.  The
company's products and services include Hertz #1 Club Gold;
NeverLost customized, onboard navigation systems; SIRIUS Satellite
Radio; and unique cars and SUVs offered through Hertz's Prestige,
Fun and Green collections.  Hertz also operates an equipment
rental companies with corporate locations in France and Spain.  It
is the corporate parent of Hertz Corporation.  

                           *     *     *

Hertz Global Holdings Inc. carries Moody's Investors Service's Ba3
corporate family rating with a stable ratings outlook.


INFOUSA INC: $75 Mil. Increase in Senior Loan Cues S&P's BB Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to infoUSA Inc.'s senior secured term loan B due 2012,
following an increase in the existing loan to $175 million from
$100 million.  The loan rating is 'BB' and the recovery rating is
'3', reflecting the expectation for a meaningful (50%-80%)
recovery of principal in the event of a payment default.  

infoUSA's revolving credit facility due 2011 remains at
$175 million, although the option of infoUSA to increase the
availability under its revolving credit facility by an amount of
$75 million was deleted.  The rating on the revolver was affirmed
at 'BB' with a recovery rating of '3'.
     
Proceeds from the increased term loan were used to repay amounts
outstanding under the company's revolving credit facility, which
was utilized to fund the acquisition of Opinion Research Corp. in
December 2006.  The facility's collateral package includes a
first-priority perfected security interest in all the tangible and
intangible assets of the borrower.  The borrower's domestic
subsidiaries provide guarantees.
     
The corporate credit rating on Omaha, Nebraska-based infoUSA is
'BB' and the rating outlook is stable.  The corporate credit
rating reflects the company's moderate-size operating cash flow
base, acquisitive growth strategy, narrow product set, and
competitive market conditions--including competition from other
data services providers with greater financial resources.  
infoUSA's proprietary database of consumer and business
information, diverse base of business customers, and significant
portion of sales derived from existing customers temper these
factors.

Ratings List

infoUSA Inc.

Corporate Credit Rating     BB/Stable/--
Secured Debt                BB (Recovery Rating: 3)


INSIGHT HEALTH: Extends Senior Sub. Notes Exchange Offer to May 3
-----------------------------------------------------------------
InSight Health Services Holdings Corp. has extended the offer to
exchange shares of common stock for up to $194.5 million aggregate
principal amount of 9-7/8% Senior Subordinated Notes due 2011
(CUSIP No. 45766QAE1) of InSight Health Services Corp., its wholly
owned subsidiary, to 5:00 p.m., New York City time, on May 3,
2007, unless further extended.  All terms of the exchange offer
remain the same.

On March 21, 2007, InSight Health has launched the offer to
exchange shares of its common stock.  Holders of approximately
52% in aggregate principal amount of the Notes have already
indicated an interest to tender in the exchange.

For each $1,000 of aggregate principal amount of Notes tendered,
Note holders will receive 40 shares of the company's common stock
after giving effect to a 4.70 for 1 reverse stock split.  
Completion of the exchange offer is conditioned upon, among other
things, tenders from not less than 95% in aggregate principal
amount of the Notes.  The company may waive this condition.

Tendering holders will also consent to the adoption of certain
amendments to the indenture for the Notes to terminate
substantially all of the restrictive covenants.

Concurrent with the exchange offer, the company is also soliciting
votes to accept or reject a prepackaged plan of reorganization,
which will attempt to accomplish the restructuring on
substantially the same terms as the out-of-court exchange offer.  
The company only expects to file this prepackaged plan if the
minimum tender conditions of the exchange offer are not satisfied
or waived.

No exchange or consent fee will be payable in connection with the
exchange offer and consent solicitation.

The exchange offer and consent solicitation will expire at 11:59
p.m. New York City time on April 19, 2007, unless extended.  
Notification of any extension will be made public.

The terms and conditions of the exchange offer and consent
solicitation and other important information are contained in a
Prospectus and Solicitation Statement dated March 21, 2007, filed
with the Securities and Exchange Commission.

The dealer manager for the exchange offer is Lazard Capital
Markets LLC.

Note holders may request copies of the Prospectus and Solicitation
Statement, the related Letter of Transmittal and Ballots by
contacting the solicitation and information agent:

     CapitalBridge
     111 River Street, 10th Floor
     Hoboken, NJ 07030
     Telephone (877) 746-3583

As of April 27, 2007, approximately $109.1 million of Notes had
been tendered to the exchange agent.

                          About InSight

Based in Lake Forest, California, InSight Health Services Holdings
Corp. -- http://www.insighthealth.com/-- is a nationwide provider  
of diagnostic imaging services.  It serves managed care entities,
hospitals and other contractual customers in over 30 states,
including the following targeted regional markets: California,
Arizona, New England, the Carolinas, Florida and the Mid-Atlantic
states.  InSight's network consisted of 109 fixed-site centers and
108 mobile facilities as of Dec. 31, 2006.

InSight Health's balance sheet at Dec. 31, 2006, showed
$354,548,000 in total assets and $503,827,000 in total
liabilities, resulting in a $198,038,000 stockholders'
deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating on InSight Health Services Corp. and its 'CC' rating
on InSight's subordinated debt on CreditWatch with negative
implications.  The 'CCC' rating on InSight's senior secured debt
was placed on CreditWatch with developing implications.


INTEGRAL NUCLEAR: Taps Cole Schotz as Bankruptcy Counsel
--------------------------------------------------------
Integral Nuclear Associates LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey for
permission to employ Cole, Schotz, Meisel, Forman & Leonard, P.A.,
as their bankruptcy counsel.  

Cole Schotz will:

     a. provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continuing to
        operate and manage their assets;

     b. advise the Debtors concerning, and assisting in the
        negotiation of documentation of, the use of cash
        collateral and/or debtor-in-possession financing, debt
        restructuring and related transactions;

     c. review the nature and validity of agreements relating to
        the Debtors' businesses and advise the Debtors in
        connection to those agreements;

     d. review the nature and validity of liens, if any, asserted
        against the Debtors and advise as to the enforceability of
        those liens;

     e. advise the Debtors concerning the actions they might take
        to collect and recover property for the benefit of their
        estates;

     f. prepare on the Debtors' behalf all necessary and
        appropriate applications, motions, pleadings, orders,
        notices, petitions, schedules, and other documents, and
        review all financial and other reports to be filed in
        Debtors' Chapter 11 cases;

     g. advise the Debtors concerning, and preparing responses to,
        applications, motions, pleadings, notices and other
        papers, which may be filed in the Debtors' Chapter 11
        cases;

     h. counsel the Debtors in connection with formulation,
        negotiation and promulgation of a plan of reorganization
        and related documents; and

     i. perform all other legal services for and on behalf of the
        Debtors, which may be necessary or appropriate in the
        administration of their Chapter 11 cases.

Cole Schotz will be paid based on these hourly rates:

            Designation                Hourly Rates
            -----------                ------------
            Members                    $275 to $575
            Associates                 $175 to $375
            Paralegals                 $120 to $200

The Debtors paid Cole Schotz a total retainer of $157,000 before
the bankruptcy filing.

The Debtors assured the Court that Cole Schotz does not hold or
represent any interest adverse to the Debtors or their creditors,
and is a disinterested person.

The firm can be reached at:

         Michael D. Sirota, Esq.
         Member
         Cole, Schotz, Meisel, Forman & Leonard, P.A.
         Court Plaza North, 25 Main St.
         Hackensack, NJ 07601
         Tel: (201) 489-3000
         http://www.coleschotz.com/

                      About Integral Nuclear

Based in Paoli, Pennsylvania, Integral Nuclear Associates, LLC --
http://www.integralpet.com/-- operates nuclear imaging centers.    
The company and 25 of its affiliates filed for Chapter 11
protection on April 15, 2007 (Bankr. D. N.J. Case Nos. 07-15183
through 07-15215).  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of
$1 million to $100 million.


INTEROCEANICA IV: S&P Rates $562 Mil. Senior Secured Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' ratings to
Interoceanica IV Finance Ltd.'s $562 million zero-coupon senior
secured notes series 2007-1 due 2025 and series 2007-2 due 2018.
     
The ratings reflect the 'BB' rating assigned to the Peruvian
government's payment obligations (certificados de reconocimiento
de derechos del pago anual por obras; CRPAOs).  The CRPAOs are an
unconditional and irrevocable payment obligation of the government
of Peru, but Standard & Poor's assessed their credit quality at
one notch below Peru's sovereign foreign currency rating.  

This assessment reflects:

     -- The certificates are subject to budgetary allocation;

     -- The certificates do not constitute sovereign indebtedness;  
        and

     -- The Peruvian government has a strong commitment to the
        IIRSA toll road project.
     
The ratings are also based on the sound legal and financial
structure of the transaction, including the true sale of the
underlying assets, and consider the strength of Goldman Sachs
International as swap counterparty in the cash investment
agreement.
     
The transaction is a securitization of the CRPAOs for the
construction of the fourth stretch of the IIRSA Sur toll road
project.  Upon completion of different construction milestones,
the GOP will issue U.S. dollar-denominated CRPAOs through its
Ministry of Transportation and Communication acknowledging the
right to collect U.S. dollar payments over a 15-year period.  The
issuer will buy the CRPAOs over an expected 42-month construction
period.  Upon the issuance of the CRPAOs, the GOP's obligation to
make payments is absolute and independent of the performance of
the project's sponsors or any revenues generated by the toll road.
     
During the construction period, the portion of note proceeds that
has not yet been used to purchase CRPAOs will be used by the
issuer to enter into a cash investment agreement.  This agreement
is a total return swap with Goldman Sachs International as the
swap counterparty and provides sufficient funds to purchase
CRPAOs.
     
The transaction is supported by a make-whole agreement that
mitigates the risk of negative carry that may result from an early
termination of the transaction due to certain failures of the
project concessionaire during the construction period.  The
transaction also features a credit default swap that will pay
investors up to the largest semiannual CRPAO payment amount upon
the occurrence of a payment default by the GOP on the CRPAOs.  
This swap functions similar to a reinstatable liquidity facility.
     
This is the third securitization rated by Standard & Poor's
related to the construction of the IIRSA toll road system in Peru.  
In 2006, Standard Poor's rated two transactions: IIRSA Norte
Finance Ltd. and Peru Enhanced Pass-Through Finance Ltd.

                         Ratings Assigned
   
                  Series       Rating       Amount
                  ------       ------       ------
                  2007-1        BB         $321,000,000
                  2007-2        BB         $241,000,000


IPC SYSTEMS: Increased Leverage Cues S&P to Cut Credit Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based IPC Systems Inc. to 'B' from 'B+',
and removed the rating from CreditWatch, where it was placed on
March 28, 2007, with negative implications, following the
announced acquisition of WestCom Corp.  The rating outlook is
stable.
     
At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '2' recovery rating to IPC's proposed $915 million
first-lien senior secured bank facility, reflecting S&P'
expectation of substantial (80%-100%) recovery of principal by
creditors in the event of a payment default.  Standard & Poor's
also assigned its 'CCC+' bank loan rating and '5' recovery rating
to IPC's proposed $315 million second-lien senior secured term
loan, indicating our expectation of negligible (0%-25%) recovery
of principal by creditors in the event of a payment default.
      
"The downgrade of the corporate credit rating reflects an increase
in leverage to more than 7x from the mid-6x area, which is
excessive for the prior rating, given IPC's relatively narrow
business profile," said Standard & Poor's credit analyst Ben
Bubeck.  Despite the fact that the acquisition of WestCom bolsters
IPC's services business and adds stability to the overall
business, IPC's capacity to make additional debt-financed
acquisitions as a 'B+' was extremely limited following the
previous acquisition of Positron Public Safety Systems Inc.
Proceeds from the proposed first- and second-lien term loans,
along with a $25 million equity contribution, will be used to fund
the acquisition of WestCom and refinance existing debt.
     
The ratings on IPC reflect a concentrated product base and end
market, along with an aggressive financial policy.  These are only
partly offset by a leading global market position in its addressed
niche and our expectations for continued positive demand momentum
over the intermediate term.


IPCS INC: Stockholders Get Special Cash Dividend of $11 Per Share
-----------------------------------------------------------------
iPCS Inc.'s board of directors has declared a special cash
dividend of $11 per share payable to all holders of the company's
common stock, with a record date of Tuesday, May 8, 2007, and a
payment date of Wednesday, May 16, 2007.

Based on its estimates, the company expects that, for U.S. federal
income tax purposes, the special cash dividend will be treated as
a tax-free return of capital to the extent of each stockholder's
tax basis in the company's common stock with any excess generally
being treated as gain from the sale of stock.  The company will
not complete the company's final determination of the character of
the special cash dividend, for U.S. federal income tax purposes,
until early calendar year 2008.  The company's stockholders are
advised to consult with their tax advisors regarding the U.S.
federal, state, local and foreign tax consequences of the special
cash dividend.

Headquartered in Schaumburg, Illinois, iPCS Inc. (Nasdaq: IPCS) --
http://www.ipcswirelessinc.com/-- is an affiliate of Sprint   
Nextel Corporation with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in 80 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  The
territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), Tri-Cities (TN), Scranton (PA), Saginaw-Bay City (MI)
and Quad Cities (IA/IL).  As of March 31, 2007, iPCS's licensed
territory had a total population of approximately 15 million
residents, of which its wireless network covered approximately
11.4 million residents, and iPCS had approximately 590,900
subscribers.

                          *     *     *

As reported in the Troubled Company Reporter on April 11, 2007,
Moody's Investors Service affirmed its B3 corporate family rating
for iPCS Inc.  The company's SGL-3 rating has also been affirmed.  
Moody's has changed its outlook for iPCS to developing.


KIRKLAND KNIGHTSBRIDGE: Court Approves Hartman as Special Counsel
-----------------------------------------------------------------
The Honorable Alan Jaroslovsky of the U.S. Bankruptcy Court for
the Northern District of California gave Kirkland Knightsbridge
LLC permission to employ Hartman & Hartman, as its special
counsel.

The Debtor tells the Court that it holds disputed claims against
360 Global Wine Company and 360 Viansi LLC in an amount of up to
$15 million.  The Debtor asserted certain possessory liens on
certain wine inventory owned by 360 Global and 360 Viansi.

The firm is expected to:

     a. advise the Debtor's current counsel on procedural and
        substantive matters pertaining to the Debtor's rights and
        remedies against Chapter 11 debtors in Nevada bankruptcy
        court proceedings;

     b. act as "designated local counsel" within the meaning of
        Local Rule IA 10-2 of the Rules of Practice of the U.S.
        Bankruptcy Court for the District of Nevada, and making
        appearances in the proceedings In re 360 Global Wine
        Company and In re 360 Viansa LLC U.S. Bank. Ct. D. Nev.
        Case Nos. 07-50205 and 07-50206 as appropriate; and

     c. perform other legal services for the estate as may be
        necessary herein; provide however that the nature and
        scope of the services are limited by the engagement letter
        of the firm.

The firm has requested a $5,000 retainer from the funds of the
Debtor's manager Larry D. Kirkland.

Jeffrey Hartman, Esq., a principal at Hartman & Hartman, will bill
$325 per hour for this engagement.

Mr. Hartman assures the Court the his firm does not hold any
interest adverse to the Debtor and is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Court.

Mr. Hartman can be reached at:

     Jeffrey Hartman, Esq.
     Hartman & Hartman
     645 First Street East
     Sonoma, California 95476

Kirkland Knightsbridge LLC dba Kirkland Ranch Winery
-- http://www.kirklandranchwinery.com/-- operates vineyards   
and wineries in the Napa Valley region and breeds cattle for
commercial consumption.  The company filed a chapter 11 petition
on September 21, 2006 (Bankr. N.D. Calif. Case No. 06-10628).  The
company's affiliate, Kirkland Cattle Company, filed a separate
chapter 11 petition in the same court under Case No. 06-10630.

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed in the Debtors' cases.
When the Debtors sought protection from their creditors, they
listed assets and debts between $10 million to $100 million.


KLIO II: Credit Support Improvement Cues S&P to Hold BB+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes issued by Klio II Funding Ltd., a high-grade cash
flow CDO of ABS transaction, and removed them from CreditWatch
with positive implications, where they were placed Dec. 22, 2006.  
Concurrently, the ratings on the CP program, the class A-1 and A-2
notes, and the preference shares were affirmed.
     
The upgrades are primarily the result of an improvement in the
credit support of the notes following the decrease in the balance
of the class B note due to paydowns.  Klio II Funding Ltd. has a
feature in its payment structure that permits, during the
reinvestment period, up to 25% of the excess funds remaining
during each payment period to be paid to the class B notes before
making any distributions to the preference shareholders.  As a
result, the current class B note balance was 81.63% of its
original size, which has improved the credit support to the
notes.

       Ratings Raised and Removed from Creditwatch Positive
     
                       Klio II Funding Ltd.
           
                Rating                      Balance
                ------                      -------
      Class    To     From           Original      Current
      -----    --     ----           --------      -------
        B      A      A-/Watch Pos   $50,000,000   $40,815,000
        C      BBB+   BBB/Watch Pos  $50,000,000   $50,000,000


                         Ratings Affirmed
   
                       Klio II Funding Ltd.

                                            Balance
                                            -------
        Class         Rating      Original       Current
        -----         ------      --------       -------
        CP            A-1+      $4,500,000,000  $4,500,000,000
        A-1           AAA         $292,500,000    $292,500,000
        A-2           AA           $70,000,000     $70,000,000
        Pref shares   BB+          $86,250,000     $86,250,000


LIMEROCK CLO: Moody's Rates $20 Million Class D Notes at Ba2
------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes and
Combination Securities issued by Limerock CLO I:

    (1) Aaa to the $80,000,000 Class A-1 Floating Rate Notes Due
        2023;

    (2) Aaa to the $60,000,000 Class A-2 Floating Rate Notes Due
        2023;

    (3) Aaa to the $207,000,000 Class A-3a Floating Rate Notes Due
        2023;

    (4) Aa1 to the $23,000,000 Class A-3b Floating Rate Notes Due
        2023;

    (5) Aa2 to the $29,000,000 Class A-4 Floating Rate Notes Due
        2023;

    (6) A2 to the $22,000,000 Class B Deferrable Floating Rate
        Notes Due 2023;

    (7) Baa2 to the $19,000,000 Class C Floating Rate Notes Due
        2023;

    (8) Ba2 to the $20,000,000 Class D Floating Rate Notes Due
        2023;

    (9) Baa2 to the $14,000,000 Class J Blended Securities; and

   (10) Baa2 to the $5,000,000 Class K Blended Securities.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Leveraged Loans, High
Yield Bonds, CLO Notes and Synthetic Securities due to defaults,
the transaction's legal structure and the characteristics of the
underlying assets.

Invesco Senior Secured Management, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


MARLBOROUGH STREET: Moody's Rates $9 Million Notes at Ba2
---------------------------------------------------------
Moody's Investors Service announced that it has assigned these
ratings to Notes issued by Marlborough Street CLO, Ltd.:

    (1) Aaa to the $93,000,000 Class A-1 Senior Secured Floating
        Rate Notes due 2019;

    (2) Aaa to the $126,000,000 Class A-2A Senior Secured Floating
        Rate Notes due 2019;

    (3) Aa1 to the $14,000,000 Class A-2B Senior Secured Floating
        Rate Notes due 2019;

    (4) Aa2 to the $13,000,000 Class B Senior Secured Floating
        Rate Notes due 2019;

    (5) A2 to the $15,000,000 Class C Secured Deferrable Floating
        Rate Notes due 2019;

    (6) Baa2 to the $15,000,000 Class D Secured Deferrable
        Floating Rate Notes due 2019; and

    (7) Ba2 to the $9,000,000 Class E Secured Deferrable
        Floating Rate Notes due 2019.

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

MFS Investment Management will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


MARYLAND ECONOMIC: Moody's Cuts Rating on Revenue Bonds to Ba2
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating to Ba2 from
Ba3 on the Maryland Economic Development Corporation Senior
Student Housing Revenue Bonds (Frostburg State University
Project), Series 2002 A.  Approximately $16.85 million of the
original $17.22 million remains outstanding.  The downgrade
reflects the declining demand for the 406-bed project (74%
occupancy for spring 2007) known as Edgewood Commons, and our
expectation that the project will continue to perform below
underwriting projections in the next few years.

The rating outlook remains negative reflecting the possibility of
a further downgrade if the project's financial position does not
significantly improve in the near term, the likelihood that the
project will need to withdraw funds from its debt service reserve
fund to pay debt service in the near term, and our concern for the
project's performance in a relatively rural location and in a
declining enrollment environment as experienced by Frostburg State
University over the last several years.

Credit Strengths:

-- The property manager, Capstone Management Corp., is experienced
nationally and in the State of Maryland in privatized student
housing, and has taken positive steps to build a relationship with
Frostburg State University over the past two fiscal years,
increase rental income by average 7% and reduce operating expenses
by performing certain services in-house, as reflected in the
project's fiscal year 2006 financial performance in 1.18x.
Additionally, Capstone's management fee is subordinated to debt
service.

-- Strong oversight by MEDCO, as both issuer for the bonds and
owner of the project.

Credit Challenges:

-- Occupancy has declined from 93% and 94% for the fall and spring
of the 2005-06 academic year to 71% and 74% for fall and spring of
the current 2006-07 academic year.  Decline in occupancy is
attributable to large supply of available and more affordable beds
both on- and off-campus in this rural area of the state.  
Enrollment at Frostburg State University has also been declining
over the last several years and is projected to grow very little
in the coming years.

-- Despite improvement in financial performance based on audited
financial statements ending June 30, 2006 over the previous years,
based upon operating statements through December 2006 the project
will not be able to meet the 2006-07 debt service even with the
management fee and issuer fee subordinated to debt service.

-- Absence of a long-term financial or legal commitment from the
University, the University System of Maryland (rated Aa2), or the
State of Maryland (rated Aaa).

Recent Developments/Results:

The audited financial statements ending June 30, 2006 demonstrated
a 55% increase in net operating income from fiscal year 2005,
attributable to 21% increase in rental revenues and 38% increase
in other income while overall operating expenses declined by 9%.  
The project experienced 93-94% occupancy throughout the year,
which was a marked improvement from 87-77% from the previous year.
Occupancy, however, has declined during the current academic year
at 71% and 74% in the fall 2006 and spring 2007 respectively.  
Moody's understands that the availability of affordable units off-
campus, while for the most part inferior to what is offered at
Edgewood Commons, is a significant source of competition for the
project.  Frostburg State University has 2,000 available beds on-
campus which is also a significant source of competition.  
Frostburg State University has also experienced a decline in
enrollment over the last several years; the current number of
full-time-equivalent students (4, 434) declined by 2% from 2005-06
academic year and has declined 4.5% overall since the 2002-03
academic year.  Projections for enrollment remain relatively flat
into the coming years, with the projected number of full-time-
equivalent students to be at 4,350 for 2010-11, which will be 153
less students than the number of full-time-equivalent students
enrolled in 2003-04 when the project first opened.  Summer income
revenue continues to be below original underwriting projections.  
Given these various factors as well as the recent change in
administration new to this campus and the challenges the project
has been facing, rental revenue is 19% below budget for this first
six months of operation for the current fiscal year.  Based on our
projections and estimates, debt service coverage could be below
1.0x for the 2006-07 fiscal year (even assuming the management fee
and issuer fee are subordinated).  MEDCO reports that the new
administration has demonstrated a willingness to address the
imbalance in market forces by the on-camp housing stock by taking
an aging 90-bed facility off-line and by raising the rates for
single rooms in the coming academic year.

The bond trustee has reported that the debt service reserve fund
remains fully funded however the repair and replacement reserve
fund reflects a combined deficit of approximately $180,000.

Outlook

The negative rating outlook reflects the possibility of a further
rating downgrade if the project's financial position does not
improve in the near term.

What could change the rating - UP

-- A substantial increase in debt service coverage and stabilized
occupancy.

-- Replenished reserves.

What could change the rating - DOWN

-- Withdraw from debt service reserve fund to meet debt service
payment.


MASSACHUSETTS DEV'T: Poor Liquidity Cues S&P to Cut Rating to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on  
Massachusetts Development Finance Agency's bonds, issued for
Cambridge Friends School, to 'BB+' from 'BBB-', reflecting a
substantial decline in student enrollment, much weaker demand
flexibility, weak financial results, and deteriorating liquidity.  
The outlook is stable.
      
"The stable outlook reflects management's proactive initiative to
return to a balance budget through substantial cost reductions,
including staff reduction," said Standard & Poor's credit analyst
Marc Savaria.  "Furthermore, the board decided to reduce the
school size and become smaller in the near term, with a budgeted
goal to enroll 240 students next fall compared to 270 students
just two years ago.  Further erosion of financial resources and
weaker operating results would lead to another rating downgrade."
     
More specifically, the 'BB+' rating reflects six consecutive years
of unrestricted net asset deficits and a financial plan that does
not produce a balance budget until fiscal year 2008; as well as
deteriorating liquidity levels, with unrestricted resources to
operations at 62% and expendable resources to operations at 65%,
compared with 116% and 131%, respectively, just five years ago.
     
A lower rating is precluded at this time due to management
stability after many years of substantial leadership transition; a
manageable debt burden, at roughly 5.2% of budget, with no debt
plan; and a still adequate financial cushion, with expendable
resources that equal 65% of operating expenses and 102% of debt.
     
Cambridge Friends School is an elementary and middle day school
for pre-kindergarten through the eighth grade.


MERRILL LYNCH: S&P Rates CDN$1.08 Million Class L Certs. at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch Financial Assets Inc. commercial mortgage
pass-through certificates series 2007-Canada 22.
     
The preliminary ratings are based on information as of April 26,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings assigned to Merrill Lynch Financial Assets
Inc.'s CDN$434.4 million commercial mortgage pass-through
certificates series 2007-Canada 22 reflect the credit support
provided by the subordinate classes of certificates, the liquidity
provided by the servicer and backup servicer, the economics of the
underlying mortgage loans, and the geographic and property type
diversity of the underlying pool of loans.  Standard & Poor's
determined that, on a weighted-average basis, the loan pool has a
debt service coverage ratio of 1.50x, a beginning loan-to-value
ratio of 97.7%, and an ending LTV of 84.2%.
     

                  Preliminary Ratings Assigned
               Merrill Lynch Financial Assets Inc.         
         
         Class               Rating               Amount
         -----               ------          ---------------
          A-1                 AAA             CDN$50,034,000
          A-2                 AAA            CDN$167,659,000
          A-3                 AAA            CDN$163,471,000
          XP-1                AAA                        N/A
          B                   AA               CDN$8,687,000
          C                   A               CDN$10,860,000
          D                   BBB             CDN$12,488,000
          E                   BBB-             CDN$3,801,000
          F                   BB+              CDN$2,823,000
          G                   BB               CDN$2,389,000
          H                   BB-              CDN$1,304,000
          J                   B+               CDN$1,085,000
          K                   B                CDN$1,521,000
          L                   B-               CDN$1,086,000
          M                   NR               CDN$7,167,398
          XP-2                AAA                        N/A
          XC                  AAA            CDN$434,375,398


MICHAEL BRETZEL: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael Robert Bretzel
        539 North Oleander Avenue
        Daytona Beach, FL 32118

Bankruptcy Case No.: 07-01710

Chapter 11 Petition Date: April 25, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Walter J. Snell, Esq.
                  Snell & Snell, P.A.
                  436 North Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: (386) 255-5334
                  Fax: (386) 255-5335

Total Assets: $5,978,100

Total Debts:  $5,357,369

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Option One Mortgage Corp.      1347 North Central        $364,922
Payment Processing             Avenue, Flagler Beach     Secured:
Department 7821                Florida 32136, Gold       $350,000
Los Angeles, CA 90084-7821     Coast Subdivision Block

Black & White Investment       109 15th Street           $163,450
1124 Waverly Drive             Flagler Beach,            Secured:
Daytona Beach, FL 32118        Florida 32136             $150,000
                               Fuquay Subdivision
                               Block

Regions Bank                   2004 Coachman             $145,000
P.O. Box 2153                  Motor Home                Secured:
Birmingham, AL 35287-0201                                $135,000

Citi Cards                     Credit Card Purchases      $18,632

Beneficial                     Credit Card Purchases      $10,282

Bank of America                Credit Card Purchases       $6,688

Cobb & Cole                    Legal Fees                  $3,681

Chase                          Credit Card Purchases       $2,700

Action Card                    Credit Card Purchases       $1,295

Heritage Funding Group, Inc.   Personal Guarantees        Unknown

Securities & Exchange          Civil Damages              Unknown
Commission


MOSAIC CO: Planned Loan Reduction Cues S&P's Positive Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Mosaic Co. to positive from negative.  S&P affirmed all the
ratings, including the 'BB' corporate credit rating.
     
"The outlook change followed Mosaic's announcement that it plans
to apply $250 million of cash generated from strong recent
business conditions to voluntarily reduce term loan balances,"
said Standard & Poor's credit analyst Cynthia Werneth.  "It also
incorporates our expectation that management will be able to
follow through on its commitment to further strengthen the
company's financial profile in the near term given the robust
conditions in global agricultural markets.  Also important is the
fact that Mosaic has sharply reduced the brine inflow at its
Esterhazy, Saskatchewan, potash mine."
     
Plymouth, Minnesota-based Mosaic is a leading global producer of
phosphate and potash fertilizer and feed, with annual sales of
more than $5 billion.
     
"We could raise ratings within the next two years if continued
strong agricultural market conditions enable the company to
generate cash for additional debt reduction and financial policies
remain supportive of somewhat higher credit quality," Ms. Werneth
said.  "Factors that could constrain the ratings include an
unexpected deterioration in fertilizer market conditions,
significant weather-related or other operating disruptions,
developments that forestall the expected reduction of debt, and
the failure to resolve internal control weaknesses."


MRF CARBON CANYON: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: M.R.F.- Carbon Canyon, L.P.
        8951 Research Drive
        Irvine, CA 92618
        Tel: (714) 417-1396

Bankruptcy Case No.: 07-11225

Type of Business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: April 27, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Nanette D. Sanders, Esq.
                  Ringstad & Sanders, L.L.P.
                  2030 Main Street, Suite 1200
                  Irvine, CA 92714
                  Tel: (949) 851-7450

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Carbon Canyon II, L.P.                               $4,967,133
8951 Research Drive
Irvine, CA 92618

The Shopoff Group, L.P.                                $205,867
8951 Research Drive
Irvine, CA 92618

Gromet & Associates                                    $167,975
114 Pacifica, Suite 250
Irvine, CA 92618

DR3D Planning & Imaging                                 $16,623

Medin Enterprises, Inc.                                  $3,250

Iger & Associates, Inc.                                  $2,000

Jeffer, Mangels, Butler                                  $1,467
& Marmaro, L.L.P.

Croudace & Dietrich                                        $583

Stantec Consulting, Inc.         trade debt                $530

Safeguard Business System                                   $86


NATIONAL RETAIL: S&P Holds BB+ Preferred Stock Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit and unsecured debt ratings and its 'BB+' preferred stock
rating on National Retail Properties Inc.  The affirmations affect
roughly $662 million of senior notes.  The outlook is stable.
      
"The affirmation of the ratings on National Retail reflects a
conservative financial profile that offsets the risks created by
historical tenant and industry concentrations within a cyclical
retail sector," explained Standard & Poor's credit analyst Tom
Taillon.  "Additional rating considerations include a well
occupied and geographically diverse triple-net-leased real estate
portfolio that has historically produced a stable stream of cash
flow."
     
The rating affirmations precede the release of the company's
first-quarter 2007 results, scheduled for May 2, 2007, and assume
that the actual results will be in line with Standard & Poor's
expectations.
     
A growing portfolio of relatively stable assets should result in
predictable cash flow that comfortably covers the company's debt
obligations over the near term, supporting the stable outlook.  
Standard & Poor's may revise the outlook to positive if future
growth is well executed and conservatively financed.  Changes in
the company's corporate financial policy or larger, more
aggressive acquisitions could place downward pressure on the
ratings.


NESTOR INC: Common Stock's Market Value Falls Below Nasdaq's Limit
------------------------------------------------------------------
Nestor Inc. was notified by The Nasdaq Stock Market on April 23,
2007, that the market value of the company's common stock had
fallen below $1 per share for the last 30 consecutive business
days, the minimum requirement for continued inclusion under
Marketplace Rule 4310(c)(4).

In accordance with Marketplace Rule 4310(c)(8)(D) the company has
been provided 180 calendar days, or until Oct. 22, 2007, to regain
compliance.  If the bid price of the company's common stock closes
at $1 per share for 10 or more consecutive business days before
Oct. 22, 2007, Nasdaq staff will provide written notification that
it complies with the Rule.

If compliance cannot be demonstrated by Oct. 22, 2007, Nasdaq
staff will determine whether the company meets its other Capital
Market initial listing criteria as set forth in Marketplace Rule
4310(c).  If the Company does not meet these other initial listing
criteria, then the Nasdaq staff will provide written notification
to the company that its securities will be delisted.  In that
event, the company may appeal the staff's determination.  If the
company meets the initial listing criteria except for the bid
price requirement then Nasdaq staff will notify the company that
it has been granted an additional 180 calendar days to fully
comply.

A delisting of the company's stock for more than five consecutive
days or for more than an aggregate of 10 days in any 365-day
period would constitute an event of default under the terms of the
company's 7% Senior Secured Convertible Notes dated May 25, 2006.
A default under the 7% Notes would in turn be a default under the
company's 5% Senior Convertible Notes due Oct. 31, 2007.

                        About Nestor Inc.

Headquartered in Providence, Rhode Island, Nestor Inc. (NASDAQ:
NEST) -- http://www.nestor.com/-- is a provider of advanced  
intelligent traffic management solutions.  Nestor Traffic Systems
provides automated traffic enforcement solutions to state and
municipal governments.  Nestor Traffic Systems is the exclusive
North American distributor for the Vitronic PoliScanSpeed(TM)
scanning LiDAR capable of tracking multiple vehicles in multiple
lanes simultaneously.  CrossingGuard(R) uses patented multiple,
time-synchronized videos to capture comprehensive evidence of red
light and speed violations.  In addition, CrossingGuard(R) offers
customers a unique Collision Avoidance(TM) safety feature that can
help prevent intersection collisions.  CrossingGuard(R) is a
registered trademark of Nestor Traffic Systems, Inc.
PoliScanSpeed(TM) is a trademark of Vitronic.

                        Going Concern Doubt

Carlin, Charron, & Rosen LLP raised substantial doubt about Nestor
Inc.'s ability to continue as a going concern, after it audited
the company's financial statements for the fiscal year ended
Dec. 31, 2006.  The auditors point to the company's accumulated
deficit at Dec. 31, 2006 and substantial net losses in recent
years.


NEW CENTURY: Court Okays Richards Layton as Delaware Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
New Century Financial Corporation and its debtor-affiliates'
application to employ Richards Layton & Finger, P.A., as their
local counsel for Delaware, nunc pro tunc to April 2, 2007.

In their request, the Debtors told the Court that they selected
Richards Layton as their co-counsel because of the firm's
extensive experience and knowledge in the field of debtors' and
creditors' rights, business reorganizations and liquidations under
Chapter 11 of the Bankruptcy Code, and because of its expertise,
experience, and knowledge in practicing before the Delaware
bankruptcy court, its proximity to the Court and its ability to
respond quickly to emergency hearings and other emergency matters
in the Court, Monika L. McCarthy, New Century's senior vice
president and assistant general counsel, tells the Honorable Kevin
J. Carey.

As local counsel, Richards Layton will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (c) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors'
       estates; and

   (d) perform all other necessary legal services in connection
       with the Chapter 11 cases.

The Debtors will pay Richards Layton for its services in
accordance with the firm's hourly rates, and reimburse the firm
for necessary and reasonable expenses.  The firm's attorneys and
personnel who are expected to be principally responsible for the
Debtors' cases and their hourly rates are:

          Mark D. Collins         $520
          Michael J. Merchant     $390
          Paul N. Heath           $350
          Marcos Ramos            $315
          Chun I. Jang            $225
          Christopher M. Samis    $210
          Aja E. McDowell         $165

Ms. McCarthy disclosed that prior to the Debtors' bankruptcy
filing, the Debtors paid Richards Layton a $275,000 retainer in
connection with and in contemplation of the Debtors' Chapter 11
filing.  The Debtors asked the Court to deem the retainer paid to
RL&F and not expended for prepetition services and disbursements
as an evergreen retainer to be held by the firm as security
throughout the Chapter 11 cases until the firm's fees and expenses
are awarded by final order and paid.

Michael J. Merchant, Esq., a director at Richards Layton, assured
the Court that the firm's directors and associates do not have
any connection with or any interest adverse to the Debtors, their
creditors, or any other party-in-interest.

                        About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/   
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NEW CENTURY: DB Structured Alleges Breach of Repurchase Agreements
------------------------------------------------------------------
DB Structured Products Inc. asserts claims of breach of contract
and conversion against Debtors New Century Mortgage Corporation,
New Century Credit Corporation, Home123 Corporation, NC Capital
Corporation, and New Century Financial Corporation.

DBSP relates that it is party to two master repurchase agreements
and related agreements, dated Sept. 2, 2005, and April 17, 2006,
with the Debtors.

Pursuant to the Repurchase Agreements, DBSP purchased mortgage
loans from the Debtors, who were obligated to repurchase the
loans at a later, agreed upon date.  Certain of the Debtors
agreed to service the mortgage loans purchased by DBSP.  DBSP
presently owns hundreds of millions of dollars worth of mortgage
loans, which have not been repurchased by the Debtors.

Each time DBSP purchased a group of mortgage loans, the Debtors
were required to provide to a third-party custodian, agreed to by
the parties, loan files relating to each of the mortgage loans,
including the original mortgage note, original mortgage or a
certified copy thereof, original mortgagee title insurance
policy, assignment of mortgage executed by the applicable Debtor,
and any security agreements and other agreements related to the
mortgage.

After loans had been purchased by DBSP and the asset files
transferred to the custodian, the custodian would send DBSP a
trust receipt indicating that it had the applicable loan files
and was holding the documents as the bailee of and custodian of
DBSP.

All funds collected with respect to any loans owned by DBSP by
the Servicers were to be deposited in an account maintained at
Union Bank of California, N.A., for DBSP's benefit.

On March 5, 2007, DBSP made a margin call to the Debtors of
approximately $14,100,000.  The Debtors transferred 235 mortgage
loans to DBSP on March 6 to satisfy the margin call.

At the same time, the Debtors requested that DBSP purchase
certain additional mortgage loans from them, including certain
"Wet-Ink Loans," asking DBSP to consider the transfer of the
Transferred Loans as inducement to purchase these loans.

Relying on the fact that the Transferred Loans were transferred
to it, on March 6 and 7, DBSP purchased additional loans,
including Wet-Ink Loans, from the Debtors for $40,000,000, even
though events of default under the Repurchase Agreements were in
existence and were continuing, Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells
the Court.

DBSP served the Debtors with notices of termination and
acceleration of their repurchase and other obligations under the
Repurchase Agreement on March 14 and 15.  The Debtors have not
fulfilled any of their repurchase obligations with respect to the
Purchased Loans, Mr. Enos says.

On March 30, the Debtors asserted that the Transferred Loans were
improperly transferred to DBSP prepetition and demanded their
return.  The Debtors have refused to turn over necessary
documentation with respect to the loans, and on information and
belief, retained for their own benefit funds collected on the
loans that rightfully belong to DBSP, Mr. Enos says.

Moreover, the Debtors have listed the Transferred Loans on their
Intralinks website alongside other loans that they are selling,
which could create confusion in the marketplace and harm DBSP,
Mr. Enos relates.

The asset files and servicing records for certain of the DB
Loans, including the Transferred Loans, remain in the Debtors'
possession and control, and certain of the Debtors continue as
Servicers for some of the DB Loans.  DBSP has repeatedly
requested the turnover of the files and records, but the Debtors
have yet to turn these over, Mr. Enos says.

"The greater the delay in the turnover of these records, the
greater the risk that the value of the Purchased Loans will be
impaired due to servicing issues, asset management issues, as
well as an increasing likelihood of defaults and delinquencies,"
Mr. Enos points out.

Because the Debtors are still servicing certain of the DB Loans,
including the Transferred Loans, they continue to receive
payments with respect to the loans.  There are discrepancies
between the amounts that DBSP has received and the amounts that
it believes it should be receiving on account of the DB Loans.

As it does not have access to the servicing records, DBSP is
unable to determine whether there have been payments, including
prepayments, on any of the DB Loans that have not been remitted
to the collection account or to DBSP.  According to Mr. Enos, as
of April 25, the Debtors have not complied with DBSP's repeated
request to provide it with a reconciliation of all amounts
collected with respect to the DB Loans.

DBSP asks the U.S. Bankruptcy Court for the District of Delaware
to:

   (a) enter a preliminary injunction with respect to the
       Purchased Loans:

       * giving DBSP immediate access to all of the asset files
         and servicing records;

       * requiring the Debtors immediately to segregate and turn
         over to DBSP all income relating to the Purchased Loans;

       * requiring the Debtors to assist and cooperate with the
         transfer of servicing; and

       * requiring the Debtors to perform all other acts
         necessary to allow DBSP complete possession, control and
         management of the Purchased Loans.

   (b) enter a preliminary injunction with respect to the
       Transferred Loans:

       * enjoining the Debtors from trying to sell, encumber or
         otherwise take any action to interfere with DBSP's
         ownership interest in these loans; and

       * requiring the Debtors to segregate and hold in escrow
         any funds collected until a final judgment is entered in
         the proceeding.

   (c) enter a preliminary injunction requiring the Debtors to
       provide DBSP with an accounting of all funds relating to
       the DB Loans;

   (d) enter a judgment granting DBSP permanent injunctive relief
       with respect to the DB Loans and requiring the Debtors to
       turn over to DBSP all records, asset files, servicing
       records and income with respect to the DB Loans;

   (e) enter judgment declaring that DBSP owns the Transferred
       Loans free and clear of any interest of the Debtors in the
       loans;

   (f) enter judgment imposing a constructive trust over all
       income generated by the DB Loans and retained by the
       Debtors;

   (g) award possession to DBSP of all asset files, servicing
       records and income relating to the DB Loans; and

   (h) award DBSP its costs, expenses and attorney's fees
       pursuant to applicable agreements and law.

                         About New Century

Founded in 1995 and headquartered in Irvine, California, New
Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/   
-- is a real estate investment trust, providing mortgage products
to borrowers nationwide through its operating subsidiaries, New
Century Mortgage Corporation and Home123 Corporation.  The company
offers a broad range of mortgage products designed to meet the
needs of all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  When the
Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

The Debtors' exclusive period to file a plan expires on July 31,
2007.


NORANDA ALUMINUM: S&P Rates $750 Million Credit Facilities at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Noranda Aluminum Acquisition Corp.'s
$750 million credit facilities.  The $500 million term loan and
$250 million revolving credit facility are rated 'BB-', with a
recovery rating of '1', indicating an expectation for 100%
recovery of principal in the event of a payment default.  At the
same time, Standard & Poor's assigned its 'B-' rating to Noranda
Aluminum's $510 million floating-rate notes.
     
The corporate credit rating on parent Noranda Aluminum Holding
Corp. is 'B+'.  The outlook is stable.
     
"The ratings on Noranda Aluminum Acquisition Corp. reflect the
company's high debt leverage after the company's acquisition by a
private equity company and unstable profitability owing to its
exposure to cyclical aluminum prices," said Standard & Poor's
credit analyst Donald Marleau.  "Countering these weaknesses are
the company's integration and forward sales contracts that lock
in currently strong aluminum prices for about one-third of
production through 2010," Mr. Marleau added.

Ratings List

Noranda Aluminum Holding Corp.

Corporate credit rating                     B+/Stable/--

Rating Assigned

Noranda Aluminum Acquisition Corp.

$500 million term loan                      BB-
  Recovery rating                           1

$250 million revolving credit facility      BB-
  Recovery rating                           1

$510 million floating-rate notes            B-


NORTHWEST AIRLINES: Posts $292 Mil. Net Loss in Qtr Ended March 31
------------------------------------------------------------------
Northwest Airlines Corporation reported a net loss of
$292 million for the first quarter ended March 31, 2007, compared
with a net loss of $1.10 billion for the same period in fiscal
2006.  

Excluding reorganization items, Northwest Airlines Corp. reported
a first quarter 2007 pre-tax profit of $100 million, compared with
a first quarter 2006 pre-tax loss of $129 million.  

Operating revenues in the first quarter decreased by 0.6 percent
to 2.87 billion, versus operating revenues for the first quarter
of 2006 of $2.89 billion.  System passenger revenue increased 7.5
percent to $2.2 billion on 4.7 percent more mainline available
seat miles (ASMs), resulting in a 2.7 percent improvement in unit
revenue.  Including regional carrier revenues, Northwest's
consolidated unit revenue improved 1.3 percent on 3.1 percent more
ASMs.

Operating expenses in the quarter decreased 8.0 percent year-over-
year to $2.67 billion.  Mainline unit costs, excluding fuel,
decreased by 7.5 percent on 4.6 percent more ASMs.

Included in the first quarter 2007 fuel expense of $704 million is
approximately $28 million in mark-to-market fuel derivative gains
related to future contracts.  Without the favorable impact of
mark-to-market fuel derivative gains, fuel averaged $1.85 per
gallon, excluding taxes, down 1.3 percent versus the first quarter
of last year.

Northwest's quarter-ending unrestricted cash and short-term
investments balance was approximately $2.4 billion, excluding
$543 million of restricted cash and short-term investments.


Commenting on the results, Neal Cohen, executive vice president
and chief financial officer, said, "Building on our restructuring
progress, Northwest realized significant year-over-year earnings
improvement and a first quarter pre-tax profit, excluding
reorganization items.  This represents the first time the company
has realized a first quarter profit, excluding unusual items,
since 1998."  

Mr. Cohen added, "Northwest has achieved competitive restructured
costs, further improved its premium revenue position and, over the
next several years, will realize significant fleet changes that
will drive continued improved financial results."

Discussing the current environment, Mr. Cohen said, "While we are
optimistic as we look forward, we are seeing some softening in
domestic revenue and we remain concerned about the impact of fuel
price increases."

Doug Steenland, Northwest Airlines president and chief executive
officer, said, "Our first quarter results met our expectations as
compared to the business plan.  The year-over-year comparisons
clearly indicate that the restructuring actions that have been
accomplished over the past 19 months are positioning Northwest
Airlines for long-term profitability.

We could not have realized these financial results without the
excellent work of our employees, especially given the adverse
winter weather that impacted our operations this quarter,
particularly in the upper Midwest.  We thank our employees for
their efforts."

Discussing the airline's restructuring, Mr. Steenland said,
"During the first quarter, we made steady progress in our
restructuring efforts.  The Bankruptcy Court approved the
company's Disclosure Statement and the Plan of Reorganization is
now before the creditors for a vote.  In mid-April, we announced
our new board of directors that will help guide the airline once
it emerges from bankruptcy protection.  The mix of current and new
board members will bring a variety of expertise to Northwest that
will be helpful as the airline repositions itself to be a strong,
profitable company going forward."

Commenting on the airline's employee gainsharing programs, Mr.
Steenland added, "A key element of our business plan is the
various programs we have instituted to allow employees to share in
the success of a profitable Northwest.  So far in 2007, the
airline distributed to its employees approximately $395 million in
profit sharing, performance incentive payments and proceeds from
unsecured claims sales that were part of the collective bargaining
agreements.  Through 2010, we forecast that Northwest employees
will receive approximately $1.6 billion in distributions through
these programs and claims."

He continued, "We expect to complete our restructuring process in
June and emerge as a stronger and profitable company with the
highest valuation in the company's history."

                          Restructuring   

In early April, Northwest began soliciting creditor approval of
its Plan of Reorganization after receiving Bankruptcy Court
approval to do so.  U.S. Bankruptcy Court Judge Allan Gropper gave
Northwest permission to seek creditors' approval after he ruled
that the airline's plan, including its Disclosure Statement, met
the legal requirements.  Creditors will have until May 7 to vote
on the Northwest plan.

Earlier this month, in conjunction with the Unsecured Creditors'
Committee, Northwest announced the make-up of its post-emergence
board of directors.  The new board will include continuing and new
directors who bring a broad mix of skills, including airline
operations, consumer marketing and branding and financial
expertise to Northwest Airlines.

                    About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.

                           Plan Update

On Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  The hearing to
consider confirmation of the Debtors' Plan is set for May 16,
2007.


PACIFIC LUMBER: Court Rules Against Transfer of Cases to Calif.
---------------------------------------------------------------
The Hon. Judge Richard S. Schmidt of the United States Bankruptcy
Court for the Southern District of Texas has denied the various
motions filed by several California State Agencies, the Official
Committee of Unsecured Creditors, the U.S. Trustee, and the City
of Rio Dell, Calif., to have Pacific Lumber and debtor-affiliates'
cases transferred to the Northern District of California.

In February 2007, the California Resources Agency, the California
Department of Forestry and Fire Protection, the California
Department of Fish and Game, the California Wildlife Conservation
Board, the California Regional Water Quality Control Board, North
Coast Region, and the State Water Resources Control Board, filed a
motion to have the Debtors' cases transferred to the Northern
District of California, Oakland Division, citing that Debtors
manufactured venue through the formation of Scotia Development LLC
as a limited liability company in Corpus Christi, Texas.

Subsequently, the City of Rio Dell asked the Court to transfer
Debtors' consolidated case to the Northern District of California,
citing that "the citizens of Rio Dell, including their elected
representatives, have no way of meaningfully participating in
Debtors' bankruptcy process if it remains in Texas."

In addition, the Official Committee of Unsecured Creditors asked
the Court to transfer venue of the Debtors' cases to the Northern
District of California, in the interest of justice, for the
convenience of the parties-in-interest and for the efficient and
economic administration of the Debtors' estate, asserting that the
Debtors' cases were filed in an improper district for purposes of
Section 1408 of the Judiciary and Judicial Procedures Code.

Furthermore, Charles F. McVay, the U.S. Trustee for Region 19,
asked the Court to transfer the venue of Debtors'  jointly
administered bankruptcy cases Debtors' to the Northern District of
California, maintaining that all facts available to the U.S.
Trustee point to the conclusion that the California Debtors
created Scotia Development LLC principally to establish a basis
for venue in Texas and thus avoid the requirement that they file
their bankruptcy cases in California.

"While many of the parties allege that venue is improper, the
unrefuted facts presented at the hearing demonstrate that venue
is proper in the Southern District of Texas," Judge Schmidt
opines.

Judge Schmidt acknowledges that Scotia Development LLC is a Texas
Limited Liability Company whose principal assets and principal
place of business are located in the Southern District of Texas.  
The company was incorporated approximately eight months before
the Debtors' bankruptcy filing as a special purpose corporation
with a valid business purpose independent of venue selection, the
Court holds.

Scotia Development provided real estate expertise to Scotia
Pacific Company LLC and The Pacific Lumber Company, the Court
notes.  At all times after its incorporation, Scotia Development
was an affiliate of the Debtors.

The Court states that Congress permitted venue for a corporation
in the state of its incorporation, in the location of its
principal place of business, in the location of its assets, and
in any district where an affiliate corporation has filed.

The California State Agencies, the Committee, the U.S. Trustee,
Humboldt County and Rio Dell have argued that venue is improper
because Scotia Development was incorporated 233 days before its
Chapter 11 filing, citing a recent oral opinion of Judge Robert
D. Drain of the Southern District of New York in In re Winn-Dixie
Stores, Inc. Case No. 05-11063 (Bankr. S.D.N.Y. 2005).

The Winn-Dixie Court found that venue was proper in New York,
Judge Schmidt maintains.  However, the Winn-Dixie Court used its
discretion to transfer the case "in the interest of justice," not
because venue was improper, Judge Schmidt clarifies.  

The Venue Transfer Parties also argued that the transfer of the
Scotia Development stock from Maxxam Group Inc. to PALCO on the
day before bankruptcy should infer bad faith and render venue
improper.  The Court holds that the stock transfers did not
affect Scotia Development's status as an affiliate of the other
Debtors, hence it had no impact on venue.

The Court also finds that the record does not support the
allegation that Scotia Development only filed for bankruptcy to
guarantee the other Debtors' debt.  In any case, the Court states
that the guarantee is a contingent liability and is balance sheet
neutral.

More importantly, Scotia Development's primary assets are
obligations from PALCO and Scopac and its principal business
opportunities were the sales of affiliated Debtors' assets, the
Court notes.  "Whether or not Scotia Development guaranteed debt,
it appropriately qualifies as a debtor," Judge Schmidt says.

The Transfer Venue Parties also asserted that the size of Scotia
Development should disqualify it as an affiliate for venue
purposes.

The fact that Scotia Development had a "phone booth" office is
irrelevant, the Court holds.  "Venue is district wide.  Even
without all of the Corpus Christi connections, venue is proper in
the Southern District of Texas," Judge Schmidt opines.  "At the
time Scotia Development filed its bankruptcy petition, the
Southern District was its only appropriate venue selection."

There also is no evidence of forum shopping, Judge Schmidt holds.

                Transfer of Venue is Not Necessary

A plaintiff's choice of forum should be respected unless it is
clearly outweighed by other considerations, the Court states.

The Debtors had at least three venue choices -- the District of
Delaware, the Southern District of Texas and the Northern
District of California.  Upon consideration, the Debtors elected
to file in the Southern District of Texas.  Accordingly, the
Court says, the Debtors' choice of forum should be respected.

The Debtors' cases require financial restructuring, the Court
notes.  Neither the bankruptcy nor any proposed plan will
restructure the Debtors' operations.  Moreover, a plan of
reorganization cannot restructure the environmental laws and
regulations of California and the United States.  Although
significant environmental and regulatory issues involving the
Debtors exist, it is unlikely that the Court will be involved in
those issues.

Also, no evidence was presented to refute the Debtors' assertion
that they are solvent, the Court points out.  Thus, liquidation
is unlikely, the Court notes.  If the case converts to Chapter 7,
transfer may be appropriate, Judge Schmidt opines.

As to the Debtors' creditors, Judge Schmidt notes that:

   * Scopac's largest constituency is the Noteholders, which are
     located all over the United States.  Of the 113 identified
     Individual Noteholders, only one was domiciled in the
     Northern District of California.  Also, of the 27 members of
     an Ad Hoc Committee of Timber Noteholders, 17 are located in
     New York;

   * PALCO's largest secured creditor, Marathon Structured
     Finance, is headquartered in New York City, while LaSalle
     Bank National Association, another secured creditor, is
     headquartered in Chicago.  The Credit Agreements with
     Marathon and LaSalle contain clauses designating New York
     courts as having jurisdiction and venue over disputes
     related to the Agreements.  California is not more
     convenient for the PALCO Secured Creditors than Texas, the
     Court finds; and

   * The Debtors' unsecured creditors are scattered all over the
     United States.  The Southern District of Texas is equally
     convenient or more convenient for those creditors.

Normally, a court would normally rely on the Creditors
Committee's position.  However, the Committee appointed by the
U.S. Trustee in the Debtors' cases is dominated by three parties
with lawsuits against the Debtors who are not trade creditors and
whose motives are more related to legal strategy than convenience
of all of the unsecured creditors, Judge Schmidt points out.

The Court further acknowledges that the Debtors' Board of
Directors are the persons that will make the important management
decisions regarding the Debtors' financial restructuring process.

Certain of the Debtors' officers are located in the Southern
District of Texas, including James Shanks, president of Scotia
Development; Bernie Birkel, secretary for all the Debtors; Emily
Madison, assistant secretary for the Debtors; Valencia McNeil,
assistant secretary for the Debtors; and Norma Romo Robertson,
assistant secretary for the Debtors.  All three members of
Scopac's Board of Managers are located in the Southern District
of Texas.  Moreover, the meetings of Scopac's managers and the
PALCO Board take place at the offices of Maxxam in Houston,
Texas.

Thus, the Southern District of Texas is much more convenient for
the participation of the Debtors' Board than the Northern
District of California, the Court opines.

On the contrary, the Venue Transfer Parties failed to present
sufficient evidence to overcome the presumption in favor of the
Debtors' choice of forum, the Court finds.  Thus, the Debtors'
cases should remain in the Southern District of Texas, Judge
Schmidt rules.

A full-text copy of 29-page Venue Transfer Order is available for
free at http://researcharchives.com/t/s?1df9

                         PALCO's Statement

"The Pacific Lumber Company is pleased with the Court's decision
to retain venue for the Company and its subsidiaries' voluntary
Chapter 11 bankruptcy cases in the Federal Bankruptcy Court for
the Southern District of Texas," George A. O'Brien, president and
chief executive officer of The Pacific Lumber Company, said in a
news release.

"We agree with the Court's statement that 'While many of the
parties allege that venue is improper, the unrefuted facts
presented at the hearing demonstrate that venue is proper in the
Southern District of Texas.'"

"We believed from the beginning of this case that venue is
appropriate in Corpus Christi, as the Court's ruling confirms,"
Mr. O'Brien stated.

"This ruling is obviously important to the Companies and our
employees.  Getting this key matter behind us will now allow the
Companies to work with their creditors, lenders, and other
necessary parties to focus on reorganizing our Companies so that
we can emerge quickly from bankruptcy as a strong, ongoing
business," Mr. O'Brien added.

                       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. 14, http://bankrupt.com/newsstand/or
215/945-7000).


PALMER ABS: Moody's Rates $22.5 Million Class D Notes at Ba1
------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Palmer ABS CDO 2007-1, Ltd.:

    (1) Aaa to the $100,000,000 Class A-1 Floating Rate Senior
        Secured Notes Due 2047;

    (2) Aa2 to the $50,000,000 Class A-2 Floating Rate Senior
        Secured Notes Due 2047;

    (3) A2 to the $55,000,000 Class B Floating Rate Deferrable
        Subordinate Secured Notes Due 2047;

    (4) Baa2 to the $40,000,000 Class C Floating Rate Deferrable
        Junior Subordinate Secured Notes Due 2047; and

    (5) Ba1 to the $22,500,000 Class D Floating Rate Deferrable
        Junior Subordinate Secured Notes Due 2047;

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

GSCP (NJ), L.P. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


PARAMOUNT RESOURCES: CDN$2.2 Bil. Offer Cues S&P's Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC+' long-term corporate credit rating, on Paramount
Resources Ltd. on CreditWatch with positive implications.  The
placement follows the announcement that that Statoil ASA has
entered into an acquisition agreement with North American Oil
Sands Corporation whereby Statoil will make an all-cash offer to
acquire all of the outstanding shares of NAOSC for approximately
CDN$2.2 billion.  The sale will generate approximately
CDN$682.4 million for Paramount.
     
"The CreditWatch placement reflects the possibility for
significant improvement in the financial profile of Paramount if
the sale proceeds are largely used to deleverage," said Standard &
Poor's credit analyst Jamie Koutsoukis.  "Furthermore, in addition
to the ability Paramount will have to improve its capital
structure following the sale, its liquidity and financial
flexibility will improve dramatically as it will likely clear
availability on its bank facilities," Ms. Koutsoukis added.
     
With the expected sale of NAOSC, the term loan B will likely be
prepayed following the transaction.  The terms of the loan require
that the proceeds from the sale of Paramount's interest in NAOSC
must be offered to the debtholders to repurchase the existing term
loan B.  Furthermore, a call provision provides Paramount the
option of retiring the debt.  The sale of Paramount's shares in
NAOSC to Statoil will generate approximately CDN$682.4 million for
the company, which provides ample funds for the prepayment.    
     
The extent of any positive rating action will depend on an
analysis of Paramount's planned uses of the proceeds and amount of
debt reduction the company will achieve as a result of the sale.  
S&P do not expect to resolve the CreditWatch placement until
further consultation with Paramount's management the transaction
closes.


QTC MANAGEMENT: Credit Pact Amendment Cues Moody's to Hold Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of QTC Management, Inc, following its recent announcement to amend
its existing first lien credit agreement.  QTC is proposing to add
an additional $30 million to its $110 million senior secured first
lien term loan and use the proceeds, along with available cash, to
repay its existing $45 million secured, second lien term loan.  As
a result of the refinancing of the second lien debt with first
lien debt, Moody's downgraded the first lien credit agreement to
B2 from Ba3 and changed the Probability of Default Rating to B3
from B2 given the significantly diminished support from the
previously subordinated second lien debt.  The ratings outlook
remains stable.

Moody's affirmation of QTC's B2 CFR reflects the company's small
size, significant revenue concentration with the Department of
Veterans Affairs, its heavy reliance on funding from government
programs and minimal diversity of its overall client base.  
Moody's also noted that most of the company's key credit metrics,
including adjusted Debt to EBITDA, are indicative of a B2 rated
company.

The ratings also reflect the company's leading position as an
outsourced private provider to several federal government
agencies.  The ratings also consider the stability of the
company's revenues due to the fact that almost all of its revenues
come from long-term contracts with government agencies, in which
QTC has historically retained a majority of these contracts upon
renewal while serving some of these clients for over ten years.

These QTC Management, Inc. ratings have been downgraded:

    * $140 million first lien term loan, to B2, LGD3, 33%
      from Ba3, LGD2, 29%

    * $15 million first lien revolver, to B2, LGD3, 33%
      from Ba3, LGD2, 29%

    * Probability of Default Rating, to B3 from B2

This QTC Management, Inc. rating is affirmed:

    * Corporate Family Rating, rated B2

QTC Management, Inc, based in Diamond Bar, California, is the
leading provider of disability evaluations and medical evidence
development services.  The company provides disability exams under
contracts with the Department of Veteran Affairs and other
governmental agencies through its national network of 12,600
independent physicians and 32 leased facilities in seven states.  
QTC reported approximately $104 million in total revenues for the
twelve months ended December 31, 2006.


RADIOSHACK CORP: Earns $42.5 Million in Quarter Ended March 31
--------------------------------------------------------------
RadioShack Corporation reported net income of $42.5 million for
the first quarter ended March 31, 2007, versus net income of
$8.4 million for the same period ended March 31, 2006.  First
quarter net income was favorably impacted by a reduction in
selling, general and administrative expenses and an increase in
interest income when compared to the prior year period.

The results for the current quarter include a pre-tax charge of
approximately $8.5 million for employee separation costs in
connection with a reduction in corporate support staff, while the
prior year period's results include a charge for impairment of
fixed assets which reduced the company's 2006 first quarter pre-
tax income by $8.9 million.

RadioShack's cash balance increased by $418 million at the end of
first quarter of 2007 to $463 million from $45 million at the end
of first quarter of 2006.  The increase in cash was driven by
improved working capital management and cash generated from net
income partially offset by cash used in share repurchases of
$45.2 million under the company's share repurchase program.  As of
March 31, 2007, $163 million remained available for share
repurchase under the repurchase program.

First quarter 2007 comparable store sales were down 9.2% versus
the prior year.  Total sales decreased in the first quarter of
2007 to $992 million, down 14.5%, from total sales of
$1.16 billion for the previous year.  The declines in the postpaid
wireless business continue to impact both the comparable store and
total sales results.  In addition, total sales were impacted by
506 fewer company-operated stores and kiosks when compared to last
year.

"We took the opportunity earlier this year to warn that same store
sales numbers for the first quarter were likely to be challenging,
given the highly promotional nature of our business in the first
quarter last year.  And so it proved.  Nonetheless, against this
background we were able to produce financial results which
reflected steady improvement in our operating economics," stated
Julian C. Day, chairman and chief executive officer.

First quarter 2007 gross margin rate was 52.0% versus 48.3% for
the same period of the previous year, an increase of 370 basis
points.  The increase was driven primarily by improved inventory
management, improved product mix and to a lesser extent the
$14 million tax benefit associated with the recapture of federal
telecommunications excise tax.

SG&A expenses were $412 million in the first quarter of 2007, down
$84 million or 16.9% versus the prior year.  The decrease was due
to cost reductions in payroll, advertising and outside services,
partially offset by the costs associated with the employee
separations.

Free cash flow improved significantly when compared to last year's
first quarter.  RadioShack generated $37 million in free cash flow
in the first quarter of 2007 versus a cash use of $310 million in
the first quarter of 2006.  The increase in cash generation was a
result of improved inventory management and more prudent capital
expenditures, combined with higher net income.

"We are encouraged by our progress, both in improvement of gross
margin and management of SG&A expenses, resulting in a significant
increase in both net income and cash balance," stated Jim Gooch,
chief financial officer.  "While we recognize and are focused on
our top-line sales challenges, particularly in the wireless
business, we will continue to bring a disciplined approach to the
management of our business, with the goals of improving
profitability, strengthening our balance sheet and driving cash
flow."

At March 31, 2007, the company's balance sheet showed
$1.88 billion in total assets, $1.18 billion in total liabilities,
and $699.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1e2f

                   About RadioShack Corporation

RadioShack Corporation (NYSE: RSH) -- http://radioshack.com/--  
retails consumer electronics specialty products through more than
6,000 company-operated stores and dealer outlets in the United
States, over 100 RadioShack locations in Mexico and nearly 800
wireless phone kiosks.  

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2007,
Moody's Investor Services downgraded RadioShack Corp.'s long term
rating and the company's short term rating and assigned a
corporate family rating of Ba1, as well as a speculative grade
liquidity rating of SGL-1.  The outlook for the company's long-
term ratings is stable.


RARE RESTAURANT: Moody's Junks Rating on $100 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1/46%/LGD3 rating to Rare
Restaurant Group, LLC's $100 million guaranteed senior secured
notes due 2014.  In addition, Moody's assigned a corporate family
rating of Caa1.  The outlook is stable.

Rare will use the proceeds from this note offering along with
approximately $70 million in contributed equity and a $20 million
holding company note to acquire all of the assets of Mastro's
restaurants and related assets.

The Caa1 corporate family rating reflects the company's modest
scale, limited scope, weak debt protection metrics, high
geographic concentration risk, and relativey aggressive growth
plans.  However the ratings also incorporate the company's
reasonable operating metrics, good margins, and sizeable average
unit volumes.

The stable outlook reflects Moody's expectation that Rare will
prudently manage its growth strategy in an effort to improve debt
protection metrics, minimize any potential brand dilution or
deterioration in liquidity.

Mastro's owns and operates seven luxury steakhouse and seafood
restaurants located in Scottsdale, Arizona and Southern
California. Mastro's average check is approximately $100.  For the
year ended December 31, 2006, Mastro's reported revenues and
operating income of $72 million and $13 million respectively.

Rare Restaurant Group, LLC, is owned by Kinderhook Capital Fund II
L.P. (42.9%), Soros Strategic Partners, LP (45%), and management
and other investors (12.1%).


REAL ESTATE: Moody's Puts Low-Ratings on Six Securities
-------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
securities issued by Real Estate Asset Liquidity Trust 2007-1.

The provisional ratings issued on March 30, 2007 have been
replaced with these definitive ratings:

    - Class A-1, $195,580,000, rated Aaa
    - Class A-2, $261,900,000, rated Aaa
    - Class XP-1, $479,716,000*, rated Aaa
    - Class XC-1, $1,000*, rated Aaa
    - Class B, $12,208,000, rated Aa2
    - Class C, $12,208,000, rated A2
    - Class D-1, $1,000, rated Baa2
    - Class E-1, $1,000, rated Baa3
    - Class D-2, $12,849,000, rated Baa2
    - Class E-2, $3,854,000, rated Baa3
    - Class F, $3,855,000, rated Ba1
    - Class G, $1,285,000, rated Ba2
    - Class H, $1,285,000, rated Ba3
    - Class J, $1,285,000, rated B1
    - Class K, $642,000, rated B2
    - Class L, $1,928,000, rated B3
    - Class M, $5,142,418, rated NR
    - Class XP-2, $1,000*, rated Aaa
    - Class XC-2, $514,022,418*, rated Aaa

* Approximate notional amount


REICHMANN REAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Reichmann Real Estate Co., LLC
        1048 Texan Trial
        Grapevine, TX 76051

Bankruptcy Case No.: 07-20236

Type of Business: The Debtor develops real estate property.

                  Reichmann Petroleum Corp., the Debtor's
                  affiliate, filed for Chapter 11 protection on
                  December 8, 2006 (Bankr. S.D. Tex. Case No.
                  06-20804).

Chapter 11 Petition Date: April 30, 2007

Court: Southern District of Texas (Corpus Christi)

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  Neligan Foley Tarpley LLP
                  1700 Pacific Avenue, Suite 2600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301

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.


ROSEMARY ROMO: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rosemary G. Romo
        fdba Isias Secrets
        fdba Able's Chemical Free Yardwork
        94 Hollywood Avenue
        San Jose, CA 95112

Bankruptcy Case No.: 07-51177

Chapter 11 Petition Date: April 24, 2007

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Charles B. Greene, Esq.
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

Total Assets: $1,379,335

Total Debts:  $1,128,976

Debtor's Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service                                $85,000
Stop HQ5420
P.O. Box 99
San Jose, CA 95103

Franchise Tax Board                                     $20,000
Special Procedures
P.O. Box 2952
Sacramento, CA 95812

Santa Clara Mission              Cemetary Charges        $8,000
490 Lincoln Street
Santa Clara, CA 95050

Irma Gutierrez                   Personal Loan           $3,000

Monarch Grand Vacations                                  $1,792

Cingular Wireless                                          $453

Capital One Services, Inc.                                 $139


RUNNING HORSE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Running Horse, L.L.C.
        dba Running Horse Golf and Country Club
        dba Running Horse Development
        dba Running Horse Realty
        2121 West Whitesbridge
        Fresno, CA 93706
        
Bankruptcy Case No.: 07-11185

Type of Business: The Debtor owns and operates the Running Horse
                  Golf & Country Club, a multi-entry private,
                  gated community that has 758 upscale homesites,
                  an 18-hole championship golf course, and a
                  42,000-square foot clubhouse with spa facilities
                  and  a fitness center.  See
                  http://www.runninghorsegolf.com/

Chapter 11 Petition Date: April 27, 2007

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Riley C. Walter, Esq.
                  7110 North Fresno Street, Suite 400
                  Fresno, CA 93720
                  Tel: (559) 435-9800

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ben Nakagawa                                         $2,793,150
946 South Hughes Avenue
Fresno, CA 93706

Kent & Nancy Northeross                              $2,739,305
P.O. Box 3381
Tubac, AZ 85646

Emmetts Excavation, Inc.                             $1,662,673
1477 Menlo
Clovis, CA 93611

Ed May                           party to lawsuit    $1,590,059
6054 West Bluff Avenue
Fresno, CA 93722

Elon Golf Construction                               $1,500,000
17333 South Comconex Road
Manteca, CA 95336

Melene H. Dovilis Rev. Trust                           $941,932
P.O. Box 3381
Tubac, AZ 85646

Joyce Scampa                                           $881,529
1298 Adobe Lane
Pacific Grove, CA 93950

Triad/Holmes Associates                                $847,753
P.O. Box 1570
Mammoth Lakes, CA

Maude Goorabian                                        $753,956
P.O. Box 1852
Fresno, CA 93706

Eddie & Eujenia Morales                                $679,221
2404 West Church Avenue
Fresno, CA 93706

Edinger Architectural Corp.                            $628,000
2827 Presidio Drive
San Diego, CA 92110

I.M.G.                                                 $550,000
101 Clay Street
San Francisco, CA 94111

Thomas Joyce                                           $545,975

Bill & Kathleen Sotero                                 $500,000
P.O. Box 804
Aptos, CA 95001-0804

Francisco & Maria Torres                               $421,647
2426 West Church Avenue
Fresno, CA 93706

Tobb Sabin                                             $300,000

Gary T. Vigen                                          $277,750
1122 East Olive
Fresno, CA 93728

Bryan Graham                                           $200,000

Christian & Tamera Lauren                              $200,000

Marilyn Pope                                           $200,000


SOLUTIA INC: Panel Wants Monsanto & Pharmacia to File Final Claims
------------------------------------------------------------------
The Official Committee of Equity Security Holders in Solutia Inc.
and its debtor-affiliates' bankruptcy cases asks the U.S.
Bankruptcy Court for the Southern District of New York to compel
Monsanto Company and Pharmacia Corp. to file final amended proofs
of claim and file in final form any additional proofs of claim no
later than 21 days after entry of an order directing them to do
so, to provide certainty regarding the alleged amount of their
claims.

Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pitman LLP, in New
York, relates that the claims will be amongst the largest and most
significant claims asserted in the Debtors' Chapter 11 cases.  She
asserts that an opportunity to evaluate the claims as fully
asserted is critical for parties:

    -- attempting to develop a plan of reorganization; and
    -- evaluating any and all plans that may be proposed.

Ms. Dine points out that although the alleged resolution of
Monsanto's and Pharmacia's claims has been the major focus of the
Debtors' reorganization strategy, the Debtors have not even
required Monsanto and Pharmacia to file final proofs of claim so
as to enable other parties-in-interest to fairly assess and
evaluate both claims, and in turn, the viability of the Debtors'
strategy.

According to the numerous stipulations between Monsanto, Pharmacia
and the Debtors extending the deadline for Monsanto and Pharmacia
to submit final amended and any additional proofs of claim in
final form, the reason for the extension is because "Monsanto and
Pharmacia are currently in the process of reviewing these proofs
of claim to determine if their Initial Proofs of Claim should be
amended and what additional proofs of claim they believe they are
entitled to file."

With more than two years having passed from the bar date for the
filing of the claims, Monsanto and Pharmacia have had more than
enough time to review the filed claims and will not be prejudiced
or overly burdened by having to file their final proofs of claim
within 21 days of an order, Ms. Dine argues.

On June 7, 2005, the Debtors and Monsanto each publicly announced
that the Debtors, Official Committee of Unsecured Creditors and
Monsanto have reached an agreement on the principal terms of a
plan of reorganization that was memorialized in a proposed term
sheet.  It provided that Monsanto would:

    -- assume all legacy tort liabilities;

    -- assume some environmental liabilities for specific sites
       that were never owned or operated by Solutia after the
       spin-off from Monsanto;

    -- provide a backstop for a $250,00,000 rights offering that
       would fund almost all of its retiree medical liability for
       pre-spin retirees and a part of environmental liabilities
       at two of Solutia's sites; and

    -- share responsibility for environmental remediation at
       Solutia's Anniston and Sauget sites.

The Debtors filed their Joint Plan of Reorganization and related
disclosure statement on Feb. 14, 2006.  Although the Plan
currently is likely no longer viable because of, among other
reasons, a material change in the enterprise value of the Debtors,
the Debtors desire to preserve the essential terms of the global
settlement as a basis for any new or amended plan of
reorganization, Ms. Dine says.

However, a fundamental problem with the disclosure statement was
that it completely failed to quantify Monsanto's claims, making it
impossible for the Equity Committee, or any other party, to
evaluate the impact and effect of the proposed global settlement,
Ms. Dine tells the Court.

Ms. Dine asserts that any additional delay would be significantly
prejudicial to the Equity Committee because its ability to
formulate and propose a meaningful plan, and to evaluate other
plan proposals, will largely depend upon having accurate claim
information.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Gets Okay to Acquire Akzo Nobel's 50% Flexsys Stake
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Solutia Inc. and its debtor-affiliates authority to acquire
Akzo Nobel N.V.'s interest in Flexsys pursuant to the terms of a
transaction agreement, and provide Flexsys with a subordinated
intercompany loan up to $150,000,000 for the acquisition of Akzo
Nobel's interest in Flexsys.

The Court overrules all objections to the request that have not
been withdrawn, waived or settled, and all reservation of rights
included.

                  Solutia-Akzo Nobel Relationship

Solutia and Akzo Nobel have been partners in Flexsys, a
successful rubber chemicals business with 13 manufacturing
facilities worldwide, with approximately 1,000 employees, and
annual revenues in fiscal year 2006 of about $600,000,000.

Flexsys was formed in 1995 as a 50/50 joint venture between Akzo
Nobel and Monsanto Company.  Solutia was created in 1997 by
Pharmacia Corp., then known as Monsanto, pursuant to a spin-off
transaction.  In connection with the spin-off, Solutia received
Pharmacia's interest in Flexsys.  Flexsys is not a debtor in the
Debtors' Chapter 11 cases.

Flexsys is headquartered in Brussels, Belgium, and is comprised
of three primary legal entities:

   (a) Flexsys Holding B.V.,
   (b) Flexsys America LP, and
   (c) Flexsys Rubber Chemicals Ltd.

By late 2005, Akzo Nobel had decided to exit the rubber chemicals
business to focus on its other chemicals and coating businesses,
and asked Solutia if it would consent to a sale of Akzo Nobel's
50% interest in Flexsys.

Solutia relates that following a year-long process resulting in
three binding bids, it concluded that it would not be in the
estates' best interest to sell Solutia's stake in Flexsys at the
prices and on the terms and conditions set forth in the bids
submitted.

Solutia management, with input from its operational consultants,
CRA International, formerly Charles River Associates, undertook a
strategic review options with respect to Flexsys on the summer of
2006.

As a result of the review, Solutia's Board of Directors
determined that the best course of action would be to seek to
purchase Akzo Nobel's 50% in Flexsys on favorable terms.

                       Proposed Transaction

On Feb. 27, 2007, after several months of arm's-length
negotiations, Solutia and Akzo Nobel reached an agreement on the
terms of Solutia's proposed acquisition of the remaining 50%
interest in Flexsys.

Under the terms of the Transaction Agreement, the Flexsys
entities will repurchase Akzo Nobel's interests in Flexsys for
$212,500,000, subject to certain deductions and adjustments.  

Upon the closing of the proposed transaction, the Flexsys
Entities will become wholly-owned subsidiaries of Solutia.  
However, they will remain separate and distinct legal entities
from Solutia and its affiliated subsidiary debtors.  Akzo Nobel
will continue to be responsible for certain legacy environmental
liabilities.

To provide Flexsys with sufficient funds for its general
corporate and other working capital needs, the Flexsys Entities
have negotiated a commitment from KBC Bank N.V. and Citigroup
Global Markets Limited for $200,000,000.  The credit facility
will be secured solely with the assets of the Flexsys Entities
and will not result in any additional obligations on Solutia or
any of its Debtor-subsidiaries.

Solutia previously amended its debtor-in-possession financing
facility to provide up to $150,000,000 as an intercompany loan to
the Flexsys Entities, to finance the proposed transaction.

The intercompany loan will be subordinate to the financing
obtained directly by the Flexsys Entities; have an initial term
of six years; be non-amortizing; and will be provided on
customary market rates and terms for debt of this kind.  No
interest will be paid to Solutia on account of the subordinated
intercompany loan until Solutia emerges from Chapter 11 and
certain other conditions have been satisfied.

The subordinated intercompany loan will be subject to an
intercreditor agreement among Solutia, KBC Bank, and Citigroup.

Under the Transaction Agreement, Akzo Nobel and its affiliates
will agree to a five-year, worldwide non-compete in the Field of
Agreement, subject to limited exceptions.  The Akzo Nobel
entities will not solicit or hire any employees of the Flexsys
Entities for three years after closing, subject to customary
exceptions.

The Akzo Nobel Entities will reimburse Flexsys for 50% of the
cost of the "disentanglement transactions," which refers to
certain transactions designed to separate the operations of the
Flexsys Entities from the Akzo Nobel Entities, incurred after the
Closing or incurred but not paid as of immediately before
Closing.

To the extent the Akzo Nobel Entities will continue providing
services to the Flexsys Entities at certain sites after the
Closing, the parties will enter into services agreements before
Closing that will have substantially similar terms as the
operating agreements that govern the services before the Closing.  
The services will generally be provided on the same economic
terms as they are provided under the current operating
agreements.

The Transaction Agreement also contains customary covenants
regarding access to books and records; efforts to obtain
financing; cooperation regarding certain material litigation;
cooperation regarding intellectual property transfer; tax
matters; and termination of certain affiliate arrangements.

A summary of proposed transaction terms is available for free at:

               http://researcharchives.com/t/s?1c5f    

James M. Sullivan, senior vice president and chief financial
officer of Solutia, states that as a condition to the proposed
transaction to acquire the rights to manufacture and market
certain Flexsys products in Asia, the Flexsys Entities, along
with their Japanese affiliate Flexsys KK, will enter into an
equity purchase agreement and an asset purchase agreement,
pursuant to which the Kashima Buyers will purchase all of Akzo
Nobel's Crystex(R) business in Japan from affiliates of Akzo
Nobel.

Under the Kashima Purchase Agreements, the Kashima Buyers will
acquire all of the outstanding shares of Crystex Japan K.K.,
which are owned by Akzo Nobel K.K.; and all of the assets owned
by Akzo Nobel Kashima K.K. that relate to its Crystex business
and to assume the liabilities related to the assets.  Neither
Solutia nor any of its Debtor-affiliates will participate in the
Kashima Transactions.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
states that the structure of the lending transaction provides tax
and financing benefits to Solutia, including allowing the
repayment of the intercompany financing without triggering a
United States taxable income inclusion.

Mr. Henes asserts that Solutia's acquisition of Akzo Nobel's 50%
stake in Flexsys and the provision of a subordinated intercompany
loan to Flexsys is in the best interest of Solutia's estates, its
stakeholders, and all other parties-in-interest because:

   (a) Solutia has the opportunity to create additional value for
       its estates as the sole owner of Flexsys.

       Solutia is acquiring Akzo Nobel's interest in Flexsys at
       an attractive price when compared to the acquisition
       prices for comparable specialty chemical companies.  Like
       Solutia, Flexsys is a global specialty chemicals business
       that specializes in the "know how" of manufacturing
       market-leading products, Mr. Henes says.

       Solutia continues to experience improved financial
       performance during the Chapter 11 cases as a result of
       implementing new business strategies, disposing of
       underperforming assets and shutting down unprofitable
       businesses, Mr. Henes notes.  Solutia believes that the
       implementation of many of the same strategies similarly
       would improve Flexsys' businesses to the benefit of all of
       Solutia's stakeholders.

   (b) The proposed transaction allows Solutia to retain and
       possibly enhance the value of its existing interest in
       Flexsys.

       Solutia believes that the proposed transaction would
       resolve the divergent business interests of Solutia and
       Akzo Nobel and present significant opportunities for
       Flexsys to be more profitable and competitive in the
       future.  Under the status quo, Solutia believes
       substantial value would remain trapped in a joint venture
       that lacks one dedicated owner or a viable exit strategy,
       thereby eroding the value of Solutia's existing investment
       in Flexsys.

   (c) The proposed transaction will be accretive to Solutia's
       earnings and cash flow, and will enhance Solutia's credit
       metrics by decreasing Solutia's debt-to-EBITDAR ratio.

   (d) The acquisition will diversify Solutia's cash flows.

Solutia should be authorized to enter into the Proposed
Transaction, including implementation of certain organizational
changes in connection with the acquisition, because Solutia has
demonstrated that good business reasons support acquiring Akzo
Nobel's interests in Flexsys, Mr. Henes tells the Court.

Solutia believes that the Proposed Transaction presents the
optimal way for Akzo Nobel to exit the Flexsys joint venture,
while at the same time allowing Solutia to maximize value for its
interest in Flexsys.

                      Organizational Changes

In connection with Solutia's acquisition of Flexsys, James R.
Voss, Solutia's senior vice president of Business Operations, has
been named president of Flexsys and senior vice president of
Solutia.  He will assume general management responsibilities for
the Flexsys business.

Robert T. DeBolt, Solutia's vice president of Strategy, has been
named senior vice president of Business Operations for Solutia.  
He will retain responsibility for the corporate strategy function
and will assume responsibility for four additional corporate
functions -- environmental, safety & health; human resources;
procurement; and information technology.

Solutia will enter into new employment agreements with Messrs.
Voss and DeBolt.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOURCE ENTERTAINMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Lead Debtor: Source Entertainment, Inc.
             11 Broadway Suite 360
             Manhattan, NY 10003
             aka Source Enterprises, Inc.
             aka Source Magazine, L.L.C.
             aka Source Merchandising L.L.C.
             aka Source Entertainment, L.L.C.
             aka Source Holdings L.L.C.

Bankruptcy Case No.: 07-11243

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Source Magazine, L.L.C.                    07-11245

Type of Business: The Debtor is the publisher of the "The Source",
                  a US monthly full-color magazine covering hip-
                  hop music, politics and culture.  See
                  http://www.thesource.com/

Chapter 11 Petition Date: April 27, 2007

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Jerrold Lyle Bregman, Esq.
                  Curtis, Mallet-Prevost, Colt & Mosle, L.L.P.
                  101 Park Avenue
                  New York, NY 10178
                  Tel: (212) 696-6185

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

The Debtors did not submit a list of their largest unsecured
creditors.


SOUTHPARK COMMUNITY: Exclusive Plan Filing Extended Until July 28
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
extended Southpark Community Hospital LLC's exclusive periods to:

     a. file a Chapter 11 plan of reorganization until July 28,
        2007; and

     b. solicit acceptances of that plan until Sept. 26, 2007.

As reported in the Troubled Company Reporter on April 11, 2007,
the Debtor said 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.

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.
No Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $1 million to
$100 million.


SPECTRUM SIGNAL: Courts OK Arrangement Plan with Vecima Networks
----------------------------------------------------------------
Spectrum Signal Processing Inc. disclosed that the Supreme Court
of British Columbia has approved the statutory plan of arrangement
involving Spectrum, its shareholders and Vecima Networks Inc.
Spectrum also reported that the United States Department of State
and the Committee on Foreign Investments in the United States
approved the transaction on April 26, 2007.

On Feb. 16, 2007, Spectrum signed a definitive agreement with
Vecima Networks Inc., under which Vecima will acquire all the
outstanding common shares of Spectrum.  The transaction with
Vecima will be carried out by way of a statutory plan of
arrangement and must be approved by the British Columbia
Supreme Court and by the affirmative vote of the holders of 75%  
of Spectrum's shares.  The transaction is also subject to certain
closing conditions, including the approval of the United States
Department of State and the Committee on Foreign Investments in
the United States well as the receipt of all other required
regulatory approvals and customary closing conditions.

Spectrum shareholders at a special meeting held on April 20, 2007,
where more than 92% of Spectrum shareholders represented at the
meeting voted to approve the Arrangement, approved the
Arrangement.

The transaction is expected to close on May 2, 2007, following
which the common shares of Spectrum will be delisted from the
Toronto Stock Exchange and Nasdaq.

After closing all Spectrum shareholders will be entitled to
receive the consideration they have elected, or are deemed to have
elected, to receive for their Spectrum common shares. Such
consideration will be the equivalent of Cdn$0.8939 per Spectrum
share based on a value per Vecima common share of Cdn$10.06 which
was the 30-day volume weighted average trading price of Vecima
shares to January 23, 2007, the date that Spectrum and Vecima
executed a non-binding letter of intent. Spectrum shareholders
were entitled to elect to receive the consideration in cash,
Vecima shares or some combination of cash and Vecima shares,
subject to maximum aggregate cash consideration of Cdn$10,075,000
and a maximum of 820,000 Vecima shares. Registered Spectrum
shareholders who did not deliver a letter of transmittal and
election form to Computershare Investor Services Inc. by 4:00 p.m.
(Pacific time) on April 18, 2007 are deemed to have elected to
receive consideration comprised of cash of Cdn$0.4915 and 0.04 of
one Vecima share for each of their Spectrum shares.

                     About Vecima Networks Inc

Vecima Networks Inc. (TSX: VCM) -- http://www.vecimanetworks.com/
-- designs, manufactures and sells products that enable broadband
access to cable, wireless and telephony networks.  The company has
also developed and continues to focus on developing products to
address emerging markets such as Voice over Internet Protocol,
fiber to the home and IP video.

                       About Spectrum Signal

Based in Columbia, Maryland, Spectrum Signal Processing Inc. (TSX:
SSY)(NASDAQ: SSPI) -- http://www.spectrumsignal.com/-- is a   
supplier of software-defined platforms for defense electronics
applications.  The company provides applications engineering
services and modified commercial-off-the-shelf platforms to the US
Government, its allies and its prime contractors.  The company's
products and services are optimized for military communications,
signals intelligence, surveillance, electronic warfare and
satellite communications applications.

As of Dec. 31, 2006, the company had cash and cash equivalents of
$1.7 million and net working capital of $3.5 million.  The company
has an undrawn line of credit facility of up to Cdn$2.9 million.


STANDARD MGT: Files Amended 10Q for Quarter Ended September 30
--------------------------------------------------------------
Standard Management Corp. filed a second amendment to its
financial statements for the three and nine-month periods ended
Sept. 30, 2006, with the Securities and Exchange Commission, on
April 23, 2007.  

According to the company, the amendment was to correct certain
accounting related to the issuance of convertible debt in
September 2006 that included complex conversion and other features
which required its embedded derivatives and all of the
Registrant's outstanding common stock warrants to be reported as
liabilities of the Registrant and marked-to-market each balance
sheet date.

Standard Management Corp. reported a net loss of $11.4 million on
net revenues of $4.9 million for the third quarter ended
Sept. 30, 2006, compared with a $3.8 million net loss on net
revenues of $5.5 million for the same period in fiscal 2005.

Results for the current quarter include a net loss from
discontinued operations of $5 million compared to net gain from
discontinued operations of $200,000 for the third quarter of 2005.  
Results for the quarter also include a $1 million dollar goodwill
impairment charge in the company's base of business existing prior
to the 2005 business acquisitions.

Interest expense for the third quarter of 2006 increased by
$700,000 to $1.7 million compared to $1 million in the third
quarter of 2005, primarily due to financing fees related to short-
term senior notes issued and settled during the third quarter of
2006.  

At Sept. 30, 2006, the company's balance sheet showed
$24.2 million in total assets and $35.1 million in total
liabilities, resulting in a $10.9 million total shareholders'
equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $5.9 million in total current assets
available to pay $10 million in total current liabilities.

Full-text copies of the company's amended consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?1e17

For comparison purposes, full-text copies of the company's
original 10Q filing for the third quarter of 2006, which was filed
on Nov. 20, 2006, are available at:
  
               http://researcharchives.com/t/s?1e19

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2006, BDO
Seidman LLP expressed substantial doubt about Standard Management
Corporation's ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
recurring losses from operations and likely lack of adequate
financing to meet all of its near-term operating needs.

                          *     *     *

Headquartered in Indianapolis, Indiana, Standard Management
Corporation -- http://www.sman.com/-- is a holding company that,
through its operating subsidiaries, provides pharmaceutical
products and services to the healthcare industry.  The company
focuses on providing pharmaceuticals to long-term care and
infusion therapy patients.  Through its regional pharmacies, the
company offers custom packaging for all long-term care facilities
in addition to creating solutions for specialized healthcare
facilities in a growing number of regions of the United States.


STERLING CENTRECORP: Shareholders OK Plan of Arrangement with SCI
-----------------------------------------------------------------
Sterling Centrecorp Inc. disclosed in an April 30 press statement
that the company's shareholders approved the proposed going
private transaction by plan of arrangement with SCI Acquisition
Inc. at the annual and special shareholders meeting.

In a separate press statement, the company disclosed receiving a
proposal from First Capital Realty Inc. whereby FCRI intends to
make a all-cash takeover bid, subject to customary conditions, for
all the outstanding shares of Sterling at a price of $1.62 per
share.  An independent committee of Sterling's board, formed to
review the unconditional going private transaction with SCI
Acquisition Inc. is reviewing this proposal in light of the
Arrangement Agreement between Sterling and SCI.  The Committee has
asked SCI if it would entertain modifying the Arrangement
Agreement to allow the Committee to pursue discussions with FCRI,
and SCI has refused.
    
FCRI has also asked Sterling to postpone the April 30, 2007,
meeting of shareholders to consider the Arrangement.  Based on
legal advice, the Sterling board has determined that Sterling is
obliged, under the terms of the Arrangement Agreement, to proceed
with the meeting on that date.
    
Based on an application from FCRI, the Ontario Securities
Commission is convening a hearing on May 11, 2007 to consider if
Sterling shareholders who have entered into agreements supporting
the SCI going private transaction should be excluded as part of
the minority for the majority of the minority approval
requirement.
    
The Court is set to consider final approval of the Plan of
Arrangement on May 14, 2007.

                    About First Capital Realty

Headquartered in Ontario, Canada, First Capital Realty (TSX: FCR)
-- http://www.firstcapitalrealty.ca/-- is an owner, developer and  
operator of supermarket-anchored neighborhood and community
shopping centers, located in growing metropolitan areas.  The
company currently owns interests in 161 properties, including
7 under development, with approximately 18.9 million square feet
of gross leasable area.  In addition, the company owns
13.9 million shares of Equity One (NYSE: EQY), one of the shopping
center REITS in the southern U.S.  Including its investments in
Equity One, the company has interests in 334 properties totaling
approximately 36.8 million square feet of gross leasable area.

                  About Sterling Centrecorp Inc.

Headquartered in Ontario, Canada, Sterling Centrecorp Inc. (TSX:
SCF) -- http://www.sterlingcentrecorp.com/-- is a North American  
real estate investment and management services company
specializing in the retail property sector.  Sterling, through its
North American platform, uncovers and secures real estate
opportunities and then aligns itself with strategic financial
partners to maximize returns for all parties.  The company has
offices located in Toronto, Edmonton, and Montreal, and its U.S.
subsidiary has offices located in West Palm Beach, Charlotte,
Dallas, San Antonio, and Scottsdale.   


STRUCTURED ASSET: Moody's Puts Ratings on Two Certs. Under Review
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade two certificates from one transaction issued by
Structured Asset Securities Corporation in 2002.  The transaction
is backed primarily by first lien adjustable- and fixed-rate
subprime mortgage loans.

The two most subordinate classes of Structured Asset Securities
Corp 2002-BC1 transaction have been placed on review for possible
downgrade because existing credit enhancement levels are low given
the current projected losses on the underlying pools.  The
transaction has zero overcollateralization and the Class B tranche
has taken approximately $785,000 in write-downs as of the 4/25/07
reporting date.

Moody's complete rating actions are:

Review for Downgrade:

Issuer: Structured Asset Securities Corporation

    * Series 2002-BC1; Class M3

       -- current rating B2 under review for possible downgrade;

    * Series 2002-BC1; Class B,

       -- current rating Ca under review for possible downgrade.


STRUCTURED ASSET: Moody's Cuts Rating on 27 Loan Classes
--------------------------------------------------------
Moody's Investors Service has downgraded twenty-seven ratings from
seven transactions issued by Structured Asset Investment Loan
Trust in 2005 and 2006.  Additionally, Moody's has placed on
review for possible downgrade eight tranches from two SAIL
transactions from 2006 and confirmed three ratings from one 2006
SAIL deal.  These transactions consist of fixed and adjustable
rate, first- and second- lien subprime residential mortgage loans.

These certificates are being downgraded and reviewed based on the
current credit enhancement levels when compared to higher than
anticipated rates of delinquency in the underlying collateral.
Moreover, recent losses have begun to erode overcollateralization
on a number of the downgraded deals, leaving the rated bonds less
protected against future losses.

Complete rating actions are:

Issuer: Structured Asset Investment Loan Trust, Series 2005-5

    * Class M-7, confirmed at Baa1;
    * Class M-8, confirmed at Baa2;
    * Class M-9, confirmed at Baa3;
    * Class B, downgraded to B1, previously Ba2.

Issuer: Structured Asset Investment Loan Trust, Series 2005-8

    * Class M-7, downgraded to Baa3, previously Baa1;
    * Class M-8, downgraded to Ba1, previously Baa2;
    * Class M-9, downgraded to B1 previously Baa3;
    * Class B, downgraded to Caa1, previously Ba2.

Issuer: Structured Asset Investment Loan Trust, Series 2005-11

    * Class M-6, downgraded to Ba1, previously Baa1;
    * Class M-7, downgraded to B1, previously Baa2;
    * Class M-8, downgraded to B3, previously Baa3;
    * Class B-1, downgraded to Caa3, previously Ba1.

Issuer: Structured Asset Investment Loan Trust, Series 2006-1

    * Class M-7, downgraded to Baa3, previously Baa1;
    * Class M-8, downgraded to Ba1, previously Baa2;
    * Class M-9, downgraded to Ba2, previously Baa3;
    * Class B-1, downgraded to B1, previously Ba1.

Issuer: Structured Asset Investment Loan Trust, Series 2006-2

    * Class M-6, downgraded to Baa3, previously Baa1;
    * Class M-7, downgraded to Ba1, previously Baa2;
    * Class M-8, downgraded to Ba3, previously Baa3;
    * Class B-1, downgraded to B1, previously Ba1;
    * Class B-2, downgraded to B3, previously Ba2.

Issuer: Structured Asset Investment Loan Trust, Series 2006-3

    * Class M-9, Currently Rated: Baa3; under review for possible
      downgrade;

    * Class B-1, Currently Rated: Ba1; under review for possible
      downgrade;

    * Class B-2, Currently Rated: Ba2; under review for possible
      downgrade.

Issuer: Structured Asset Investment Loan Trust, Series 2006-4

    * Class M-6, Currently Rated: Baa1, under review for possible
      downgrade;

    * Class M-7, Currently Rated: Baa2; under review for possible
      downgrade;

    * Class M-8, Currently Rated: Baa3; under review for possible
      downgrade;

    * Class B-1, Currently Rated: Ba1; under review for possible
      downgrade;

    * Class B-2, Currently Rated: Ba2; under review for possible
      downgrade.

Issuer: Structured Asset Investment Loan Trust, Series 2006-BNC1

    * Class M-6, downgraded to Baa3, previously Baa1;
    * Class M-7, downgraded to Ba1, previously Baa2;
    * Class M-8, downgraded to Ba3, previously Baa3;
    * Class B-1, downgraded to Caa1, previously Ba1.

Issuer: Structured Asset Investment Loan Trust, Series 2006-BNC2

    * Class M-6, downgraded to Baa2, previously Baa1;
    * Class M-7, downgraded to Ba1, previously Baa2;
    * Class M-8, downgraded to Ba2, previously Baa3;
    * Class B-1, downgraded to B2, previously Ba1;
    * Class B-2, downgraded to Caa2, previously Ba2.


SUPERIOR ESSEX: Moody's Upgrades Ratings on Improved EBITDA
-----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Superior Essex Communications LLC and changed the outlook to
positive.

Moody's upgraded these ratings:

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

Moody's affirmed this rating:

    - $257.1MM, 9.0% Senior Unsecured Notes due 2012, B3
      (LGD5,78%) from (LGD5, 76%);

The upgrade in the Corporate Family Rating follows the recent
strong financial performance (all figures in accordance with
Moody's standard analytical adjustments) of the company, which has
been characterized by moderating leverage, strong interest
coverage and materially improved EBITDA.  Debt/EBITDA has
decreased to approximately  2.6 times at the end of 2006 from 4.3
times at the end of 2005. This decrease has been driven mainly
through EBITDA that has increased from $96 million to $163 million
from 2005 to 2006.  At the end of 2006, interest coverage measured
as EBIT/Interest expense was strong at 3.5 times.

Factors constraining the B1 Corporate Family Rating are Superior's
seasonal and volatile business environment, negative free cash
flow because of increases in copper costs and the impact on
working capital, and the high commodity price content in its
products.  The company benefits from its leading market positions,
strong capacity utilization due to firm global product demand,
good liquidity and material barriers to entry.

The positive outlook reflects the expectation of a stable macro
economic environment allowing Superior to maintain its moderate
leverage and strong interest coverage.  It is Moody's belief that
absent a significant increase in copper pricing, free cash flow
could normalize in 2007 and that FCF/debt could equal or exceed
10%.

Superior Essex Communications LLC is a leading manufacturer and
supplier of communications wire and cable products to telephone
companies, CATV companies, distributors and systems integrators,
and magnet wire and fabricated insulation materials to major
original equipment manufacturers for use in motors, transformers
and electrical controls.  The company also converts copper cathode
to copper rod for internal consumption and for sale to other wire
and cable manufacturers and OEMs.  Superior operates manufacturing
operations in the U.S., the United Kingdom, France, Germany,
Portugal, Mexico and China.  The company presently conducts its
operations through 95 sites.  For the twelve months ended December
31, 2006, the company recognized revenue of approximately
$2.9 billion.


TARGUS GROUP: High Interest Burden Cues Moody's to Cut All Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Targus Group
International, Inc. including the corporate family rating to Caa1
and the rating outlook is negative.  The rating downgrade was
prompted by Moody's concern regarding the sufficiency of the
revolving credit facility given the company's potential working
capital needs over the next four quarters, its weak operating
profitability, and its high interest burden. The negative outlook
recognizes that the ratings could again fall if operating
performance does not meaningfully improve or liquidity concerns
deepen.

Ratings downgraded are:

    - $230 million first-lien secured bank facilities to B2
      (LGD-2, 25%) from Ba3;

    - $85 million second-lien secured term loan to Caa2
      (LGD-4, 69%) from B3;

    - Corporate family rating to Caa1 from B2;

    - Probability of Default Rating to Caa1 from B2.

The Caa1 corporate family rating of Targus reflects the high fixed
charge burden relative to Moody's medium-term expectations for
ongoing EBITDA, our belief that compliance will be tight as bank
loan covenants start to tighten in December 2007, and Moody's
concern about liquidity availability relative to working capital
that has proven to be volatile.  Important quantitative credit
metrics, such as leverage, interest coverage, free cash flow, and
scale, are consistent with a low-rated issuer.  Potentially
offsetting these risks are the revenue diversity from a worldwide
geographic footprint, three separate distribution channels
(retailers, original equipment manufacturers, and computer
distributors), and two product categories (notebook cases and
computer accessories) and the favorable growth trends for notebook
cases and computer accessories as global notebook computer unit
sales continue to rapidly increase.

The negative rating outlook recognizes that immediate concerns
about financial performance would place downward pressure on the
ratings over the next 12 to 18 months, given the challenges in
meaningfully improving from current levels operating performance,
free cash flow, and credit metrics.  Ratings will decline if
outflows for cash interest expense, capital expenditures, and
working capital cause continued free cash flow deficits and
permanent revolving credit facility utilization or if collateral
value declines.  Given the negative outlook, Moody's currently
believes that an upgrade is unlikely.

Targus Group International, Inc, with headquarters in Anaheim,
California, designs, develops, and distributes notebook computer
cases and computer accessories.  The company sells its products to
original equipment manufacturers, third-party distributors, and
retailers worldwide.  Targus generated revenue of $450 million for
the twelve months ending December 31, 2006.


TOWER RECORDS: WEA Corporation Objects to Disclosure Statement
--------------------------------------------------------------
Warner/Elektra/Atlantic Corporation has filed an objection to the
Disclosure Statement describing MTS Inc. dba Tower Records and its
debtor-affiliates' Chapter 11 Plan of Reorganization, contending
that the disclosure statement does not contain adequate
information.

The Debtors' Disclosure Statement, as published in the Troubled
Company Reporter on Mar. 28, 2007, stated that unsecured claims of
trade suppliers will total $73.5 million, in addition to other
unsecured claims expected to range from $95 million to
$115 million.  The Debtors estimated that assets available for
distribution to trade suppliers and other unsecured creditors will
range from $3 million to $26 million.

WEA asks the U.S. Bankruptcy Court for the District of Delaware to
decline approving the Disclosure Statement because it fails to:

   1) disclose a reasoned estimate of the Debtors' remaining
      administrative liabilities or disclose the amount of the
      proposed administrative claims reserve;

   2) disclose the amount of cash on hand that constitutes the
      remaining proceeds of the Debtors' inventory;

   3) substantiate the Debtors' contention that the maximum amount
      of the claims asserted by the Debtors' secured trade vendors
      is $5 million to $7 million;

   4) disclose the estimated return to creditors if the cases were
      converted to Chapter 7;

   5) the existence, merit and value of potential claims against
      pre-petition management of mismanagement, negligence and
      breach of fiduciary duty;

   6) the identity and affiliates of the proposed post-
      confirmation Director; and

   7) definitively state whether the Debtors' plan of
      reorganization provides for substantive consolidation of the
      Debtors' estates and, if so, the practical implications of
      consolidation of debts and liabilities and factual
      predicates for satisfying the applicable legal standards.

Furthermore, WEA argues that the plan of reorganization advocated
by the disclosure statement is "unconfirmable on its face."  WEA
points out that:

   a) the Debtors' bankruptcy estates are likely administratively
      insolvent;

   b) the plan proposes improper "double dip" payments that
      purport to satisfy independent secured and administrative
      claims;

   c) the plan improperly classifies different classes of
      similarly situated unsecured creditors and improperly
      provides for voting among the Class 5 subclasses on an
      unconsolidated basis while at the same time providing for
      distributions on a consolidated basis;

   d) the plan improperly confers the authority to appoint an
      estate fiduciary with the power to release the Debtors'
      management upon present management, rather than creditors;
      and

   e) the plan fails to set forth a deadline for objection to
      claims thereby enabling the indefinite postponement of the
      claims reconciliation process.

       WEA Wants Debtors to Disclose Estimated Admin. Debts

WEA counsel Frank W. DeBorde, Esq., at Morris Manning & Martin
LLP, reminds the Court that the Debtors must disclose a reasonable
estimate of their existing and prospective unpaid administrative
liabilities.  The Debtors are presently holding $32.2 million in
cash and expect to collect an additional $5.5 million, leaving a
maximum of $37.7 million for distribution.  The amount is required
to satisfy:

   -- $26.8 million in secured Trade Vendor claims;

   -- claims under Section 503(b)(9) of the Bankruptcy Code
      approximately $9.2 million;

   -- a pending $3.5 million administrative WARN Act Claims in the
      Debtors' adversary proceeding against Rick Walker and Robert
      Hannan;

   -- $45.8 million in filed administrative claims in the Debtors'
      claims register; and

   -- remaining wind-up costs.

Mr. DeBorde says that unless the Debtors disclose a reasonable
estimate of administrative debts, it is impossible for creditors
to evaluate the risk of administrative insolvency.

The Debtors' plan of reorganization also proposes a Senior Claim
Reserve to pay all their remaining secured, reclamation and
administrative claims in these cases.  Mr. DeBorde says that
neither the plan nor the disclosure statement reveals how much
money will be deposited into this reserve.

WEA and other senior claimants are depending on the sufficiency of
the Senior Claim Reserve to fund payment of claims as they become
allowed, including claims under Sections 503(b)(9) and 546(c) of
the Bankruptcy Code, Mr. DeBorde explains.

The disclosure statement also leads creditors to believe that the
maximum at stake in the Debtors' Trade Vendor Adversary Proceeding
is $7 million and that the Trade Vendors claim they are owed no
more than $16 million.  The Debtors provide no analysis for this
conclusion.

According to Mr. DeBorde, the disclosure statement incorrectly
states that the Trade Vendors believe their maximum priority
recovery is $16 million, when in reality, Trade Vendors view their
maximum recovery at $26.8 million, the balance of the remaining
inventory proceeds.

Aside from being inadequate in proving administrative solvency,
Mr. DeBorde asserts that the plan is unconfirmable because the
plan proposes to give the Debtors double credit for payment of
secured or reclamation claims.  Section 503(b)(9) of the U.S.
Bankruptcy Code entitles WEA and similarly situated Trade Vendors
to secured and additional administrative claims, which are
independent from each other and must be satisfied irrespective of
any other obligations, declares Mr. DeBorde.

The Court is set to consider the adequacy of the disclosure
statement on Thursday, May 3, 2007.

                       About Tower Records

Based in West Sacramento, California, MTS Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on
March 15, 2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


TRW AUTOMOTIVE: S&P Affirms BB+ Long-Term Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to TRW Automotive Inc.'s proposed $2.5 billion
senior secured credit facilities.  The credit facilities were
rated 'BBB-' with a recovery rating of '1', indicating a high
expectation for full recovery of principal in the event of a
payment default.
     
At the same time, Standard & Poor's affirmed its ratings on the
auto supplier, including its 'BB+' long- and 'A-3' short-term
corporate credit ratings.  The outlook is stable.  TRW had
$3.2 billion in total balance sheet debt outstanding, pro forma
for the proposed credit facility refinancing and recent unsecured
debt refinancing, at Dec. 31, 2006.
     
To lower its interest cost and extend maturities, TRW proposes to
refinance its existing $2.5 billion credit facilities with new
facilities of the same total committed capacity.  When the
transaction is completed, Standard & Poor's will withdraw the
rating on TRW's existing facilities.  The new facilities will be
comprised of a $500 million multicurrency (USD, Sterling, Euro)
revolving facility due in 2012, $900 million U.S. revolving
facility due 2012, $600 million term loan A due 2013, and
$500 million term loan B due 2013.


VANSON LEATHERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Vanson Leathers, Inc.
        951 Broadway
        Fall River, MA 02724

Bankruptcy Case No.: 07-12600

Type of Business: The Debtor manufactures leather and textile
                  motorcycle and casual garments in the US.  See
                  http://www.vansonleathers.com/

Chapter 11 Petition Date: April 27, 2007

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781) 729-0187

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did submit a list of its largest unsecured creditors.


WERNER LADDER: Court Approves $265-Mil. Asset Sale to New Werner
----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the sale of substantially all
assets of Werner Holding Co. (DE) Inc. and its debtor
subsidiaries to New Werner Holdings Co. (DE) LLC for
$265,000,000.

New Werner is the acquisition vehicle formed by a group of
investors, including Black Diamond Capital Management; Brencourt
Advisors LLC; Levine Leichtman Capital Partners III L.P.; Milk
Street Investors LLC; Schultze Asset Management LLC; and TCW
Group, Inc.

Judge Carey ruled that the Debtors may sell the Purchased Assets
free and clear of all liens, claims, encumbrances, and interests,
because, with respect to each creditor asserting an Encumbrance,
one or more of the standards under Section 363 of the Bankruptcy
Code has been satisfied.

In addition, Judge Carey approved the Amended Asset Purchase
Agreement, dated April 23, 2007, among the Debtors and New
Werner, et al.

Judge Carey clarified that the Sale and its related transactions
do not amount to a consolidation, merger, or de facto merger of
New Werner and the Debtors.  He adds that New Werner does not
constitute a successor to the Debtors or their estates.

Furthermore, Judge Carey finds that the Sale does not constitute
a sub rosa Chapter 11 plan for which approval has been sought
without the protections that a disclosure statement would afford.  
The Sale neither impermissibly restructures the rights of the
Debtors' creditors nor impermissibly dictates a liquidating plan
for the Debtors.

To maximize the value of the Debtors' Assets, Judge Carey deemed
it essential that the Sale occur within the time constraints set
forth in the Purchase Agreement.  Judge Carey finds that there is
cause to lift the automatic stays contemplated by Rules 6004 and
6006 of the Federal Rules of Bankruptcy Procedure.

The Debtors anticipate that the Sale transaction will close next
month.

The Sale will substantially reduce the company's debt and overall
leverage, as more than $300,000,000 of liabilities will be
extinguished through that transaction, James J. Loughlin, Jr.,
Werner's Interim Chief Executive Officer, said in a company
statement.  He adds that Werner will benefit from an improved
capital structure and liquidity that will allow the company to
serve its customers and meet all of its future obligations.

"We are very pleased the Court has approved the sale order," Mr.
Loughlin said in a company statement.  "This is a good result
for Werner and its employees and positions the Company for future
success.  We remain committed to serving our customers and
teaming with our suppliers and other business partners to remain
the leader in each of our product segments."

              Sale Objections Resolved & Overruled

Judge Carey overruled all objections and responses concerning the
Sale Motion to the extent any pleading was not otherwise
withdrawn, waived, or settled.

In their recent response to all Sale objections, the Debtors have
insisted that the Purchase Agreement with the Black Diamond Group
is the Bid that maximizes value for the Debtors' estates.

The Debtors maintained that:

   (a) a buyer of assets is not required to fund every liability
       of the estates;

   (b) treatment of creditors in an asset sale is dictated by
       fair market value of the assets of the debtor that the
       purchaser in its business judgment elects to purchase;

   (c) the disparate treatment of creditors occurs as a
       consequence of the Sale transaction itself, and is not an
       attempt by the Debtors to circumvent the distribution
       scheme of the Bankruptcy Code; and

   (d) while guaranteed payments to all creditors would be
       ideal, applicable law does not require it, and no
       objector have cited support for payments to all
       creditors.

           Assumption & Assignment of Contracts/Leases

Judge Carey authorized the Debtors to assume, sell, assign and
transfer the Seller Agreements and Assumed Leases under the Asset
Purchase Agreement to New Werner.

Specifically, Judge Carey ruled that the Debtors' agreements with
Oracle USA, Inc., will not be deemed assumed and assigned, unless
and until (i) the Buyer has provided to Oracle an executed
"standard" Oracle assignment agreement and reasonable financial
information regarding New Werner, and (ii) Oracle has indicated
its consent to that assumption and assignment, which would not be
unreasonably withheld.

Judge Carey declared that all defaults or obligations of the
Debtors under the Seller Agreements and Assumed Lease arising or
accruing before the Closing Date will be deemed cured by the
payment or other satisfaction of the cure costs in certain
amounts.

The Debtors and Bradco Supply Corporation will use reasonable
efforts to reconcile the Cure Amount owed, if any, to Bradco,
which amount will not be greater than $48,908.

The Purchased Assets will not include the insurance policies
issued by ACE American Insurance Company or the agreements
between the Debtors and ACE related to those policies.

A schedule of the Cure Amounts is available at no charge at:

               http://researcharchives.com/t/s?1e1e

                  Validity of Prepetition Liens

Judge Carey ruled that the obligations of and claims against the
Debtors or their estates under the First Lien Credit Agreement
will constitute legal valid and binding obligations of the
Debtors.  No portion of those obligations will be subject to
avoidance, recharacterization, subordination or recovery pursuant
to the Bankruptcy Code.

The First Lien Credit Agreement Obligations will be deemed
satisfied in full, and all liens and related claims under the
Final DIP Order will be deemed extinguished.

                      Use of Sale Proceeds

On the Closing Date, the Debtors will be authorized to effectuate
the DIP Payoff, which is a payment in full, in cash, to the DIP
agent, for the benefit of all claimholders against a Debtor,
arising pursuant to the DIP Facility.

Subsequent to the DIP Payoff, the use of all remaining cash
proceeds from the Sale will be subject to further Court orders.

All claims arising under the First Lien Credit Facility will be
deemed satisfied in full, provided that at the Closing, the
Debtors will Cash Collateralize all outstanding letters of credit
issued under the First Lien Credit Facility.

The Debtors will also pay $1,147 to the Tax Commissioner of
DeKalb County, Georgia, to satisfy all claims of DeKalb County.

                   Carve Out & Wind Down Amount

For the amounts paid by New Werner to satisfy the Carve Out under
a Second Forbearance Agreement, Judge Carey ruled that they will
be free and clear of all liens, claims, interests and encumbrances
of all parties, other than the claims of the professionals whose
fees are included in the Carve Out Amounts.

Judge Carey stated the Purchase Price will be reduced by the Wind
Down Amount, and New Werner will pay all expenses incurred by the
Debtors in connection with the wind-down of the estates,
including costs of prosecuting litigation, provided that the
amount paid New Werner will not exceed an aggregate of $750,000.

                     Additional Provisions

Judge Carey finds that neither his Order nor the approved Asset
Sale will limit or effect the claims of Dorel Juvenile Group,
Inc., Cosco Home and Office Products Division for infringement of
U.S. Patent Nos. 6, 427 and 805, including the claims for
infringement which are pending before Judge Jeffrey Cole of the
U.S. District Court for the Northern District of Illinois,
Eastern Division, under Case No. 06-C-1380.

The Sale Order will not prejudice Cosco's rights to:

   -- pursue its claims of infringement against the Debtors, New
      Werner, and any other entity involved in the manufacture,
      use, sale, or import of infringing step stools or ladders;
      or

   -- amend or file any proof of claim in the Debtors' cases or
      any superseding bankruptcy case related to those claims.

Pursuant to Sections 105(a), 363(b) and 503(c), the Debtors are
further authorized, but not required to:

   (a) execute and perform their obligations under any Non-
       Compete Agreement that was authorized pursuant to orders
       approving an EIP Motion, so long as the Non-Compete
       Agreement was executed by the applicable parties no later
       than April 16, 2007;

   (b) make payments to the applicable executives under the EIP
       Motion in connection with the Non-Compete Agreements; and

   (c) take other actions necessary to implement the Non-Compete
       Agreements, including designing or altering the those
       contracts in any manner necessary to comply with
       applicable law.

A full-text copy of the Court's Sale Order is available at no
charge at http://researcharchives.com/t/s?1e1f

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000).


WERNER LADDER: Pact Creating Litigation Trust for Asset Sale OK'd
-----------------------------------------------------------------
In its objection to Werner Holding Co. (DE) Inc. aka Werner Ladder
Company and its debtor-affiliates' proposed asset sale to New
Werner Holdings Co. (DE), LLC, the Official Committee of
Unsecured Creditors asserted that the Sale disposes substantially
all of the Debtors' assets without the protections of a plan of
reorganization.

The Committee argued, among other things, that the U.S. Bankruptcy
Court for the District of Delaware should only approve the Sale if
it provided a bridge to a plan of reorganization or liquidation
that furnishes value to the general unsecured creditors.

To help ensure that any Chapter 11 plan after the sale will
create the potential of providing value to the unsecured
creditors, the Committee negotiated with various parties-in-
interest to resolve its Sale objection.

The negotiations have resulted in the Committee, the proposed
purchaser of the Debtors' assets, almost all of the Debtors'
secured lenders and the Debtors' largest unsecured creditor in
agreeing to a stipulation that will resolve certain Sale-related
issues.

Aside from the Committee and the Debtors, other parties to the
Stipulation are:

   * JPMorgan Chase Bank, as Administrative and Collateral Agent
     under the First Lien Credit Facility, dated June 11, 2003;

   * Credit Suisse, Cayman Islands Branch, as Administrative and
     Collateral Agent under the Second Lien Credit Facility,
     dated May 10, 2005;

   * BDCM Opportunity Fund, II, L.P. and BDC Finance, L.L.C.;

   * Brencourt BD, LLC;

   * Levine Leichtman Capital Partners III, L.P.;

   * Milk Street Investors LLC;

   * TCW Shared Fund IVB, L.P., TCW/Drum Special Situation
     Partners, LLC, and TCW Shared Opportunity Fund III, L.P.;
     and

   * Schultze Master Fund, Ltd., Schultze Offshore Fund, Ltd.,
     Schultze Partners, L.P., Schultze Asset Management, LLC,
     Arrow Distressed Securities Fund and Distressed Securities
     and Special Situations Fund.

The Stipulation provides that:

   (1) all litigation claims and causes of action that are
       property of the Debtors' bankruptcy estates and all other
       Excluded Assets under the Asset Purchase Agreement will
       be transferred to a liquidating trust, which will be
       administered by a trustee mutually selected by Levine
       Leichtman and the Committee;

   (2) Levine Leichtman or its designee have the sole authority
       to:

          (i) evaluate and determine strategy for the causes of
              action, and litigate, settle, transfer, release or
              abandon any Causes of Action;

         (ii) retain legal counsel for the Trust to pursue the
              Causes of Action;

        (iii) pay all out-of-pocket costs and expenses incurred
              in connection with the Causes of Action out of the
              Trust Funding; and

         (iv) make distributions of proceeds of the Causes of
              Action and draw down on the Trust Funding;

   (3) the assignment of claims under the Second Lien Credit
       Agreement by Black Diamond, Brencourt, TCW, and Schultze
       to Levine Leichtman will be approved;

   (4) Levine Leichtman will have an allowed unsecured super-
       priority claim for $95,835,390, plus all accrued interest
       and all other amounts entitled to Section 507(6) of the
       Bankruptcy Code;

   (5) Levine Leichtman will provide funding of $2,000,000 to
       the Trust;

   (6) the Litigation Designee will distribute the proceeds from
       the Causes of Action, by providing, among other things,
       that:

          (i) the first $50,000,000 in distributions payable to
              Levine Leichtman on account of its Allowed 507(b)
              Claim will be paid 80% to Levine Leichtman, and
              20% to the Trustee for distribution to general
              unsecured creditors;

         (ii) the next $10,000,000 in distributions payable to
              Levine Leichtman on account of its Allowed Claim
              will be paid 90% to Levine Leichtman, and 10% to
              the Trustee for distribution to the general
              unsecured creditors; and

        (iii) any further distributions payable to Levine
              Leichtman on account of its Allowed Claim in
              excess of $60,000,000 will be paid 98% to Levine
              Leichtman, and 2% to the Trustee for distribution
              to the general unsecured creditors.

The Court approved the stipulation pursuant to an April 25, 2007
order approving the asset sale.

A full-text copy of the Stipulation is available at no charge at:

               http://researcharchives.com/t/s?1e20

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000).


WESTAR ENERGY: Former CEO David Wittig Undergoing Third Trial
-------------------------------------------------------------
David Wittig, former chief executive officer of Westar Energy Inc.
and Douglas Lake, former chief strategy officer will go to trial
for a third time on allegations that they tried to loot the
company, the Associated Press reports citing Assistant U.S.
Attorney Richard Hathaway.

AP relates the Mr. Wittig will face one count of conspiracy and 14
counts of circumventing internal financial controls, while Mr.
Lake will face the same conspiracy charge and 13 identical counts.

Messrs. Wittig and Lake was previously charged in 2004 but the
trial ended in a hung jury.  A federal appeals court had also
dismissed dozens of convictions against the two executives in
January 5, AP adds.

Westar Energy, Inc. (NYSE: WR) -- http://www.westarenergy.com/--  
is the largest electric utility in Kansas, providing electric
service to about 669,000 customers in the state.  Westar Energy
has about 6,000 megawatts of electric generation capacity and
operates and coordinates approximately 33,000 miles of electric
distribution and transmission lines.

                          *      *      *

As reported in the Troubled Company Reporter on April 16, 2007,
Standard & Poor's Ratings Services assigned its preliminary
'BBB-/BB+/BB' rating to Westar Energy Inc.'s omnibus Rule 415
shelf registration, covering an indeterminate amount of first
mortgage bonds, senior and subordinated debt securities, and
preferred and preference stock.  The outlook is stable.
     
The ratings on Westar Energy reflect a satisfactory consolidated
business risk position of '5' and an intermediate financial
profile that is commensurate with investment-grade
characteristics.


WESTAR ENERGY: William Moore Promoted to President and CEO
----------------------------------------------------------
The Westar Energy, Inc. board of directors disclosed that William
Moore, 54, will succeed Chief Executive Officer James Haines.

Mr. Moore will also become a member of the board May 1, 2007.  He
currently is president and chief operating officer.  Mr. Haines
announced his retirement as CEO effective June 30, 2007.

"The board is pleased to appoint Bill Moore as Westar's president
and CEO.  For several years, the board has been active in
succession planning, and we are confident that the company will
continue to succeed under Bill's leadership," said Charles Q.
Chandler, IV, chairman of the board.  "The board also thanks Jim
Haines for his great leadership and unwavering commitment to
Westar's success."

Mr. Moore rejoined Westar Energy in late 2002 from his position as
senior managing director and senior adviser for Saber Partners,
LLC.  His previous years with Westar began in 1978 as a finance
assistant.  He held numerous financial positions with the company,
becoming vice president, finance in 1985, and executive vice
president and chief financial officer in 1998 until he left the
company in 2000.  Upon his return, he served as executive vice
president and chief operating officer until 2006 when he became
president and chief operating officer.

MR. Moore earned his bachelor of business administration degree
from Wichita State University in 1974.  He currently lives in
Wichita but will be relocating to Topeka.  He and his wife,
Shelly, have two adult sons.

Mr. Moore has been very active in the Wichita community where he
serves on the executive board of the Wichita Area Chamber of
Commerce, is chair of Goodwill Industries, Easter Seals of Kansas,
and is on the executive committee of the Wichita University
Foundation Board of Directors, among many other civic and
charitable activities.  He served as the 2004 campaign chair for
the United Way of the Plains.

Westar Energy, Inc. (NYSE: WR) -- http://www.westarenergy.com/--  
is the largest electric utility in Kansas, providing electric
service to about 669,000 customers in the state.  Westar Energy
has about 6,000 megawatts of electric generation capacity and
operates and coordinates approximately 33,000 miles of electric
distribution and transmission lines.

                          *      *      *

As reported in the Troubled Company Reporter on April 16, 2007,
Standard & Poor's Ratings Services assigned its preliminary
'BBB-/BB+/BB' rating to Westar Energy Inc.'s omnibus Rule 415
shelf registration, covering an indeterminate amount of first
mortgage bonds, senior and subordinated debt securities, and
preferred and preference stock.  The outlook is stable.
     
The ratings on Westar Energy reflect a satisfactory consolidated
business risk position of '5' and an intermediate financial
profile that is commensurate with investment-grade
characteristics.


WHOLE FOODS: S&P to Cut Rating Upon Completion of Wild Oats Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.
     
This action will reflects the combination of Austin, Texas-based
Whole Foods Market's weaker pro forma credit metrics, and S&P's
expectation that store development and capital spending activity
will increase over the next few years.  S&P anticipate that some
of the 110 acquired Wild Oats stores may be either closed, sold,
or relocated.
     
Additionally, "while we believe Whole Foods will recognize
meaningful synergies from the acquisition of Wild Oats over time,"
explained Standard & Poor's credit analyst Stella Kapur, "we still
expect credit metrics pro forma for this acquisition will take
time to recover to levels more consistent with current ratings."


YELL GROUP: Intense Competition Prompts US Profit Warning
---------------------------------------------------------
Yell Group Plc issued a trading update in advance of the May 22
publication of its preliminary financial results for the year
ended March 31, 2007.

In the U.S., the competition environment has intensified further.  
This leads Yell now to believe that U.S. organic revenue growth
for the current financial year is likely to be just around 3%.  
The profit expectation is a dramatic decline from the 10% growth
expected in 2007, Richard Wray writes for The Guardian.

Yell reiterated its confidence in meeting market expectations for
the financial year to March 31, 2007, considering the rapid growth
of its internet revenues and strong operating cash flow.

Expectations for the U.K. and Spanish businesses are maintained.
The U.K. business continues actively to plan the development of
its marketing and service offer, looking ahead to the favorable
change in printed directory regulation in April next year.  In
Spain, the impact of Yell's actions on revenues and costs is
expected progressively to start to have effect during the year.

"While the underlying share shift towards independent directories
continues in the U.S., the pace of competition has increased as
incumbents seek to protect their share and new books are published
by both independent and incumbents.  In the longer term, we
believe this will lead to a shake-out in the market.  In the near
term, though, it will impact the rate of our U.S. organic revenue
growth," John Condron, Yell Group CEO disclosed.

As of April 27, Yell shares are trading at 480 pence a share.  

On April 24, shares of the company began to drop after the company
statement.  It dived as much as 17% or 107 pence to 505.5 pence
and traded at 509 pence from 613 pence on April 23.  It cut about
GBP800 million from the company's market value.

"The big concerns are going to be with the U.S. market," Charles
Peacock, an analyst at Seymour Pierce in London was quoted by
Bloomberg News as saying.  "Investors will want to know how
intensive the competition will be, how long it will last and how
is this going to impact on earnings," Mr. Peacock added.

Headquartered in Reading, England, Yell Group plc --
http://www.yellgroup.com/-- is an international directories  
business operating in the classified advertising market through
printed, online, and phone media in the U.K. and the US.

                          *     *     *

As reported in the TCR-Europe on April 20, Moody's confirmed its
Ba3 corporate family rating for Yell Group plc. It also assigned a
B1 Probability-of-Default rating to the company.

Standard & Poor's rates Yell's long-term foreign issuer credit
and long-term local issuer credit at BB- with a stable outlook.

                             *********

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,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, 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 ***