TCR_Public/070517.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 17, 2007, Vol. 11, No. 116

                             Headlines

ACXIOM CORP: Agrees to Silver Lake and ValueAct's $3 Bil. Buyout
ADVENTURE PARKS: Court Extends Plan-Filing Period Until Sept. 30
AMERICAN ACHIEVEMENT: S&P Revises Outlook to Negative from Stable
AMERIRESOURCE TECH: De Joya Griffith Raises Going Concern Doubt
AMWINS GROUP: S&P Lowers Credit Rating on Proposed Refinancing

ANIXTER INTERNATIONAL: Earns $53.6 Million in First Quarter 2007
AQUILA INC: Debt Repurchase Cues S&P to Up Credit Rating to B+
ATLANTIC & WESTERN: Fitch Removes Rating from Negative Watch
AVICENA GROUP: Vitale, Caturano Raises Going Concern Doubt
BAUSCH & LOMB: Inks $4.5 Billion Merger Deal with Warburg Pincus

BAUSCH & LOMB: $4.5 Billion Warburg Deal Cues S&P to Lower Rating
BAYONNE MEDICAL: U.S. Trustee Appoints 7-Member Creditors' Panel
BAYONNE MEDICAL: Panel Hires Sills Cummins as Bankruptcy Counsel
BCP FLORIN: Loan Default Cues Lender to Sell Collateral on May 23
BEAR STEARNS: Fitch Affirms Low B Ratings on $26.3-Mil. Certs.

BISON BUILDING: U.S. Trustee Wants Case Converted to Chapter 7
BLANCHARD TRANSPORT: Case Summary & 20 Largest Unsec. Creditors
BUCYRUS INTL: Underwriters Buys Additional 692,000 Class A Stock
CATERHIGH INC: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: San Diego Creditors Meeting Continued to May 31

CATHOLIC CHURCH: Court Denies Plea to Access Portland's List
COMPLETE RETREATS: Plan Filing Extension Hearing Set for June 12
COMPLETE RETREATS: Faces Class Action for Consumer Violations
COUDERT BROS: Examiner Says Debtor "Insolvent" Prior to Bankruptcy
COUNTRYWIDE HOME: Fitch Affirms Ratings on Cert. Classes B-3 & B-4

CREDIT SUISSE: Fitch Holds Rating on $24.7-Mil. Mortgage Certs.
CUMMINS INC: Earns $143 Million in Quarter Ended March 31
DAIMLERCHRYSLER: Names Rainer Genes MBPC Production Planning Head
DAIMLERCHRYSLER: Net Profit Increases to EUR2 Billion in First Qtr
DAIMLERCHRYSLER: No More Acquisition Plans for Now, Zetsche Says

DAIMLERCHRYSLER: Cerberus May Use $17 Billion for Chrysler Group
DANA CORP: To Terminate Non-Union Pension Benefits on July 1
DANA CORP: Wants to Buy Manufacturing Plants from Non-Debtor Unit
DYNEGY HOLDINGS: Wants to Increase Senior Facility by $650 Million
DYNEGY HOLDINGS: Plans $1.1 Billion Senior Notes Offering

DYNEGY HOLDINGS: S&P Rates Proposed $1.1 Billion Sr. Notes at B-
EDDIE BAUER: Posts $44.8 Million Net Loss in Qtr. Ended March 31
ENESCO GROUP: Wants Until June 25 to File Chapter 11 Plan
EVERGREEN HOMES: Section 341(a) Meeting Slated for June 15
EVERGREEN HOMES: Selects Mentzer & Mygrant as Bankruptcy Counsel

FLORIDA GRANDE: Case Summary & 20 Largest Unsecured Creditors
FONTAINEBLEAU LAS VEGAS: S&P Junks Rating on Proposed $675MM Notes
GENERAL MOTORS: Mulls Sale of Midsize Truck Unit to Navistar Int'l
GMAC COMMERCIAL: Fitch Affirms Low B Ratings on $15.4-Mil. Certs.
GOLDMAN SACHS: Fitch Affirms BB Rating on Class B-2 Series 2004-7

HEALTH NET: Prices $300 Million Senior Notes Offering
HEALTH NET: Earns $88.5 Million in Quarter Ended March 31
HEALTH NET: S&P Rates $300 Million Senior Notes at BB+
HEALTH NET: Fitch Places BB+ Rating on $300 Million Notes
HOMES FOR THE HOMELESS: Case Summary & 2 Largest Unsec. Creditors

HYDROMAID INT'L: Case Summary & 20 Largest Unsecured Creditors
IMCO INC: Voluntary Chapter 11 Case Summary
INDIANTOWN COGENERATION: Planned Equity Sale Cues S&P's Neg. Watch
INFOR GLOBAL: Workbrain Purchase Cues S&P to Hold B- Rating
INSITE VISION: Posts $2,575,000 Net Loss in Quarter Ended March 31

INTEGRAL NUCLEAR: U.S. Trustee Appoints 5-Member Creditors Panel
INTEGRAL NUCLEAR: Committee Taps Norris McLaughlin as Counsel
INTERACT HOLDINGS: Gruber & Company Raises Going Concern Doubt
INVESTOOLS INC: Dec. 31 Balance Sheet Upside-Down by $62.6 Million
IRWIN HOME: Fitch Puts BB+ Rating on Class 2B-1 Under WatchNeg

JED OIL: Terminates $17.6 Million in Commitment Liabilities
KANSAS CITY SOUTHERN: S&P Rates New $75 Million Notes at BB-
KANSAS CITY SOUTHERN: Fitch Rates Proposed $165 Mil. Notes at B+
KRONOS INC: S&P Junks Rating on Proposed $390 Million Term Loan
LIBERTY BRANDS: Wants 50 States Barred from Stopping Product Sales

LION GABLES: Loan Repayment Cues S&P to Withdraw Low-B Ratings
LL&E ROYALTY TRUST: Reports Net Revenues of $511,582 in First Qtr
MAGNOLIA VILLAGE: Hires Gregory Wilson as Special Counsel
MORGAN STANLEY: Fitch Affirms Low B Ratings on $26.5-Mil. Certs.
MORGAN STANLEY: Fitch Lifts Low B Ratings $9.4-Mil. Certificates

MORGAN STANLEY: Fitch Affirms Low B Ratings on $30.9-Mil. Certs.
MPC CORPORATION: March 31 Balance Sheet Upside-Down by $25.7 Mil.
NEWFIELD EXPLORATION: Fitch Affirms BB+ IDR on Rocky Mountain Buy
NEWSTAR COMMERCIAL: S&P Rates $30 Million Class E Notes at BB
NS REPACK: S&P Withdraws B Rating on $94 Million Notes

NVF CO: Court Sets June 14 Confirmation Hearing on Chapter 11 Plan
OPUS MARKETING: Case Summary & 20 Largest Unsecured Creditors
ORLEANS HOMEBUILDERS: Amends Terms of Revolving Credit Facility
PEOPLOUNGERS INC: Case Summary & 20 Largest Unsecured Creditors
PRIMEDIA INC: March 31 Balance Sheet Upside-down by $434.4 Million

PXRE REINSURANCE: Fitch Removes Rating from Negative Watch
QUIGLEY CO: U.S. Trustee Chapter 11 Case Converted to Chapter 7
REFCO INC: Plan Administrators Want Bar Date Extended to June 29
REFCO INC: Plan Administrators Want Removal Period Extended
RITE AID: Plans Offering of $1.22 Billion Senior Unsecured Notes

RITE AID: S&P Rates $1.105 Billion Senior Term Loan at BB-
ROUGE INDUSTRIES: Wants Plan Filing Period Stretched to July 16
SAINT VINCENTS: Disclosure Statement Hearing Deferred to June 4
SAINT VINCENTS: U.S. Trustee Objects to Disclosure Statement
SAUL KLEIMAN: Case Summary & Four Largest Unsecured Creditors

SCHEFENACKER PLC: Chapter 15 Petition Summary
SEQUIOA MORTGAGE: Fitch Ups Rating on Class B-4, 2004-11 to BB+
SM ABSHER: Case Summary & Four Largest Unsecured Creditors
SOUNDVIEW HOME: Fitch Rates $35.9M Privately Offered Class at BB+
SOUTHWEST HOLDINGS: Case Summary & 5 Largest Unsecured Creditors

SPANSION INC: Fitch Puts B+ Rating on $550MM Floating-Rate Notes
SPATIALIGHT INC: Mar. 31 Balance Sheet Upside-down by $9.3 Million
STRATOS GLOBAL: Acquires Waiver Effective Until CIP Canada Buyout
SUNFLOWER NORTON: Case Summary & Largest Unsecured Creditor
TANGER FACTORY: Earnings Down to $3 Million in First Quarter 2007

TAVIS LLC: Voluntary Chapter 11 Case Summary
TECUMSEH PRODUCTS: Posts $16.8 Million Net Loss in First Qtr. 2007
TEPPCO PARTNERS: Prices $300 Million Junior Notes Offering
TEPPCO PARTNERS: S&P Rates Proposed $300 Million Jr. Notes at BB
THREE ESTATES: Chapter 15 Petition Summary

TSM DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors
USEC INC: Earns $39.3 Million in First Quarter Ended March 31
WATER TOWER: Case Summary & Largest Unsecured Creditor
WORLDWATER & SOLAR: March 31 Balance Sheet Upside-Down by $3 Mil.

* KPMG LLP Picks Teresa Pesce to Lead Anti-Money Laundering Dept.

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

                             *********

ACXIOM CORP: Agrees to Silver Lake and ValueAct's $3 Bil. Buyout
----------------------------------------------------------------
Acxiom(R) Corporation has entered into a definitive agreement to
be acquired by Silver Lake and ValueAct Capital.  Silver Lake and
ValueAct Capital will acquire 100% of the outstanding equity
interests in the company in an all-cash transaction valued at
$3 billion, including the assumption of approximately $756 million
of debt.

Under the terms of the agreement, Acxiom stockholders will receive
$27.10 in cash for each outstanding share of stock.  This
represents a premium of approximately 14% over the closing share
price on May 16, 2007, the last trading day before disclosure of
the agreement with Silver Lake and ValueAct Capital with respect
to the acquisition of the company and a premium of approximately
20% per share over Acxiom's average closing price per share during
the 30 trading.

A special committee of the board made up of four independent
directors was responsible for managing the process and retained
independent legal and financial advisors to assist it in
connection with its deliberations.  Based on the unanimous
recommendation of the special committee, the board of directors
approved the merger agreement and recommended to Acxiom's
stockholders that they vote in favor of the transaction.

The merger agreement provides that Acxiom may solicit and
entertain proposals from other companies during the next 60 days.
In accordance with the agreement, the board of directors of
Acxiom, through the special committee and with the assistance of
its independent advisors, intends to actively solicit other
proposals during this period.  

The transaction is expected to close in the next three to four
months and is subject to approval by the company's stockholders,
regulatory approvals and other customary closing conditions.
Silver Lake and ValueAct Capital have received customary debt
financing commitments from third-party financing sources.

"The company is pleased to reach this agreement because it gives
the company an opportunity to deliver excellent value to Acxiom's
shareholders," Charles D. Morgan, Acxiom's chairman and chief
executive officer, said.  "The company believes this deal will
benefit the company's clients, its associates and its industry."

"ValueAct Capital has consistently contributed valuable strategic
insights to the company's business over the past four years, and
Jeffrey Ubben, ValueAct Capital's managing partner, has provided
further leadership since August 2006 as a member of the company's
board of directors, Morgan said.  "Silver Lake is the premier
investment firm in the technology sector, and their deep domain
expertise makes them an outstanding partner for Acxiom."

"Clearly, ValueAct Capital have been an investor in Acxiom for
several years because the company is attracted by the foundation
that Charles and his team have put in place, and the company
continues to believe in the company," Mr. Ubben said.

"Silver Lake sees Acxiom as the clear leader in technology-enabled
marketing solutions," Michael Bingle, a managing director of
Silver Lake, said.  "The company believes that through continued
investments in its technology, people and customer relationships,
Acxiom will build on its history of innovation and industry
leadership."

Stephens Inc. and Merrill Lynch & Co. are acting as financial
advisors to the special committee of the Acxiom board and each
have a delivered a fairness opinion.  Other parties interested in
making a proposal are directed to contact the special committee's
financial advisors, Michael Costa of Merrill Lynch and Noel
Strauss of Stephens.  

UBS Securities LLC is acting as financial advisor and providing
financing to Silver Lake and ValueAct Capital in connection with
the transaction.

For information concerning all of Acxiom's participants in the
solicitation contact:

   Investor Relations
   Acxiom Corporation
   No. 1 Information Way
   Little Rock, 72202
   Tel: (501) 342-3545

                         About Silver Lake

Silver Lake -- http://www.silverlake.com/-- is an investment firm  
focused on large-scale investments in technology, technology-
enabled, and related growth industries.  Silver Lake's mission is
to function as a value-added partner to the management teams of
the world's leading technology franchises.  Its portfolio includes
or has included technology industry as Ameritrade, Avago, Business
Objects, Flextronics, Gartner, Instinet, IPC Systems, MCI, NASDAQ,
Network General, NXP, Sabre Holdings, Seagate Technology, Serena
Software, SunGard Data Systems, Thomson and UGS.

                      About ValueAct Capital

ValueAct Capital, with offices in San Francisco and Boston and
more than $5 billion in investments, seeks to make active
strategic-block value investments in a limited number of
companies.  The principals have demonstrated expertise in sourcing
investments in companies they believe to be undervalued, and then
working with management and/or the company's board to implement
strategies that generate superior returns on invested capital.

                           About Acxiom

Based in Little Rock, Arkansas, Acxiom Corporation (Nasdaq: ACXM)
-- http://www.acxiom.com/-- integrates data, services and
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                          *     *     *

Acxiom Corp. carries Moody's Investor Services' 'Ba2' long term
corporate family rating and 'Ba3' probability of default rating.

The company's long term foreign and local credit is rated 'BB' by
Standard and Poor's.


ADVENTURE PARKS: Court Extends Plan-Filing Period Until Sept. 30
----------------------------------------------------------------
The Honorable John T. Laney of the U.S. Bankruptcy Court for the
Middle District of Georgia extended Adventure Parks Groups LLC and
its debtor-affiliates' exclusive periods to:

   a) file a plan until Sept. 30, 2007; and

   b) solicit acceptances of that plan until Dec. 7, 2007.

The motion filed by the Debtors is under seal pursuant to U.S.
Bankruptcy Rule 9018.

Based in Valdosta, Georgia, Adventure Parks Group LLC is
the holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.

The company, along with Wild Adventures and Cypress Gardens, filed
for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  Mark J. Wolfson, Esq., at Foley & Lardner
LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in
Georgia represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


AMERICAN ACHIEVEMENT: S&P Revises Outlook to Negative from Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
class ring and yearbook manufacturer American Achievement Corp. to
negative from stable.  At the same time, Standard & Poor's
affirmed its outstanding ratings on the company, including the 'B'
corporate credit rating.
      
"Even though EBITDA coverage of cash interest is currently good
for the rating, the outlook revision reflects the company's
slower-than-anticipated cash flow growth and debt repayment, as
well as its accreting consolidated debt burden," explained
Standard & Poor's credit analyst Emile Courtney.  "This could lead
to higher leverage and the possibility that AAC may refinance some
part of its capital structure over the intermediate term."
     
The 'B' rating reflects AAC's aggressive financial policy of debt-
financed dividends, very high leverage, and diminished financial
flexibility.  Despite S&P's expectation for AAC to grow earnings
and use free cash flow for debt reduction, they believe the
company may be challenged to reduce leverage significantly going
forward.  Adjusting for operating leases and debt-like unfunded
pension and other postretirement benefit obligations, AAC had
about $542 million in consolidated total debt outstanding at
Feb. 24, 2007, or 8.7x EBITDA.
     
AAC is a leading manufacturer of class rings, yearbooks,
graduation products, and affinity jewelry.  The estimated
$1.5 billion North American scholastic products industry is
competitive, with three companies dominating a significant portion
of the class ring and yearbook segments.  AAC is the No. 2
participant in the North American class ring market, with a share
of about 35%, behind market leader Jostens Inc. In the North
American yearbook market, AAC has a share of about 12%, behind
Herff Jones Inc. and market leader Jostens.  AAC has achieved
solid competitive positions in these markets by developing
customized production capabilities and a broad distribution
network.  The nondeferrable nature of demand contributes to fairly
stable cash flows and serves to minimize inventory risk.


AMERIRESOURCE TECH: De Joya Griffith Raises Going Concern Doubt
---------------------------------------------------------------
De Joya Griffith & Company LLP, of Las Vegas, Nevada, expressed
substantial doubt about AmeriResource Technologies Inc.'s ability
to continue as a going concern after auditing the company's
financial statement for the years ended Dec. 31, 2006, and 2005.  
De Joya reported that the company has suffered recurring losses
from operations, negative working capital, and negative cash flows
from operations.

For the year ended Dec. 31, 2006, the company posted a net loss of
$2,331,532, as compared with a net loss of $2,037,576.  Even
though the company's revenues grew to $892,424 from $149,321 in
the prior year, operating loss still increased to $3,567,229 from
$2,586,936 in the prior year.

The company's expenses for the year ended Dec. 31, 2006, increased
with consulting expenses grew to $2,150,882 from $1,273,475 in the
prior year; general and administrative expenses grew to $687,792
from $490,446 in the prior year; and expenses from employees'
salaries increased to $506,584 from $100,000 in the prior year.

At Dec. 31, 2006, the company suffered an uneven balance sheet
with a negative working capital brought about by total current
assets of $207,045 and total current liabilities of $1,834,115.  
The company also reported $1,383,739 in stockholders' deficit from
total assets of $1,096,947 and total liabilities of $2,480,686.

For the year ended Dec. 31, 2006, the company's account payables
were $208,242.  The company had notes payable to other parties in
the amount of $1,464,608, and notes payable to related parties of  
$350,157, inclusive of accrued interest totaling $83,998.

The company plans to decrease its liabilities and increase its
assets by acquiring additional income producing companies in
exchange for its securities, as well as attempting to settle
additional payables with equity.  The company intends to continue
to improve shareholder equity by acquiring income-producing
assets, which are generating profits.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1efd

                       About AmeriResource

The Las Vegas, Nevada-based AmeriResource Technologies, Inc. -
(OTC BB: AMREE) -- http://www.ameriresourcetechnologies.com/--  
operates online auction drop-off locations that provide the
general public to sell items on eBay.  It provides software design
and product development for businesses that sells items on eBay.  
AmeriResource also offers software and hardware system, and self-
serve system called Point of Sales, which offers integrated
system, including restaurant management tools/menus that offer
various reports for inventory and labor control.  The company was
incorporated in 1989 as KLH Engineering Group, Inc. and changed
its name to AmeriResource Technologies Inc. in 1996.


AMWINS GROUP: S&P Lowers Credit Rating on Proposed Refinancing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on AmWINS Group Inc. to 'B-' from 'B' as a result of the
company's proposed $435 million refinancing.  At the same time,
Standard & Poor's lowered its senior secured debt rating to 'B-'
from 'B' on AmWINS's first-lien term loan and its subordinated
debt rating to 'CCC' from 'CCC+' on the company's second-lien term
loan.
     
Standard & Poor's also assigned its 'B-' senior secured debt
rating to AmWINS's proposed $335 million senior credit facility,
which consists of a six-year $285 million first-lien term loan and
a five-year $50 million revolving credit line, and assigned its
'CCC' subordinated debt rating to the company's proposed seven-
year $100 million second-lien term loan.  The outlook on all
ratings is stable.
     
AmWINS intends to complete a recapitalization during the second
quarter of 2007 in order to finance the acquisition of American
Equity Underwriters' and pay out a partial return of capital in
the form of dividends to its shareholders.  AEU is a niche
managing general underwriter with a specialized focus in maritime
workers' compensation programs.  Standard & Poor's believes that
AEU could produce volatile annual EBITDA, and acknowledges the
higher risk of insolvency for maritime insurers and the potential
negative implications for broker/MGU cash flow.
     
The ratings actions are in response to a shift in the company's
financing plans of redeeming a proportional amount of debt from
the proceeds of its planned IPO to raising a material amount of
additional debt while delaying an IPO.
     
Standard & Poor's would consider a negative outlook or downgrade
should the company raise additional debt and/or its margins
compress, precipitating it to produce EBITDA interest coverage of
1.5x or lower.  If the company outperforms S&P's expectations and
establishes a track record of increased margins and lower debt
levels, the outlook could be revised upward.


ANIXTER INTERNATIONAL: Earns $53.6 Million in First Quarter 2007
----------------------------------------------------------------
Anixter International Inc. reported results for the quarter ended
March 30, 2007.

First Quarter Highlights

   * Sales of $1.33 billion, including $33.6 million from
     the acquisitions of IMS, Inc. in May 2006 and MFU Holdings
     S.p.A. in October 2006, rose 24% compared to sales of
     $1.07 billion in the year ago quarter.

   * Quarterly operating income of $90.4 million reflected a
     52% increase from the $59.6 million reported in the
     first quarter of 2006.

   * Net income in the quarter, inclusive of income of
     $3.4 million primarily related to the settlement of certain
     income tax audits, increased 71%, to $53.6 million, from  
     $31.3 million, in last year's first quarter.

   * Cash flow from operations was $65.8 million as compared
     to $12.9 million in the year ago quarter.

As of March 31, 2007, the company had total assets of $2.7 billion
and total liabilities of $1.8 billion, resulting in a total
stockholders' equity of $859.8 million.

Robert Grubbs, president and chief executive officer, stated, "We
are pleased to note that the same trends that drove record
performance in 2006 have remained largely intact through the first
few months of the new year.  At this time, all indications are
that these trends will continue for the next few quarters.  
Assuming strong market conditions and continued success in our
ongoing initiatives to expand our business, we should be in a
position to have another very good year."

                      Cash Flow and Leverage

"In the first quarter we generated cash from operations of
$65.8 million as compared to $12.9 million in the year ago
quarter," said Dennis Letham, senior vice president of finance.

"In anticipation of continued positive cash flow and in order to
improve the effectiveness of our capital structure, we completed
two important capital structure transactions during the quarter.  
We repurchased a total of 3 million shares, or approximately
7.6% of our outstanding shares, at an average price of $54.23 per
share. To finance this repurchase the Company sold $300 million,
principal amount, of 1% Convertible Senior Notes, that mature in
2013."

"As a result of these capital structure transactions our debt-to-
total capital ratio at the end of the first quarter has increased
to 52.5% as compared to 45.7% at the end of 2006.  For the first
quarter our weighted-average cost of borrowed capital was 4.8%,
however, compared to 5.2% in the year ago quarter.  At the end of
the first quarter, 80% of our total borrowings of $950.9 million
were fixed, either by the terms of the borrowing agreements or
through hedging arrangements.  We also had $233.3 million of
available, unused credit facilities at March 30, 2007, which
provides us with the resources to support continued strong organic
growth and to pursue other strategic alternatives, such as
acquisitions, in the coming quarters."

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f2f

                        Business Outlook

Mr. Grubbs concluded, "2007 is off to a good start as most of the
same underlying trends that generated record performance in 2006
continue to drive the business.  If the underlying market
fundamentals remain healthy and we continue to make solid progress
on our strategic initiatives to build our security and OEM
business, add to our supply chain services offering, expand the
geographic presence of our electrical wire & cable business, and
expand our product offering, 2007 has the potential to be another
very strong year."  

"As we move into the next three quarters of 2007, we will be
measuring our progress against three comparatively stronger
quarters of performance that will have the effect of slowing the
year-over-year reported rates of sales and earnings growth.
Nonetheless, we believe that the current market conditions will
allow us to continue growing organic sales in line with our stated
goal of 8% to 12%.  It is our expectation that sales growth at
these rates will enable us to continue achieving better operating
leverage over time."

                          About Anixter

Anixter International Inc. (NYSE: AXE) -- http://www.anixter.com/
-- through its subsidiaries, distributes communications and
specialty wire and cable products, fasteners, and small parts in
the United States and internationally.  Its communications
products include voice, data, video, and security products used to
connect personal computers, peripheral equipment, mainframe
equipment, security equipment, and various networks to each other.

The company has nearly $725 million in inventory of more than
325,000 products, logistics network of 197 warehouses with more
than 5 million square feet of space, and has presence in 220
cities in 45 countries, including Indonesia, Australia, China,
Hong Kong, India, Malaysia, New Zealand, the Philippines,
Singapore, Taiwan, and Thailand.

                          *     *     *

Anixter International Inc. carries Moody's Investors Service's Ba2
corporate family rating.  Anixter Inc.'s $200 million guaranteed
senior unsecured notes and its 3.25% LYON's notes carry Moody's
Ba1 and B1 ratings, respectively.  The rating outlook is stable.

Anixter International Inc. carries Fitch's 'BB+' Issuer Default,
senior unsecured notes and senior unsecured bank credit facility
Ratings.  Similarly, Anixter Inc. carries Fitch's 'BB+' issuer
default rating and 'BB-' senior unsecured debt rating.  Fitch's
action affects about $700 million of public debt securities.  The
rating outlook is stable.


AQUILA INC: Debt Repurchase Cues S&P to Up Credit Rating to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Aquila Inc. to 'B+' from 'B'.

The rating remains on CreditWatch with positive implications
pending requisite approvals for the sale of 100% of Aquila's
common stock to Great Plains Energy Inc.

The upgrade follows Aquila's announcement that it will repurchase
another $344 million in outstanding debt by June 15, 2007,
bringing total adjusted debt reduction to about $1.1 billion since
year-end 2005.
      
"The pending repurchases are the final step in Aquila's original
divestiture and debt reduction plan," said Standard & Poor's
credit analyst Jeanny Silva.
     
The plan called for the sale of three gas utilities and one
electric utility, with proceeds, originally estimated at about
$1 billion, applied to debt reduction.
     
Cash proceeds from all four sales, with the last of the four
occurring this past April, generated about $1.04 billion.  Pro
forma total adjusted debt to capital is now roughly 53%.


ATLANTIC & WESTERN: Fitch Removes Rating from Negative Watch
------------------------------------------------------------
Fitch Ratings removed the following ratings for Atlantic & Western
Re Ltd. from Rating Watch Negative.  The notes have been paid in
full.

     -- Class A notes 'BB';
     -- Class B notes 'B'.

The rating actions affect US$300 million of Atlantic & Western Re
notes.

Atlantic & Western Re provided coverage to PXRE Reinsurance Ltd.,
a Bermuda-based reinsurer, on a five-year reinsurance contract.
PXRE did not pay the premium due Feb. 8, 2007, under the
reinsurance contract.  The non-payment resulted in a default under
the reinsurance contract, which, in turn, resulted in an early
termination of the reinsurance contract.  As a result, on Feb. 27,
2007, Fitch placed both series of notes on Rating Watch Negative.

Fitch has confirmed with the indenture trustee that PXRE
subsequently made a payment on May 8, 2007, consisting of the
premium payment due that date, the premium payment that was due on
Feb. 8 and the early termination premium of $11 million specified
in the reinsurance contract.  The US$300 million of note principal
held in trust was also repaid to noteholders.

Atlantic & Western Re is a Cayman Islands-domiciled insurance
company formed solely to issue the notes, enter into a reinsurance
contract with PXRE, and to conduct activities related to the
notes' issuance.

The affected notes are:

     -- US$100 million class A Notes due Nov. 15, 2010 'BB';
     -- US$200 million class B Notes due Nov. 15, 2010 'B'.


AVICENA GROUP: Vitale, Caturano Raises Going Concern Doubt
----------------------------------------------------------
Vitale, Caturano & Company Ltd. of Boston, Mass., expressed
substantial doubt about Avicena Group Inc.'s ability to continue
as a going concern after auditing the company's financial
statement for the years ended Dec. 31, 2006, 2005.  The auditing
firm pointed to the company's significant operating losses and
accumulated deficit.

For the year ended Dec. 31, 2006, the company posted a net loss of
$5,527,998, compared to $2,759,928 in the prior year.  The
company's revenues decreased to $374,952 from $477,199 in the
previous year.

Its research and development expenses, which grew to $1,284,046
for the year ended Dec. 31, 2006, from $479,764 in the prior year,
brought about the company's higher net loss despite reducing its
general and administrative expenses to $1,769,373 for the year
ended Dec. 31, 2006, from $1,978,891 in the prior year.

At Dec. 31, 2006, the company had a positive working capital in
its balance sheet with $1,222,223 in total current assets and
$372,131 in total current liabilities.  The company had
stockholders' deficit of $2,934,896 from total assets of
$2,981,166, total liabilities of $5,376,120, and redeemable
convertible preferred stock worth $539,942.

                            Cash Flow

Cash used in operations was $3,761,061 for the year ended Dec. 31,
2006, compared with $1,958,550 for the same period in 2005.  The
increase in negative cash flow of $1,802,511 was primarily caused
by a significant increase in operating expenses.

Cash provided by financing activities was $4,247,918 for the year
ended Dec. 31, 2006, compared to $2,483,836 for the same period in
2005.  During the year ended Dec. 31, 2005, the company incurred
direct cash costs of $730,814 and $300,000 of non-cash charges in
connection with raising capital through the planned merger with
AVN Acquisition Corp. and related issuance of securities to AVN
Acquisition Corp.'s former stockholders; such costs were charged
to additional paid-in-capital.  Financing activities in 2006
consisted of the issuance of Series A Redeemable Convertible
Preferred Stock yielding $4,322,918.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1f12

                       About Avicena Group

Headquartered in Palo Alto, Calif., Avicena Group, Inc. --(OTC BB:
IHGRE) - http://www.avicenagroup.com/-- is a biotechnology  
company which seeks to develop and commercialize distinctive drug,
cosmetic and nutritional products that deliver value by improving
the lives of patients by regulating critical energy processes
which occur within cells.  The company is currently licensing
cosmeceutical products and selling a nutraceutical product.


BAUSCH & LOMB: Inks $4.5 Billion Merger Deal with Warburg Pincus
----------------------------------------------------------------
Bausch & Lomb Inc. entered into a definitive merger agreement with
affiliates of Warburg Pincus, the global private equity firm, in a
transaction valued at approximately $4.5 billion, including
approximately $830 million of debt.

Under the terms of the agreement, affiliates of Warburg Pincus
will acquire all of the outstanding shares of Bausch & Lomb common
stock for $65 per share in cash.  This represents a
premium of approximately 26% over the volume weighted average
price of Bausch & Lomb's shares for 30 days prior to press reports
of rumors regarding a potential acquisition of the company.

Bausch & Lomb's Board of Directors, following the recommendation
of a Special Committee composed entirely of independent directors,
has unanimously approved the agreement and recommends that Bausch
& Lomb shareholders approve the merger.

"After extensive negotiations and careful and thorough analysis,
together with our independent advisors, the Special Committee and
our board have unanimously endorsed this transaction as in the
best interest of the Company and our shareholders," William H.
Waltrip, lead director and chairman of the Special Committee of
the Bausch & Lomb Board of Directors, said.  "We are pleased that
this transaction appropriately recognizes the value of Bausch &
Lomb's highly respected brand and innovative products in the eye
care industry, while providing our shareholders with an immediate
and substantial cash premium for their investment in Bausch &
Lomb."

"We believe this transaction with Warburg Pincus is good for the
Company's employees, partners in the eye care profession, and
customers, as well as our shareholders," Ronald L. Zarrella,
chairman and CEO of Bausch & Lomb, said.  "As a private company,
Bausch & Lomb will have greater flexibility to focus on our long-
term strategic direction to be a global leader in providing
innovative and technologically advanced eye health products to eye
care professionals and consumers.  We are proud to partner with
Warburg Pincus, a distinguished firm with a strong reputation and
proven track record of success in acquiring and guiding healthcare
companies.  Warburg Pincus understands our industry and our
business well, and will be a tremendous asset as we build upon
our leadership position and continue to implement our strategic
plan to deliver enhanced value for our customers worldwide.  The
firm shares our confidence in Bausch & Lomb's future and will
support our people in achieving our long-term goals.  Our success
is driven by the ongoing efforts of our talented employees around
the world and I thank them for their continued hard work and
dedication.  We look forward to working with Warburg Pincus to
quickly complete the transaction."

"Bausch & Lomb is an exceptional company, with significant
potential and a strong commitment to its employees, partners and
customers worldwide," Elizabeth H. Weatherman, a Warburg Pincus
managing director, said.

Ms. Weatherman, who leads the firm's medical device investment
activities, added, "This investment reflects a unique blend of our
deep domain expertise in medical technology, pharmaceuticals and
healthcare, which has been a focus area for Warburg Pincus since
1973."

The transaction is subject to certain closing conditions,
including the approval of Bausch & Lomb's shareholders, regulatory
approvals and the satisfaction of other customary closing
conditions.  There is no financing condition to consummate the
transaction.  Bausch & Lomb expects to hold a Special Meeting of
Stockholders to consider and vote on the proposed merger
and merger agreement, among other things.  The transaction is
expected to close promptly following the satisfaction of all
closing conditions.

Under the merger agreement, Bausch & Lomb may solicit superior
proposals from third parties during the next 50 calendar days.  To
the extent that a superior proposal solicited during this
period leads to the execution of a definitive agreement, Bausch &
Lomb would be obligated to pay a $40 million break-up fee to
affiliates of Warburg Pincus.  In accordance with the agreement,
the Board of Directors of Bausch & Lomb, through its Special
Committee and with the assistance of its independent advisors,
intends to solicit superior proposals during this period.  In
addition, Bausch & Lomb may, at any time, subject to the
provisions of the merger agreement, respond to unsolicited
proposals.  Bausch & Lomb advises that there can be no assurance
that the solicitation of superior proposals will result in an
alternative transaction.

Bausch & Lomb does not intend to disclose developments with
respect to this solicitation process unless and until its Board of
Directors has made a decision regarding any alternative proposals.

Morgan Stanley & Co. Incorporated is acting as financial advisor
to the Special Committee of the Bausch & Lomb Board of Directors
and has delivered a fairness opinion.  Wachtell Lipton Rosen
& Katz is acting as legal counsel to the Special Committee in this
transaction.  Banc of America, Citi, Credit Suisse and JPMorgan
served as the financial advisors to Warburg Pincus, and Cleary
Gottlieb Steen & Hamilton LLP is acting as legal advisor to
Warburg Pincus.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and   
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico.

                          *     *     *

On Feb. 2, 2007, Moody's Investors Service downgraded Bausch &
Lomb Inc.'s senior unsecured debt to Ba1 and continues to review
all ratings for possible downgrade.  Moody's also assigned the
company a Ba1 Corporate Family Rating.


BAUSCH & LOMB: $4.5 Billion Warburg Deal Cues S&P to Lower Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Bausch &
Lomb Inc. and placed them on CreditWatch with negative
implications.  The corporate credit rating was lowered to 'BB+'
from 'BBB'.

"These actions reflect the announcement that B&L has entered into
a definitive merger agreement with affiliates of Warburg Pincus in
a transaction valued at about $4.5 billion, including about
$830 million of debt," explained Standard & Poor's credit analyst
Cheryl Richer.  "The transaction is subject to certain closing
conditions, including the approval of B&L shareholders, regulatory
approvals, and the satisfaction of other customary closing
conditions."
     
Even if the transaction is not consummated (B&L may solicit
superior proposals from third parties during the next 50 calendar
days under the merger agreement), management's willingness to
aggressively increase leverage to this extent is not commensurate
with an investment-grade rating.
     
Credit metrics were already marginally weak for the prior rating
as a result of the ReNu with MositureLoc recall.  Financial
strengthening, anticipated as the company rebuilds its brand name
and expands sales in unaffected lines of business, will be
insufficient to offset the increase in debt.  Pro forma for an
additional $830 million of debt at year-end 2006, debt to EBITDA
would increase to 5.7x--a level more characteristic of a rating
that is more than one notch lower than the current 'BB+' rating--
from the actual 3.1x.  Standard & Poor's will monitor the progress
of this transaction to determine the extent to which the rating
will decline.


BAYONNE MEDICAL: U.S. Trustee Appoints 7-Member Creditors' Panel
----------------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Bayonne Medical
Center's chapter 11 case.

The seven committee members are:

    1. H. Mickey McCabe, Chairperson
       McCabe Ambulance Service, Inc.
       7 East 41ST Street
       Bayonne, NJ 07002
       Tel: (201) 858-8001
       Fax: (201) 823-2210

    2. John A. Cina
       TD Bank North, NA
       1000 MacArthur Boulevard
       Mahwah, NJ 07430
       Tel: (201) 236-6162
       Fax: (201) 785-1230

    3. Alex Makowski
       Financial Security Assurance
       31 West 52ND Street
       New York, NY 10019
       Tel: (212) 339-3425
       Fax: (212) 857-0444

    4. Ronald J. Davi
       MD-X Services, Inc.
       725 Darlington Avenue
       Mahwah, NJ 07430
       Tel: (201) 444-9900
       Fax: (201) 444-8096

    5. John F. Kohler
       MTM Technologies, Inc.
       1200 High Ridge Road
       Stamford, CT 06905
       Tel: (203) 975-3775
       Fax: (203) 321-1701

    6. Jerry Carpenter
       Morrison Management Specialties, Inc.
       4721 Morrison Drive, Suite 300
       Mobile, AL 36609
       Tel: (251) 461-3020
       Fax: (251) 461-3193

    7. Ann Twomey
       Health Professionals & Allied Employees/AFT/AFLCIO
       110 Kinderkamack Road
       Emerson, NJ 07630
       Tel: (201) 262-5005
       Fax: (201) 262-4335

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

Based in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare
services and operates a medical center.  The company filed for
Chapter 11 protection on April 16, 2007 (Bankr. D. N.J. Case No.
07-15195).  Stephen V. Falanga, Esq., at Connell Foley LLP, and
Adam C. Rogoff, Esq., Eric J. Haber, Esq., and Lawrence C.
Gottlieb, Esq., at Cooley Godward Kronish LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.  The Debtor's exclusive
period to file a plan expires on Aug. 14, 2007.


BAYONNE MEDICAL: Panel Hires Sills Cummins as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Bayonne
Medical Center's chapter 11 case obtained authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ Sills
Cummis Epstein & Gross P.C. as its counsel.

Sills Cummins is expected to advise the Committee on all matters
relates to the Debtor's bankruptcy proceedings.  

Specifically, the firm will:

    a. advise the Committee with respect to its powers and duties;

    b. assist the Committee in investigation the acts, conduct,
       assets, liabilities, and financial condition of the Debtor,
       the operation of the Debtor's business, potential claims,
       and any other matters relevant to the case or to the sale
       of assets of confirmation of a plan of reorganization or
       liquidation;

    c. assist the Committee in the review or formulation of a
       plan;

    d. assist the Committee in requesting the appointment of a
       trustee or examiner should an action be deemed necessary;

    e. prepare necessary motions, applications, complaints,
       responses, orders, agreements and other pleadings and
       documents as may be appropriate and authorized by the
       Committee and appear in Court to prosecute such pleadings;
       and

    f. perform other legal services as may be required and in the
       interest of those represented by the Committee.

Sills Cummis' hourly rates are:

       Members                        $350 - $650
       Of Counsel                     $300 - $550
       Associates                     $195 - $375
       Paralegals and Law Clerks      $100 - $260
       Other Administrative Staff     $100 - $250

To the best of the Committee's knowledge, the firm does not
represent an interest adverse to the Debtor or its estate.

Based in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare
services and operates a medical center.  The company filed for
Chapter 11 protection on April 16, 2007 (Bankr. D. N.J. Case No.
07-15195).  Stephen V. Falanga, Esq., at Connell Foley LLP, and
Adam C. Rogoff, Esq., Eric J. Haber, Esq., and Lawrence C.
Gottlieb, Esq., at Cooley Godward Kronish LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.  The Debtor's exclusive
period to file a plan expires on Aug. 14, 2007.


BCP FLORIN: Loan Default Cues Lender to Sell Collateral on May 23
-----------------------------------------------------------------
The collateral securing BCP Florin LLC's obligations to Petra
Mortgage Capital Corp. LLC is set for public auction on Wednesday,
May 23, 2007, 10:00 a.m., at the offices of:

   Proskauer Rose LLP
   26th Floor
   No. 1585 Broadway
   New York 10036

The auction will be conducted by Herbert B. Caspert of the Caspert
Management Co. Inc.

The collateral is being sold after BCP Florin defaulted on a loan
and security agreement it entered into with Petra Mortgage on
June 9, 2006.

To participate in the auction, competing bids must accompany a 20%
non-refundable deposit by cash or certified check at the auction
date with the balance due five days after.

For physical inspection of the collateral, contact:

       Vincenzo Paparo, Esq.
       Proskauer Rose LLP
       Tel. No. (212) 969-3000


BEAR STEARNS: Fitch Affirms Low B Ratings on $26.3-Mil. Certs.
--------------------------------------------------------------
Fitch Ratings upgrades six classes of Bear Stearns Commercial
Mortgage pass-through certificates series 2004-PWR3 as:

     -- $26.3 million class B to 'AAA' from 'AA';
     -- $12.5 million class C to 'AA+' from 'AA-';
     -- $16.6 million class D to 'AA' from 'A';
     -- $9.7 million class E to 'A+' from 'A-';
     -- $15.2 million class F to 'A-' from 'BBB+';
     -- $11.1 million class G to 'BBB+' from 'BBB'.

Fitch affirms these classes:

     -- $40.3 million class A-1 at 'AAA';
     -- $150 million class A-2 at 'AAA';
     -- $158 million class A-3 at 'AAA';
     -- $469.9 million class A-4 at 'AAA';
     -- Interest only class X-1 at 'AAA';
     -- Interest only class X-2 at 'AAA'
     -- $13.9 million class H at 'BBB-';
     -- $2.8 million class J at 'BB+';
     -- $5.5 million class K at 'BB';
     -- $6.9 million class L at 'BB-';
     -- $5.5 million class M at 'B+';
     -- $2.8 million class N at 'B';
     -- $2.8 million class P at 'B-'.

Fitch does not rate the $12.5 million class Q certificates.

The rating upgrades reflect 13.2% pay down and 5.1% defeasance
since issuance.  As of the May 2007 distribution date, the pool's
aggregate certificate balance has decreased to $962.2 million from
$1.1 billion at issuance.  There are no delinquent or specially
serviced loans.

Fitch reviewed the transaction's three credit assessed loans and
their underlying collateral.  The Fitch stressed debt service
coverage ratio is calculated using servicer provided net operating
income less required reserves divided by debt service payments,
based on the current balance and using a Fitch stressed refinance
constant.  Due to their stable performance, the loans maintain
investment grade credit assessments.

Lion Industrial Portfolio (9.1%) is the largest loan in the
transaction.  The whole loan has an A-B structure, of which the A-
note was included in this transaction.  Since issuance, one
property has been released and one property has been substituted.
The loan is secured by a diverse cross-collateralized and cross-
defaulted pool of 43 industrial properties located in various
cities and states.  Occupancy has improved to 86.5% as of year-end
2006 from 80.1% as of YE 2005. The Fitch stressed DSCR as of YE
2006 increased to 1.94 times compared to 1.79x as of
Dec. 31, 2005.

Two Commerce Square (4.2%) is secured by a 40-story, class A
office building totaling 953,276 square feet located in
Philadelphia, Penn.  The whole loan consists of four pari-passu A-
notes, senior mezzanine debt and junior mezzanine debt. The A-3
and A-4 notes were contributed to this transaction.  As of YE
2006, occupancy was stable at 97%, consistent with YE 2005.

The Great Northern Mall (2.9%) is collateralized by 504,743 sf of
an 897,687 sf regional mall located in Clay, New York, which is a
suburb of Syracuse.  The Fitch YE 2006 stressed DSCR is 1.67x
compared with 1.71x YE 2005.  YE 2006 overall occupancy was 86.9%
compared to 91.8 % at issuance.  Occupancy at the mall has
declined because one of the anchor tenants, Bon-Ton, vacated in
January 2006, and its former space remains vacant.


BISON BUILDING: U.S. Trustee Wants Case Converted to Chapter 7
--------------------------------------------------------------
W. Clarkson McDow, the U.S. Trustee for Region 4, asks the
Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia to convert Bison Building Company
LLC's Chapter 11 bankruptcy case to a Chapter 7 liquidation
proceeding or, in the alternative, dismiss the Debtor's case.

Mr. McDow tells the Court that the Debtor's bankruptcy case should
be converted or dismissed because the Debtor:

   1) has failed to timely file monthly operating reports with the
      Clerk of Court or the Trustee.  Failure to file monthly
      operating reports prevents the Trustee or other parties-in-
      interest from monitoring the financial condition of the
      Debtor;

   2) has accrued over $160,000 in post-petition accounts payable;

   3) has failed to pay quarterly fees owed to the Trustee; and

   4) has failed to file a proposed plan and disclosure statement
      although its case has been pending for almost six months.

The Court is set to hear the Trustee's request at 11:00 a.m., on
June 12, 2007.

Based in Springfield, Virginia, Bison Building Company LLC --
http://www.bisonbuildingcompany.com/-- is a custom home-builder.    
The company filed for chapter 11 protection on Nov. 17, 2006
(Bankr. E.D. Va. Case No. 06-11534).  Darrell William Clark, Esq.,
at Stinson Morrison Hecker, LLP, represents the Debtor in its
restructuring efforts.  Bradford F. Englander, Esq., at Linowes
and Blocher LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from its
creditors, it listed total assets of $9,943,454, and total
liabilities of $12,367,901.


BLANCHARD TRANSPORT: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Blanchard Transportation Services, Inc.
        P.O. Box 478
        Kenansville, NC 28349

Bankruptcy Case No.: 07-01830

Chapter 11 Petition Date: May 15, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

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
   ------                        ---------------   ------------
Internal Revenue Service                               $475,000
Attention: Insolvency I
320 Federal Place
Greensboro, NC 27402

Brock's Service Center                                  $89,576
Attention: Manager or Agent
318 N.C. 11 & 903 N.
Kenansville, NC 28349

First Ban                        unsecured line of      $30,000
Attention: Manager or Agent      credit
P.O. Box 926
Troy, NC 27371

Berkley Risk Administration                             $30,000

Triple-T                                                $26,361

Transport International                                 $22,482

Black's Tire Service                                    $22,264

PetroLiance                                             $22,000

NC Dept. of Revenue              withholding,           $20,000
                                 fuel taxes

Nextel Communications                                   $19,133

Minges Bottling Group                                   $18,850

Fleet Pride                                             $14,879

Phoenix Fund (The)                                       $8,835

Premier Trailer Leasing                                  $6,500

Ameritas Life Insurance                                  $5,625

Brown's Service Center                                   $4,097

Auto Glass Service                                       $3,570

Bank of America                                          $3,463

Ice Pee Dee, Inc.                                        $3,144

Magnum Tire Corp.                                        $2,754


BUCYRUS INTL: Underwriters Buys Additional 692,000 Class A Stock
----------------------------------------------------------------
Bucyrus International Inc. disclosed that the underwriters of its
public offering of 4,614,000 shares of its Class A common stock
have exercised in full their option to purchase an additional
692,100 shares of Class A Common Stock at a price to the public of
$66.35 per share.

After deducting underwriting discounts and commissions and
estimated offering expenses, Bucyrus expects net proceeds from the
sale of the additional shares of approximately $44 million, which
will be used by Bucyrus to further reduce its borrowings under its
new term loan facility used to finance the acquisition of DBT
GmbH. The sale of these shares is expected to close on
May 15, 2007.

On May 10, 2007, Bucyrus has priced its public offering of
4,614,000 shares of Class A common stock at $66.35 per share.  The
net proceeds from the sale of those shares will be approximately
$292.3 million, after deducting underwriting discounts and
commissions and estimated offering expenses, all of which will be
used by Bucyrus to repay a portion of its new term loan facility.
The sale of those shares is also expected to close on May 15,
2007.

The offering was marketed through a group of underwriters,
including Lehman Brothers Inc. as sole-book running manager.

The offering is made by means of a prospectus and the related
prospectus supplement.  The prospectus and the related prospectus
supplement may be obtained from:

   -- Lehman Brothers Inc.
      c/o Broadridge
      Integrated Distribution Services
      NO. 1155 Long Island Avenue
      Edgewood, NY 11717

                    About Bucyrus International

Headquartered in South Milwaukee, Wisconsin, Bucyrus International
Inc. (Nasdaq: BUCY) -- http://www.bucyrus.com/-- is a global   
manufacturer of electric mining shovels, walking draglines and
rotary blasthole drills and provides aftermarket replacement parts
and services for these machines.  In 2006, it had sales of $738
million.      

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service confirmed the corporate family rating of
Bucyrus International, Inc. at Ba3.  Moody's also assigned Ba3
ratings to Bucyrus': $400 million revolving credit facility;
EUR50 million revolving credit facility; and $825 million secured
term loan.  Bucyrus' rating outlook is stable.  The action
concludes the ratings review initiated on Dec. 18, 2006.


CATERHIGH INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Caterhigh, Inc.
        1709 Towson Avenue
        Fort Smith, AR 72901

Bankruptcy Case No.: 07-71472

Type of Business: The Debtor provides food catering services.

Chapter 11 Petition Date: May 15, 2007

Court: Western District of Arkansas (Fort Smith)

Debtor's Counsel: Carl W. Hopkins, Esq.
                  3800 Rogers Avenue, Suite 5
                  Fort Smith, AR 72903-3075
                  Tel: (479) 782-1300
                  Fax: (479) 782-2936

Estimated Assets: $1 Million to $100 Million

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

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


CATHOLIC CHURCH: San Diego Creditors Meeting Continued to May 31
----------------------------------------------------------------
At the first meeting of creditors in The Roman Catholic Bishop of
San Diego's Chapter 11 case held April 20, 2007, it was agreed
that the Diocese will obtain and submit to the US Trustee some
additional information about the value of diocesan real property
and improvements, as well as other requested information, the
Diocese disclosed in an update posted on its Web site.

According to the update, in completing the schedule of diocesan
real property made up of 34 parcels of land and buildings, the
Diocese used the information it had for 32 parcels, which was
either the book values -- cost of land and improvements -- or
assessed values or property tax valuations.  The schedule also
included the list value for one residential parcel that is listed
for sale and the appraised value for another residential parcel.
The Diocese did not use market values, because it does not have
that information, and the values stated in the schedule were
expressly identified as book, assessed, list, or appraised.

Therefore, it was correctly stated by the Bishop and his
directors that they do not know the market value of diocesan
assets, San Diego said.  Nevertheless, the Diocese has agreed to
obtain appraisals of diocesan real property, and as appraisals
are completed the reorganization real property schedule will be
amended to reflect the appraised values.  The process is expected
to take several months, if not more.

A further meeting of creditors will take place at 9:00 a.m. on
May 31, 2007.

Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately
3,000 people in various areas of work.  The Diocese filed for
Chapter 11 protection just before commencement of the first of
court proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  In its schedules of assets and liabilities, the
Diocese listed total assets of $152,510,888 and total liabilities
of $72,754,092.

The Diocese's exclusive period to file a chapter 11 plan of
reorganization expires on June 27, 2007.  On March 27, 2007, the
Debtor filed its plan and disclosure statement.  (Catholic Church
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Court Denies Plea to Access Portland's List
------------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon denied the U.S. Attorney's Office's request to
direct the Archdiocese of Portland in Oregon to disclose a list of
the settling claimants.

Judge Perris notes that if the U.S. Attorney's Office determines
that the Archdiocese' Claims Agent, Bankruptcy Management
Corporation, is capable of providing a service matching names
from the U.S. Attorney's Office with names of persons filing
confidential proofs of claims, and the U.S. Attorney's Office is
willing to pay for that service, then the Order is without
prejudice to the U.S. Attorney's Office filing a new motion upon
notice to claimants and an opportunity for further hearing.

The Official Committee of Tort Claimants and tort claimants
represented by Erin K. Olson, Esq., Daniel J. Gatti, Esq., Kelly
Clark, Esq., David Slader, Esq., and Gary Bisaccio, Esq., were
against the U.S. Attorney's Office's request.

The Tort Committee and the Tort Claimants complained that
granting special debt collector status to the U.S. Attorney's
Office will violate Claimants' privacy rights and the Court's
prior orders.  Both parties believe that the information that the
U.S. Attorney's Office is entitled to obtain should be limited to
information attainable by any other third-party debt collector.

                     U.S. Attorney's Request

Robert D. Nesler, Esq., assistant attorney of the U.S. Attorney's
Office for the District of Oregon, related that his office is
responsible for, among other things, the collection of both civil
and criminal debts owed to the federal government, and False
Claims Act recoveries of sums due for various agencies defrauded
by persons who have presented false claims to a federal agency.

Mr. Nesler further related that the U.S. Attorney's Office is
aware that numerous individuals have entered into settlements
with the Archdiocese of Portland in Oregon, which settlements
have been approved for future distributions by the U.S.
Bankruptcy Court for the District of Oregon.

In one of the cases, Mr. Nesler said, particularly BML v. Roman
Catholic Archbishop of Portland in Oregon, et al., Multnomah
County Case No. 0405-05278, the U.S. Attorney's Office has filed
a garnishment to collect federal restitution owed in the case
captioned, United States of America v. Brian M. LaGrand, CR 02-
124 BR.

To determine whether there are additional claimants who owe
federal debts, the U.S. Attorney's Office had asked the Court to
direct the Archdiocese to disclose a list of the settling
claimants, together with their Social Security numbers and home
addresses, if available, to enable the government to verify
whether these claimants owe civil or criminal debts, which have
been reduced to judgment and which the Office is responsible to
collect.

Mr. Nesler contended that the release of the List is in the
interest of justice because the Office represents federal
agencies, and private parties, who have been victimized as well.
Providing the List furthers the interests of justice in that
these victims and federal judgment creditors may be fairly
compensated from the proceeds of settlements.

Under the Federal Debt Collection Procedures Act in Section 3001
of the Judiciary Procedures Code, the Government may attach,
garnish or execute against assets of a debtor to collect debts,
Mr. Nesler asserts.  To do so, the Office needed to determine
which of the settling claimants is indebted to the Government or
a victim of a federal crime entitled to restitution, he points
out.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
On April 17, 2007, the Court confirmed Portland's 3rd Amended
Plan.  (Catholic Church Bankruptcy News, Issue No. 91; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).


COMPLETE RETREATS: Plan Filing Extension Hearing Set for June 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut will
convene a hearing on June 12, 2007, at 10:00 a.m. to consider the
request of Complete Retreats LLC and its debtor-affiliates to
extend their exclusive periods to:

   a) file a plan of reorganization until July 31, 2007, and
   b) solicit acceptances of that plan until Oct. 31, 2007.

The Debtors tell the Court that they need more time to close the
second stage of the sale of substantially all of their assets to
Ultimate Resorts, LLC.  Stage I of the Asset Sale closed on May 4,
2007, Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford,
Connecticut, explains.  An extension will also afford the Debtors
time to continue to sell properties not included in the Asset
Sale, and to finalize discussions and negotiations with the
Official Committee of Unsecured Creditors appointed in the
Debtors' bankruptcy cases regarding a consensual liquidating plan
and accompanying disclosure statement, and the appropriate
procedure to wind-down the Debtors' estates.

The Debtors hope to finalize and file a consensual plan prior to
July 31, 2007, Mr. Daman relates.

The extension of the Exclusive Periods will not harm the Debtors'
creditors or other parties-in-interest, Mr. Daman assures the
Court.  In light of the complexity of the Debtors' Chapter 11
cases and the significant issues that necessarily must be
resolved before a consensual plan can be finalized, filed, and
confirmed, it is unlikely that the Debtors' creditors or any
other party-in-interest would be in a position to propose a
competing plan of reorganization before July 31, 2007, according
to Mr. Daman.  An extension of the Debtors' Exclusive Periods
would not delay the reorganization process, but rather would
permit the process to move forward in an orderly and expeditious
fashion.

"Termination of the Exclusive Periods at this juncture would
defeat the purpose of Bankruptcy Code section 1121 and reduce the
likelihood of achieving a consensual plan," Mr. Daman contends.   
In addition, there is a significant risk that denial of the
requested extension of the Exclusive Periods could undermine the
gains the Debtors have made since the commencement of these
Chapter 11 cases, harming not only the Debtors, but also their
creditors and other parties-in-interest."

The Debtors are paying their debts as they become due, Mr. Daman
tells Judge Shiff.  The Debtors' DIP financing agreement allowed
them to pay postpetition creditors, lessors, and vendors in the
ordinary course of business.  Pursuant to the asset purchase
agreement governing the Asset Sale, as well as a related
management agreement, Ultimate Resorts currently funded the
Debtors' operations and related obligations during 2007.  The
Debtors have only minimal, if any, obligations that they are
required to satisfy, Mr. Daman says.

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

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


COMPLETE RETREATS: Faces Class Action for Consumer Violations
-------------------------------------------------------------
Todd & Weld LLP and Lite DePalma Greenberg & Rivas LLC have filed
a class action lawsuit on behalf of all persons who purchased club
memberships from Abercrombie & Kent, Inc., which licensed its name
to Tanner & Haley dba Complete Retreats LLC.

The lawsuit seeks to pursue remedies for violation of common law
causes of action, which arose from violations of applicable
consumer fraud legislative protections and under the Securities
Exchange Act of 1934.

Specifically, the action is filed against defendants Abercrombie &
Kent, Inc., Geoffrey Kent, Andrew Harper, Andrew Harper Travel,
Inc. and John Doe aka Andrew Harper for violation of common law
fraud, negligent misrepresentation, consumer fraud and breach of
guarantee.

The action was originally filed on Nov. 3, 2006 in the U.S.
District Court for the District of New Jersey, transferred to the
Northern District of Illinois and docketed on April 30, 2007.  An
amended complaint was filed on May 11, 2007, pursuant to Court
order.

                       Further Allegations

The plaintiffs seek to recover damages on behalf of all persons
who purchased club memberships in "Distinctive Retreats by
Abercrombie & Kent, Inc." during the period of time Abercrombie &
Kent, Inc. licensed its name to Tanner & Haley and suffered a loss
as a result.

In addition to common law causes of action and causes of action
arising from violations of applicable consumer fraud legislative
protections, this is a federal Class action brought under the
Securities Exchange Act of 1934 on behalf of persons who purchased
bonds, representing membership in a luxury destination club for
which, upon information and belief, they each paid $390,000 or
more and the amount paid was less than the face value of the
bonds.

The complaint further alleges that said bonds were purchased in
reliance upon a mix of material non-disclosures of facts and
materially false and misleading statements which caused plaintiff
and the plaintiff Class to erroneously believe that defendant
Abercrombie & Kent, Inc. was the owner and operator of the club,
and the issuer and backer of both the bonds and of the guarantee
that the face value of the bonds, also known as the "membership
deposit" amount, would be one hundred percent refundable.

The complaint further alleges that Abercrombie & Kent, after
enticing hundreds of people to become members in the club,
announced that it was no longer permitting its name to be used for
the project, notwithstanding the aggressive marketing campaign
that had featured Abercrombie & Kent's hallmark name front and
center on all approved marketing materials, offering documents and
the membership agreement.  The fact that it was simply lending or
licensing its name, if true, was not disclosed in any of the
materials given to the prospective club members.

Ultimately, Tanner & Haley disclosed that it was the owner of the
club, and stated that Abercrombie & Kent, Inc. would no longer
license its name to Tanner & Haley.  On July 24, 2006, Tanner &
Haley filed for protection under Chapter 11 of the U.S. Bankruptcy
Code.  Thus, the bonds are illiquid and non-refundable by Tanner &
Haley at present and the Class members are general unsecured
creditors of Tanner & Haley in that bankruptcy.  Given, inter
alia, the unauthorized change in the debt to equity ratio and
other matters disclosed to date in the pending bankruptcy
proceedings, the Class stands to lose most, if not all, of the
value of their securities.  In fact, the assets of the Club have
been sold, pursuant to an order of the bankruptcy court approving
same but for an amount leaving very little if anything to pay the
claims of the unsecured creditors.

                     About Complete Retreats

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

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


COUDERT BROS: Examiner Says Debtor "Insolvent" Prior to Bankruptcy
------------------------------------------------------------------
Coudert Brothers LLP "likely" was insolvent one year before it
filed for chapter 11 protection, Bill Rochelle of Bloomberg News
says, citing a report filed Tuesday by Harrison J. Goldin, the
examiner appointed in the Debtor's case on Feb. 15, 2007.

According to the report, Mr. Goldin's findings opens the door for
creditors to sue Coudert's former partners for the return of
$28 million in distributions they received while the firm was
insolvent.  

Mr. Goldin also concluded that the partners may owe another
$9.3 million in loans and overpayments, the source adds.

Lawyers at Kaye Scholer LLP represent Mr. Goldin in Coudert's
case.

            Retired Partners Lose Bid to Form Committee

Last month, the Honorable Robert Drain of the United States
Bankruptcy Court for the Southern District of New York junked a
motion by Coudert's retired partners to form an official committee
in the law firm's case.  

The retired partners argued that the Official Committee of
Unsecured Creditors did not represent their interests.

Judge Drain ruled that the retired partners are only entitled to
status similar to stockholders.

                  Chap. 11 Liquidation Plan Filed

In March 2007, Coudert filed with the Court a Chapter 11 Plan of
Liquidation stating that on the effective date of that Plan, the
liquidation trust agreement will be executed by the Debtor and the
liquidation trustee.  Also on that date, all the estate's assets
will vest in the liquidation trust free and clear of all liens,
claim and encumbrances.

The Debtor and the Creditors Committee will jointly pick the
liquidation trustee 15 days before the confirmation hearing.

If a dispute will arise, the Court will select from the candidates
submitted by the Debtor and the Committee.

                        Treatment of Claims

Under the Plan, each holder of Secured Claims and Priority
Non-Tax Claims will be paid in full.  At the Liquidation
Trustee's option, these holders will receive:

     i. cash;

    ii. non-recourse conveyance of the Debtor's interest
        and the collateral securing the their claims; or

   iii. less favorable treatment as agreed to by the holders
        and the liquidation trustee.

Holders of General Unsecured Claims and Partner Non-Profit Claims
will receive a pro rata share of the unsecured creditor fund.

In the event there exists any disputed Secured, Priority Non-Tax,
General Unsecured, and Partner Non-Profit claims, the liquidation
trustee must maintain cash in an amount equal to the portion of
the disputed claims reserve.

On the effective date, Convenience Claim holders will receive
cash in an aggregate amount equal to a percentage of the allowed
amount determined by the Debtor before the solicitation of the
Plan.

In addition, holders of Convenience, General Unsecured, and
Partner Profit Claims will be paid from the Unsecured Creditors
fund.

Holders of Insured Malpractice Claims will be paid solely
from the proceeds of any applicable policy with respect to the
insured portion of the claim.  This holder will not receive any
distribution from the Unsecured Creditor fund.

Each holder of Partner Profit Claims, if any, will receive the
Debtor's surplus.

Holders of Interests will get nothing under the Plan.

The Unsecured Creditor Fund is the cash derived from Participating
Party Settlement Proceeds, liquidation of assets, and causes of
action recoveries, less any distributions or reserves on account
of Secured Claims, Administrative Claims, Priority Tax Claims,
Priority Non-Tax Claim, and Estate Expenses.

Participating Party Settlement Proceeds refers to cash that the
Liquidation Trustee received from a participating party under a
participating party agreement.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.  In its schedules of assets
and debts, Coudert listed total assets of $29,968,033 and total
debts of $18,261,380.  The Debtor's exclusive period to file a
plan expires on Sunday, May 20, 2007.


COUNTRYWIDE HOME: Fitch Affirms Ratings on Cert. Classes B-3 & B-4
------------------------------------------------------------------
Fitch Ratings has taken rating actions on the following
Countrywide Home Loans, Inc. mortgage-backed certificates:

   Series 2004-18

     -- Class A affirmed at 'AAA';
     -- Class M upgraded to 'AA+' from 'AA';
     -- Class B-1 affirmed at 'A';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-3 affirmed at 'BB';
     -- Class B-4 affirmed at 'B'.

   Series 2004-19

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

The affirmations, affecting approximately $349 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The upgrades, affecting
approximately $5.6 million of the outstanding certificates,
reflect an improvement in the relationship between CE and expected
loss.  The CE for all classes has more than doubled since
issuance.  In addition, both of the above transactions have
experienced minimal or no losses to date.

The collateral of the above transactions consists of 30-year,
fixed-rate mortgage loans extended to prime borrowers and secured
by first liens on residential properties.  The loans were
originated and are serviced by Countrywide Home Loans, Inc. (rated
'RPS1' by Fitch).

As of the April 2007 distribution date, series 2004-18 has a pool
factor (current mortgage loan principal outstanding as a
percentage of the initial pool) of 45% and is seasoned 32 months.
Series 2004-19 has a pool factor of 44% and is also seasoned 32
months.


CREDIT SUISSE: Fitch Holds Rating on $24.7-Mil. Mortgage Certs.
---------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2003-CK2, as:

    -- $19.8 million class G to 'AA+' from 'AA';
    -- $14.8 million class H to 'AA-' from 'A+'.

Fitch also affirms these classes:

    -- $48.5 million class A-1 at 'AAA';
    -- $196 million class A-2 at 'AAA';
    -- $109 million class A-3 at 'AAA';
    -- $364.3 million class A-4 at 'AAA';
    -- Interest-only class A-X at 'AAA';
    -- Interest-only class A-SP at 'AAA';
    -- $32.1 million class B at 'AAA';
    -- $12.4 million class C at 'AAA';
    -- $29.6 million class D at 'AAA';
    -- $12.4 million class E at 'AAA';
    -- $12.4 million class F at 'AAA';
    -- $17.3 million class J at 'A';
    -- $17.3 million class K at 'BBB+';
    -- $4.9 million class L at 'BBB';
    -- $13.6 million class M at 'BB';
    -- $6.2 million class N at 'B+';
    -- $4.9 million class O at 'B';
    -- $3.4 million class GLC at 'BBB+'.

Fitch does not rate the $17.2 million class P or $14.2 million
class RCKB certificates.  The GLC rake class represents the non-
pooled B-note for Great Lakes Crossing (A-note: 8.7%).  The RCKB
certificate represents the non-pooled B-note for the Ritz Carlton
Key Biscayne (6.5%), which defeased in May 2006.

The rating upgrades reflect increased credit enhancement due to
loan payoffs and scheduled loan amortization, as well as the
additional defeasance of three loans (3.7%) since the last Fitch
rating action.  Twelve loans (21.9%) have defeased to date,
including three top 10 loans (14.1%) in the pool.  As of the April
2007 distribution date, the pool's aggregate certificate balance
has decreased 5.6% to $932.5 million from $1 billion at issuance.  
There are no delinquent or specially serviced loans.

Fitch reviewed the performance of the largest loan in the pool,
Great Lakes Crossing.  The loan is secured by a 1,142,827 square
foot anchored retail center located in Auburn Hills, MI. The year-
end 2006 Fitch stressed debt service coverage ratio is 1.61 times,
in line with the Fitch stressed DSCR at issuance of 1.54x.
Occupancy as of December 2006 was 85.9% compared to 90.5% at
issuance.  The loan maintains an investment grade credit
assessment.


CUMMINS INC: Earns $143 Million in Quarter Ended March 31
---------------------------------------------------------
Cummins Inc. reported that it experienced strong operating
performance in the first quarter of 2007 with net earnings of
$143 million on net sales of $2.8 billion, as compared with first
quarter 2006 net earnings of $135 million on net sales of
$2.7 billion.  

First quarter net earnings and sales were up for Cummins led by
record sales and earnings in our Power Generation segment.  As
expected, sales in the company's Engine segment were down due to
decreased demand in its on-highway markets, led by the North
American heavy-duty truck market as a result of the 2007 change in
emissions standards.  In addition, the company continued to see
strong demand in its Components and Distribution segments.  
Overall, its Power Generation segment net sales were up
$139 million, and its Components segment net sales were up
$102 million, compared to the first quarter of 2006.  Engine
segment net sales were down $56 million, while Distribution
segment net sales were down $8 million.  The company's
Distribution segment had organic growth in the first quarter,
however due to the deconsolidation of one of its North American
joint ventures beginning in 2007, net sales decreased as compared
to 2006.  Net sales for this joint venture were about $41 million
during the first quarter of 2006.  

As of March 31, 2007, the company's balance sheet showed total
assets of $7.4 billion, total liabilities of $4.2 billion,
minority interests of $253 million, and total stockholders' equity
of $2.9 billion.

                   Overview of Capital Structure

Cash and cash equivalents decreased $319 million during the period
to $521 million at the end of the first quarter, as compared with
$840 million at the beginning of the period.  Cash and cash
equivalents were higher at the end of 2006 as a result of an
increase in cash provided by operations generated primarily by
higher net earnings for the full year in 2006 and due to lower
accounts receivable at the end of 2006.  The company focused much
of our efforts on improving our balance sheet through debt
reduction.  The company said it believes that its net debt
position is a strong indicator of how much progress it has made in
this area.

                   First Quarter 2007 Highlights

Some of the transactions and events that highlight for the quarter
include:

     -- The Board of Directors authorized a two-for-one split of
        Cummins stock on March 8, 2007, which was distributed on
        April 9, 2007, to shareholders of record as of March 26,
        2007.  All share and per share amounts in this filing have
        been adjusted to reflect the two-for-one stock split.

     -- About $62 million of our $120 million 6.75% debentures
        were repaid on Feb. 15, 2007, at the election of the
        holders.  Such election and notification was required to
        be made between Dec. 15, 2006 and Jan. 15, 2007.

     -- In July 2006, the Board of Directors authorized the
        acquisition of up to two million shares of Cummins common
        stock in addition to what has been acquired under previous
        authorizations.  For the quarter ended April 1, 2007, the
        company repurchased about $13 million of common stock,
        representing about 180,000 shares.  As a result, at April
        1, 2007, there were about 2.8 million shares available to
        be acquired.

     -- During the first three months of 2007, the company made
        contributions of about $61 million to our pension plans.

Full-text copies of the company's first quarter report are
available for free at http://ResearchArchives.com/t/s?1f32

                        About Cummins, Inc.

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes,  
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.  Cummins serves customers
in more than 160 countries through its network of 550 company-
owned and independent distributor facilities and more than 5,000
dealer locations.

                          *     *     *

The company's Junior Convertible Subordinated Debentures carry
Fitch's 'BB' rating with a stable outlook.


DAIMLERCHRYSLER: Names Rainer Genes MBPC Production Planning Head
-----------------------------------------------------------------
The DaimlerChrysler Board of Management has appointed Rainer
Genes, manager of the Bremen production plant, as the new head of
Production Planning Mercedes-Benz Passenger Cars, effective
June 1, 2007.  Rainer Genes will succeed Simon Boag, who will be
returning to Detroit, effective June 1, 2007.

"I would like to take this opportunity to thank Simon Boag for his
hard work and commitment over the past 15 months, particularly in
the ar-eas of standard inspections and efficiency boosting,"
Rainer Schmuckle, COO of the Mercedes Car Group, said.

Also on June 1, Peter Schabert, currently the director of the
Berlin production plant, will take over the responsibility for the
Bremen plant.

Thomas Uhr, at present head of the Production and Technology
Center "Casting and Metal Forming," will become the head of the
Berlin plant on June 1.

Headquartered in Stuttgart, Germany, DaimlerChrysler AG --
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 has locations in Canada, Mexico, United States,
Argentina, Brazil, Venezuela, China, India, Indonesia, Japan,
Thailand, Vietnam and Australia.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion ($6.4 billion)
based on an expected full-year operating loss of approximately
EUR1 billion ($1.2 billion) for its Chrysler Group.

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.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


DAIMLERCHRYSLER: Net Profit Increases to EUR2 Billion in First Qtr
------------------------------------------------------------------
DaimlerChrysler AG reported a net profit of EUR1.97 billion on
revenues of EUR35.36 billion for the first quarter of 2007,
compared with a net profit of EUR781 million on revenues of
$37.44 billion for the first quarter of 2006.

DaimlerChrysler increased its EBIT (earnings before interest and
taxes) to EUR2.04 billion in the first quarter of this year,
compared with EBIT of EUR1.18 billion for the first quarter of
2006.  Earnings were reduced particularly by restructuring
expenses of EUR914 million related to the implementation of the
Chrysler Group's Recovery and Transformation Plan.  There were
additional charges of EUR120 million from the financial support
provided to troubled suppliers and EUR54 million from the
implementation of the new management model.  Income of
EUR1.56 billion, however, was realized in connection with
DaimlerChrysler's equity interest in the European Aeronautic
Defence and Space Company (EADS), partially offset by expenses of
EUR114 million from the Power8 restructuring program at EADS.

In the prior-year quarter, the discontinuation of the smart
forfour and headcount reductions at the Mercedes Car Group caused
expenses of EUR1.18 billion.  There were opposing effects from the
disposed off-highway business of EUR238 million and from
reductions in healthcare benefits at the Chrysler Group of
EUR390 million.

Improved operating results at the Mercedes Car Group and the Truck
Group largely offset the decline in earnings at the Chrysler
Group.

Within the context of the efficiency-improving programs, measures
were defined to further improve the utilization of production
facilities.  As a result, depreciation of property, plant and
equipment has been adjusted to the extended useful lives.  In the
first quarter of 2007, this led to a positive impact on Group EBIT
in an amount of EUR213 million; thereof EUR151 million is
considered at the Mercedes Car Group, EUR24 million at the Truck
Group and EUR38 million at Van, Bus, Other.

                Unit Sales Below Prior-year Levels

In the first quarter of 2007, DaimlerChrysler sold 1.1 million
vehicles worldwide, 5% below the level of the prior-year quarter.

At the end of the first quarter of 2007, DaimlerChrysler employed
a workforce of 356,749 people worldwide, compared to a workforce
of 368,853 at the end of the first quarter of 2006.  Of this
total, 165,779 were employed in Germany and 91,170 were employed
in the United States.

At March 31, 2007, DaimlerChrysler AG and subsidiaries'
consolidated balance sheet showed EUR215.01 billion in total
assets, EUR174.96 billion in total liabilities, and $40.05 billion
in total shareholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $81.16 billion in total current assets
available to pay $85.25 billion in total current liabilities.

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?1f37

                       About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER: No More Acquisition Plans for Now, Zetsche Says
----------------------------------------------------------------
DaimlerChrysler AG's management will work hard to keep the
company's independence and won't likely be involved in the ongoing
consolidation of the auto industry in the wake of Cerberus Capital
Management LP's $7 billion takeover of the Chrysler Group, the
Wall Street Journal reports, quoting Daimler CEO Dieter Zetsche.

His remarks came as major shareholder Dubai International Capital,
controlled by Dubai's Maktoum family, disclosed it had sold its
$1 billion stake in the company, ahead of Daimler's announcement
of a deal to relinquish control of Chrysler.  The carmaker's
shareholder structure has been under scrutiny because, unlike its
German car-making rivals, it doesn't have a single large
shareholder as a bulwark against a takeover, WSJ observes.

Mr. Zetsche, who had expressed concerns that the company's low
share price because of Chrysler's burdens could make it a takeover
target, said that the recent rise in the company's share price
makes it a less attractive acquisition, WSJ notes.  "I don't know
if a majority shareholder is exclusively helpful, and it doesn't
mean absolute protection," Mr. Zetsche said.

The deal to relinquish 80.1% of Chrysler to private-equity firm
Cerberus will allow DaimlerChrysler to focus on strengthening its
luxury Mercedes brand and on boosting its commercial-truck
business, WSJ states.  Mr. Zetsche said the company may seek deals
to expand its truck business, known as the Truck Group, especially
in the U.S. or India.  Earlier this year, Daimler's Truck Group
bought a 24% stake in China's Beiqi Foton Motor Co., which makes
vans.

Mr. Zetsche has expressed his intent to concentrate on improving
efficiency and operations at Daimler, develop growth potential and
pursue new opportunities, WSJ relates.  He added that he has more
ambitious targets for Mercedes beyond the 7% return on sales the
company has as a goal this year.

Meanwhile, Bloomberg News reports that Juergen Schrempp, architect
of the $36 billion takeover of Chrysler Corp. by Daimler-Benz AG,
was responsible for the $12.6 billion loss in the company's market
value in the nine years following the merger.  DaimlerChrysler
shares have fallen 15% since Nov. 17, 1998, the day the combined
company started trading.  The stock in Germany peaked half a year
after the merger and never recovered.

"Schrempp was certainly the biggest destroyer of capital in
Daimler's history and most likely in the history of corporate
Germany," said Juergen Graesslin, head of the DaimlerChrysler
Critical Shareholders Association and an author of a biography on
Schrempp, who left as chief executive officer December 31, 2005,
two years before his contract expired.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER: Cerberus May Use $17 Billion for Chrysler Group
----------------------------------------------------------------
A group of five banks has committed more than $60 billion in
financing for Cerberus Capital Management LP, including
$12 billion made available as an undrawn credit line for the
operating business of newly acquired Chrysler Group, plus the
$5 billion Cerberus has pledged to put on the DaimlerChrysler AG
unit's balance sheet, The Financial Times discloses.

According to the report, the automaker could use the money to
secure an agreement on healthcare liabilities.  Analysts say
Cerberus-backed Chrysler may follow Goodyear's example in striking
a healthcare bargain with the United Auto Workers union where both
parties agree on the liability and the company provides a fixed
amount to settle it for good.

About $50 billion of the funding will be needed to refinance
assets that will constitute Chrysler's financial services arm,
Chrysler Financial Services, FT notes.  The $50 billion in debt
for Chrysler Finance will be backed by $76 billion in assets and
in essence replaces the debt that Daimler currently holds in the
business.

The financing package is also a noteworthy backing of the troubled
US motor industry by the banks, FT observes.  JPMorgan advised
Daimler on the deal.  It also took part in the financing team for
Cerberus alongside Goldman Sachs, Citigroup, Morgan Stanley and
Bear Stearns.

                      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.


DANA CORP: To Terminate Non-Union Pension Benefits on July 1
------------------------------------------------------------
Dana Corp. and its debtor-affiliates and the Official Committee of
Non-Union Retirees wish to avoid the expense and uncertainty
associated with litigating their disputes under Section 1113/1114
of the Bankruptcy Code.

Accordingly, the Debtors and the Retiree Committee agree to deem
resolved the Section 1113/1114 disputes, the Debtors' request to
terminate non-union pension benefits and the objections as to all
former employees who:

   -- while working for the Debtors were not represented or are
      not currently represented by a labor organization; and

   -- were receiving or eligible to receive Non-Pension Retiree
      Benefits from the Debtors as of March 31, 2007.

Any non-union employee that retired after March 31, 2007, is not
subject to the terms of the Stipulation but is subject to the
terms of the order authorizing the termination of the non-union
pension benefits entered on March 30, 2007.

Judge Lifland had authorized the Debtors to terminate, effective
as of April 1, 2007, all their non-pension retiree benefits for
non-union active employees that have not retired on or before
March 30, 2007.

The Debtors will terminate the non-union pension benefits
effective as of July 1, 2007, in consideration for the payment of
$78,800,000 to fund a Voluntary Employees' Benefit Association
trust for the Non-Union Retirees.

The Debtors' obligation to contribute to the VEBA Trust will have
the status of an allowed administrative expense.

The Non-Union Retiree VEBA will bear all costs, fees and expenses
incurred for the creation of the Trust except with respect to
reasonable professional fees and expenses of Stahl Cowen Crowley,
LLC, the Retiree Committee's bankruptcy counsel, and The Segal
Company, the Retiree Committee's actuarial and benefits claim.

The parties clarify that the Stipulation is not intended to
mandate or provide for the type, nature or duration of benefits
or payments that may be offered or provided by the Non-Union
Retiree VEBA.  All decisions with respect to the benefits will be
made within the sole discretion the trustees of the Non-Union
Retiree VEBA.

The parties mutually release all claims, lawsuits or causes of
actions they have against each other.

The parties further agree that the Debtors will provide the
Retiree Committee, at no cost, access to their counsel, their
actuary, and their human resources department for the formation
of the VEBA Trust.

The Debtors will provide information on life insurance conversion
options and will reasonably assist the non-union retirees in the
conversion of their life insurance policies; provided that the
Debtors will not be required to take any actions that will result
in the Debtors incurring out-of-pocket expenses in respect of the
assistance.

The Debtors will comply with Section 4980B of the Internal
Revenue Code of 1986 and the Employee Retirement Income Security
Act of 1974 with regard to making available to the non-union
retirees Consolidated Omnibus Budget Reconciliation Act
continuation coverage.

The Debtors will offer eligible non-union retirees an opportunity
to elect COBRA continuation coverage; the agreement, however,
will not apply if:

   (a) it is otherwise not required by, inconsistent with or
       contrary to applicable law;

   (b) the Debtors cease to provide any group health plan to
       their employees;

   (c) a non-union retiree fails to pay a COBRA premium; or

   (d) a non-union retiree becomes covered under any other group
       health plan.

As of May 7, 2007, there are approximately 7,300 non-union
retirees.  If it is later determined that the number of non-union
retirees increase by at least 100 individuals, then the Debtors
and the Retiree Committee, in consultation with the Official
Committee of Unsecured Creditors, will engage in good faith
negotiations to work out a fair and equitable compromise.

The Retiree Committee will elect or appoint a trustee or trustees
of the Non-Union Retiree VEBA.  The Debtors will have no
obligations regarding the establishment or administration of the
Non-Union Retiree VEBA.

The Retiree Committee agrees to support any Chapter 11 plan of
reorganization the Debtors may file, provided that that plan is
consistent with the terms of the Stipulation.

Claim Nos. 11384, 11388 though 11424, 11482 and 12912 filed by
the Retiree Committee will be deemed withdrawn.

                         About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DANA CORP: Wants to Buy Manufacturing Plants from Non-Debtor Unit
-----------------------------------------------------------------
Dana Corp. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to
purchase manufacturing plants located in Stockton, California,
and Danville, Kentucky, from their wholly owned non-debtor
subsidiary, Dana Commercial Credit Corporation.

Pursuant to separate purchase agreements, the Debtors will pay
$1,327,210 for the Stockton Plant and $6,108,365 for the Danville
Plant.

Moreover, the Purchase Agreements provides that DCCC will pay one
half of the expenses associated with title insurance for the
Plants and one half of an escrow agent's fees.  The Debtors will
pay the other half of the title insurance expenses and the escrow
agent fees.  DCCC will pay all transfer taxes associated with the
sale of the Plants and the Debtors will pay all the recording
fees associated with the transfer of the Plant's ownership.

In connection with the purchase of the Plants, the real and
property leases associated with the Plants will be terminated and
no further claims will be due and owing under the Leases.

DCCC is in the process of winding down its business, Richard H.
Engman, Esq., at Jones Day, in New York, tells the Court.  In
connection with the winddown, the Debtors and DCCC agreed that
the Debtors would pay all rental payments due to DCCC under the
Leases associated with the Plants.

The Debtors currently pay DCCC $45,013 per month in rent for the
Danville Plant and $103,550 a month in rent for the Stockton
Plant, Mr. Engman says.

Mr. Engman asserts that pursuant to accounting rules, the Debtors
will show increased income once they purchase the Plants
resulting from the elimination of rental expense.  Purchasing the
Plants now, Mr. Engman notes, will accelerate the Debtors'
realization of the accounting benefits and make the Plants
available as collateral for any exit financing in the bankruptcy
cases.

The Debtors believe that the purchase price for the Plants is in
the range of likely market values for the Plants.

The Debtors also seek the Court's permission to waive any stay of
the effectiveness of the order approving the repurchase request.
Mr. Engman says the Debtors would like to commence closing the
transactions as soon as possible to obtain the accounting
benefits contemplated under the transaction.

The Debtors would also like to avoid having to make lease
payments on June 1, 2007, which would ordinarily come due during
the automatic stay of effectiveness of the sought order, Mr.
Engman adds.

                         About Dana Corp.

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

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

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

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

The Debtors' exclusive period to file a plan expires on Sept. 3,
2007.  They have until Nov. 2, 2007, to solicit acceptances of
that plan.  (Dana Corporation Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


DYNEGY HOLDINGS: Wants to Increase Senior Facility by $650 Million
------------------------------------------------------------------
Dynegy Holdings Inc. seeks to increase the size of its
$1.32 billion senior secured credit facility by up to an
additional $650 million.

The incremental financing will facilitate the refinancing of
existing project debt as part of the Dynegy's ongoing optimization
of its capital structure.  The increase in DHI's credit facility
capacity will replace the existing credit facility capacity
assumed in connection with Dynegy's acquisition in April 2007 of
certain power generation assets from the LS Power Group.  While no
change is anticipated in Dynegy's overall liquidity requirements,
the company will maintain flexibility for growth.

The incremental financing is expected to close, subject to market
conditions, on or about Thursday, May 24, 2007.  The revolving
credit portion of the facility will mature in April 2012 and the
term letter of credit portion of the facility will mature in April
2013.  The credit facility will continue to be available for
general corporate purposes and to support activities of certain
subsidiaries of Dynegy and DHI.  Terms of the incremental
financing will be disclosed upon completion.

The lead arrangers of the transaction are J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc.

Dynegy Holdings Inc. is an indirect wholly owned subsidiary of
Dynegy Inc.

Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and  
sells electric energy, capacity and ancillary services in key U.S.
markets.  The company's power generation portfolio consists of
approximately 20,000 megawatts of baseload, intermediate and
peaking power plants fueled by a mix of coal, fuel oil and natural
gas.


DYNEGY HOLDINGS: Plans $1.1 Billion Senior Notes Offering
---------------------------------------------------------
Dynegy Holdings Inc. plans to offer at least $1.1 billion
aggregate principal amount of its Senior Unsecured Notes in a
private offering pursuant to Rule 144A and Regulation S under the
Securities Act of 1933.  The offering of the notes, which is
subject to market and other conditions, will be made within the
United States only to qualified institutional buyers, and outside
the United States to non-U.S. investors.

DHI intends to use the net proceeds of the offering to repay a
portion of the approximate $1.8 billion of net debt of the
entities acquired by Dynegy Inc. on April 2, 2007 in connection
with the LS Power combination.  The acquired entities were
subsequently contributed to DHI by Dynegy Inc. and are now DHI's
directly owned subsidiaries.

The notes will not be registered under the Securities Act or
applicable state securities laws, and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state laws.

Dynegy Holdings Inc. is an indirect wholly owned subsidiary of
Dynegy Inc.

Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and  
sells electric energy, capacity and ancillary services in key U.S.
markets.  The company's power generation portfolio consists of
approximately 20,000 megawatts of baseload, intermediate and
peaking power plants fueled by a mix of coal, fuel oil and natural
gas.


DYNEGY HOLDINGS: S&P Rates Proposed $1.1 Billion Sr. Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' credit rating
to Dynegy Holdings Inc.'s proposed $1.1 billion senior unsecured
notes.
     
Proceeds from the issue will be used to refinance project level
debt at the recently acquired LS Power assets.  Dynegy has
indicated that the size of the final offering could be higher.  
S&P's rating remains valid for higher amounts as long as the
proceeds are used to refinance debt at the LS Power entities.
     
Standard & Poor's also assigned its 'BB-' debt rating and '1'
recovery rating to DHI's proposed $1.97 billion senior secured
credit facilities.  The '1' recovery rating indicates high
expectation of full recovery of principal in the event of a
payment default.
     
Standard & Poor's also affirmed its 'B' corporate credit rating on
the company and removed the rating from CreditWatch with
developing implications.  The rating was originally placed on
CreditWatch on Sept. 18, 2006 following the company's announcement
that it was purchasing the LS Power assets.  The outlook is
stable.
      
"Overall, the acquisition strengthens Dynegy's business position
by enhancing its geographic, dispatch, and fuel diversity," said
Standard & Poor's credit analyst Swami Venkataraman.
     
The 'B' corporate credit rating on DHI reflects its leveraged
financial profile, significant uncontracted merchant exposure, and
its stated strategy of being a consolidator in the merchant energy
space.
     
The stable outlook reflects expectations for relatively stable
financial performance over the next two years given the
significantly hedged output and that all of the company's units
will operate in a manner consistent with their recent track
record.


EDDIE BAUER: Posts $44.8 Million Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Eddie Bauer Holdings Inc. reported a net loss for the first
quarter ended March 31, 2007, of $44.8 million, as compared to a
net loss of $35.6 million in the same period in 2006.  First
quarter 2007 total revenues increased by about 10% to $214 million
from $194.5 million in the first quarter last year.

On April 4, 2007, the company completed a refinancing of its
outstanding debt, replacing its previous $274 million senior
secured term loan with a new $225 million term loan and
$75 million in 5.25% convertible senior notes due 2014.  The new
financing package provides the company with greater financial
flexibility and lower interest expense as it implements its
turnaround strategy.  The company will recognize a loss on
extinguishment of debt of $3.3 million in its second fiscal
quarter resulting from the write-off of deferred financing fees on
the previous term loan.

The company's balance sheet at March 31, 2007, showed total assets
of $783.7 million and total liabilities of $487 million, resulting
in a total stockholders' equity of $305.7 million.  Accumulated
deficit at the end of the first quarter of 2007 increased to
$279.9 million, from $234.8 million at the end of the first
quarter of 2006.

                       Sources of Liquidity

As of March 31, 2007, the company had cash balances of
$3.3 million.  Its primary source of cash is the cash generated
from operations and borrowings under its revolving credit
facility.  However, its ability to fund capital requirements will
be greatly reduced if the company violates any covenants within
the Amended Term Loan Agreement.  

As of March 31, 2007, $273.8 million was outstanding under the
term loan.  On March 31, 2007, the company's interest rate under
the term loan included a prime rate of 8.25% plus a margin of
3.25%, for a total interest rate of 11.5%.

As of March 31, 2007, the company had $12.2 million of letters of
credit outstanding and $200,000 had been drawn under the revolving
credit facility.

                        Cash Requirements

The company anticipates capital expenditures for 2007 will be
about $62 million, of which about 60% relates to opening and
remodeling of stores in accordance with its plans to realign its
stores.  About $20 million of the capital expenditures will be
funded by the company's landlords, resulting in net capital
expenditures of about $42 million.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f3c

"During the first quarter, we were happy to see a continuation of
the improved business trends we experienced during the fourth
quarter of 2006," said Howard Gross, interim chief executive
officer of Eddie Bauer.  "Customers have responded positively to
our refocused merchandise assortment, which is more in line with
the needs and preferences of our core customers and capitalizes on
our brand's unique outdoor heritage.  Our strategy is to continue
to refine and enhance our product line in order to drive
comparable store sales growth in both our retail and direct
channels, and we are encouraged that the initial changes we have
been making appear to be resonating with consumers."

                        About Eddie Bauer

Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty  
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at about 380 stores throughout the
U.S. and Canada, through catalog sales and online at
http://www.eddiebaueroutlet.com/ The company also participates in  
joint venture partnerships in Japan and Germany and has licensing
agreements across a variety of product categories.  Eddie Bauer
employs 10,000 part-time and full-time associates in the U.S. and
Canada.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Standard & Poor's Rating Services lowered the ratings on Eddie
Bauer Holdings Inc., to 'B-' from 'B'.

At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications, where it was placed on
Nov. 13, 2006.  The outlook is negative.


ENESCO GROUP: Wants Until June 25 to File Chapter 11 Plan
---------------------------------------------------------
Enesco Group Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois to extend
their exclusive period to file a chapter 11 plan through June 25,
2007.  The Debtors also ask the Court to extend their exclusive
period to solicit acceptance of that plan to Aug. 27, 2007.

The Debtors tell the Court that they are in the process of
formulating a plan of liquidation.  The Debtors say that the plan
negotiation is complex since it involves various constituencies
including the Internal Revenue Service, equity interests,
prepetition lenders and the Official Committee of Unsecured
Creditors.

The Debtors need to resolve several significant issues before a
plan can be filed.  The Debtors contend that if all parties agree
to treatment under a plan, then they will be able to maximize the
value of their estates for all parties.

The Debtors disclose that they have also proceeded with
liquidation efforts that have resulted in substantial returns to
the estate.

The Debtors say that the Creditors Committee supports the
extension and that in return, they agree to file a plan supported
by the Committee.

The hearing to consider the Debtors' request is set for 10:00 a.m.
on May 22, 2007.

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

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

Enesco Group and its two affiliates, Enesco International Ltd. and
Gregg Manufacturing, Inc., filed for chapter 11 protection on
Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).  Shaw
Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors.  Adelman & Gettleman,
Ltd., and Greenberg Traurig, LLP, represent the Official Committee
of Unsecured Creditors.  In its schedules filed with the Court,
Enesco Group disclosed total assets of $61,879,068 and total
liabilities of $231,510,180.


EVERGREEN HOMES: Section 341(a) Meeting Slated for June 15
----------------------------------------------------------
The U.S. Trustee will convene a meeting of Evergreen Homes LLC's
creditors at 10:00 a.m., on June 15, 2007, at:

   Atrium Level No. 120
   First Energy Building
   No. 76 S. Main Street,
   Ohio 44308

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

Headquartered in Akron, Ohio, Evergreen Homes LLC, fdba Summit
Redevelopment Co. -- http://www.evergreenhomesllc.com/-- is an  
urban residential developer.  The company and its two debtor-
affiliates filed separate Chapter 11 petitions on April 29, 2007
(Bankr. N.D. Ohio Case Nos. 07-51261 thru 07-51263).  Howard E.
Mentzer, Esq. represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed assets and debts from $1 million to
$100 million.


EVERGREEN HOMES: Selects Mentzer & Mygrant as Bankruptcy Counsel
----------------------------------------------------------------
Evergreen Homes LLC seeks permission from the U.S. Bankruptcy
Court for the Northern District of Ohio, Eastern Division, to
employ Howard E. Mentzer and Mentzer & Mygrant Ltd. as their
bankruptcy counsel.

Mr. Mentzer and his firm are expected to:

   a) represent the Debtor's interests in the chapter 11 case;

   b) render essential professional services in relation to
      bankruptcy, restructuring, general business law and
      litigation areas; and

   c) render general services in connection with bankruptcy,
      general business, litigation assistance and advise needed
      throughout the Chapter 11 case.

Mr. Mentzer tells the Court of the firm's professional hourly
rates:

      Professional                      Hourly Rate
      ------------                      -----------
      Howard E. Mentzer, Esq.              $275
      John W. Mygrant, Esq.                $275
      Ralph A. Capriolo, Esq.              $250
      Linda B. Mentzer, Esq.               $200
      Erik M. Jones, Esq.                  $175
      Legal Assistant                       $65

Mr. Mentzer also informs the Court that the firm received:

   a) $2,000 on Oct. 31, 2006, as payment to review pending
      litigation issues and the structure of the companies with
      respect to possible Chapter 11 filing;

   b) an initial retainer fee of $6,000 on Nov. 20, 2006;

   c) a retainer fee of $5,000 on April 16, 2007;

   d) a retainer fee of $3,000 on April 25, 2007; and

   e) $4,922 on April 27, 2007, as payment for fees incurred prior
       to filing of the Chapter 11 case.

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

Mr. Mentzer and his firm can be reached at:

   Mentzer and Mygrant Ltd.
   Suite 1445
   I Cascade Plaza
   Akron, OH 44308
   Tel: (330) 376-7500
        (330) 253-3900
   Fax: (330) 376-8018

Headquartered in Akron, Ohio, Evergreen Homes LLC, fdba Summit
Redevelopment Co. -- http://www.evergreenhomesllc.com/-- is an  
urban residential developer.  The company and its two debtor-
affiliates filed separate Chapter 11 petitions on April 29, 2007
(Bankr. N.D. Ohio Case Nos. 07-51261 thru 07-51263).  Howard E.
Mentzer, Esq. represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed assets and debts from $1 million to
$100 million.


FLORIDA GRANDE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Florida Grande Motor Coach Resort, Inc.
        200 2nd Street South, Suite 463
        St. Petersburg, FL 33701

Bankruptcy Case No.: 07-04022

Type of Business: The Debtor owns and operates a motor coach
                  resort.  See http://www.floridagrande.us

Chapter 11 Petition Date: May 15, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Roberta A. Colton, Esq.
                  Trenam Kemker
                  P.O. Box 1102
                  Tampa, FL 33601
                  Tel: (813) 227-7486
                  Fax: (813) 229-6553

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
   ------                        ---------------   ------------
Estate of Margaret Brown                             $1,675,000
202 South Rome Avenue
Suite 100
Tampa, FL 33606

Grande Suites, Inc.                                  $1,442,390
P.O. Box 347
Meridianville, AL
35759

Specialized Concrete Paving                          $1,318,000
Associates Corp.
3304 County Road 721
Webster, FL 33597

CFI/Canebreak                                        $1,000,000

Specialized Services, Inc.                             $850,399
P.O. Box 372
Oxford, FL 34484

Lake Harris Yacht Club,                                $613,400
L.L.C.
P.O. Box 393
Oxford, FL 34484

Don Stichter                                           $500,000
924 Frankland Road
Tampa, FL 33829

Harley E. Riedel                                       $500,000
110 Madison Street
Suite 200
Tampa, FL 33602

Sky Dreams Commerce Center,                            $500,000
L.L.C.
P.O. Box 393
Oxford, FL 34484

Caterpillar Financial                                  $389,854
Services Corp.
2120 West End Avenue
Nashville, IN 37203

National Water Works, Inc.                             $386,960
P.O. Box 100467
Atlanta, GA 30384

L.I.G. Partners, Inc.                                  $278,000
P.O. Box 393
Oxford, FL 34484

B.L.G. Electrical Supply                               $246,241
Co., Inc.

Florida Pacific Financial                              $221,245
Services Corp.

E.P. West Holdings Corp.                                $80,407

Sutton, George                                          $75,000

Baker, Peter                                            $70,000

R.S.C. Equipment Rental                                 $36,000

Peterson, Sam                                           $26,000

Porter, Gale                                            $25,000


FONTAINEBLEAU LAS VEGAS: S&P Junks Rating on Proposed $675MM Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its secured debt and
recovery ratings to the proposed $675 million second mortgage
notes issued jointly by Fontainebleau Las Vegas Holdings LLC and
its wholly owned subsidiary, Fontainebleau Las Vegas Capital Corp.  
The notes were rated 'CCC+' with a recovery rating of '5',
indicating the expectation for negligible (0%-25%) recovery of
principal in the event of a payment default.
     
Concurrently, all other ratings on FLVH, including the 'B'
corporate credit rating, were affirmed.  The rating outlook is
negative.
     
Fontainebleau Resorts was formed in early 2005 to develop and
operate Fontainebleau branded leisure and gaming properties
throughout the world.  FLVH was formed in 2006 to design, develop,
construct, own, and operate Fontainebleau Las Vegas, a casino
resort on the Las Vegas Strip.  The property, which will be
located on the northern portion of the Strip at the site of the
former El Rancho, is scheduled to break ground in the next few
months, with completion currently scheduled for September 2009.
     
Proceeds from the proposed notes, together with the equity
contributions, borrowings under the previously rated credit
facilities, and bonded condominium-hotel deposits, will be used to
repay existing indebtedness and to design, develop, construct,
equip, finance and open Fontainebleau Las Vegas.  The proposed
notes will be secured by a first-priority lien on the net proceeds
of this offering and second-priority liens on substantially all of
the existing and future assets of FLVH.  In addition, the notes
will be guaranteed by FLVH's indirect parent, Fontainebleau
Resorts, its direct parent, Fontainebleau Resort Properties I LLC,
and each of the subsidiary guarantors, FLV and Fontainebleau Las
Vegas II LLC.  The notes will be subordinated to the obligations
under the $1.85 billion credit facilities.
     
Pro forma for the proposed bank facility and expected notes
offering, and assuming peak borrowing needs, FLVH will have about
$2.4 billion in total debt outstanding ($1.7 billion outstanding
if management's estimate of condominium sale proceeds are
incorporated).
      
"The corporate credit rating on FLVH reflects the company's high
amount of peak debt, execution risk in building and operating a
property of this size, the presence of well-established
competitors with greater financial resources, a somewhat
disadvantaged market location, and reliance on a single source of
cash flow," said Standard & Poor's credit analyst Craig Parmelee.  
"In addition, since the property will target a higher-end
customer, the status of the economy in 2009 and 2010 could
materially affect operating results post-opening.  These factors
are somewhat tempered by the majority owner's past success in
developing properties in Las Vegas, the management team's
experience operating properties on the Las Vegas Strip and the
Fontainebleau's close proximity to the city's largest convention
center.  In addition, the company's capital structure provides
adequate cushion in the event initial operating results are weaker
than expected, driven by an equity contribution of more than
$400 million, including a $50 million liquidity reserve account."


GENERAL MOTORS: Mulls Sale of Midsize Truck Unit to Navistar Int'l
------------------------------------------------------------------
General Motors Corp. is contemplating on the sale of its medium-
duty truck business -- which primarily makes the Chevrolet Kodiak
and GMC TopKick work trucks built in Flint, Michigan -- to
Navistar International Corp., various reports say.

GM and Navistar are still in discussion and declined to comment.  
However, analysts observe that the sale could potentially benefit
GM as Navistar may acquire engineering resources and other assets
needed to support the business.

The action, various sources relate, is in harmony with the GM's
restructuring, which includes cost cutting and job slashing and
the sale of the Allison Transmission unit in Indianapolis.

GM wants to focus on raising profit on the cars and light trucks
operations, after Toyota Motor Corp. outperformed GM in sales
worldwide last quarter.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the  
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  In 2006, nearly 9.1 million GM cars and trucks were
sold globally under these brands: Buick, Cadillac, Chevrolet, GMC,
GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corp.


GMAC COMMERCIAL: Fitch Affirms Low B Ratings on $15.4-Mil. Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades two classes of GMAC Commercial Mortgage
Securities Inc.'s mortgage pass-through certificates, series 2000-
C1 as:

     -- $22 million class G to 'A+' from 'A-';
     -- $15.4 million class H to 'BBB' from 'BBB-'.

In addition, Fitch affirms these classes:

     -- $526.3 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $37.4 million class B at 'AAA';
     -- $41.8 million class C at 'AAA';
     -- $8.8 million class D at 'AAA';
     -- $30.8 million class E at 'AAA';
     -- $15.4 million class F at 'AAA';
     -- $6.6 million class J at 'BB+';
     -- $8.8 million class K at 'B+'.

The $8.4 million class L remains at 'CCC/DR3' and classes M and N
have been reduced to zero due to realized losses.  Class A-1 has
been paid in full.

The rating upgrades are due to increased credit enhancement from
paydown (2.3%) and defeasance (5.4%) since Fitch's last rating
action.  In total 46 loans (48.6%) have defeased.  As of the May
2007 distribution date, the transaction's aggregate principal
balance has decreased 18% to $721.7 million from $879.9 million at
issuance.

Currently one multifamily loan (0.2%) located in Pascagoula, MS,
is in special servicing due to damage sustained from Hurricane
Katrina.  The asset has been completely restored and is leasing-
up; current occupancy is 70%.

Fitch now considers Equity Inns Portfolio (5.6%), secured by 18
limited-service and extended-stay hotels located across 12 states,
an investment-grade credit assessed loan based on consecutive
years of improved financial performance.  In 2003 the loan was
downgraded to below investment grade due to a decline in income as
the result of the economic conditions that had affected the hotel
industry.  Based on year-end 2006 servicer-provided operating
statements, the Fitch stressed debt service coverage ratio is 1.93
times, an increase from the Fitch stressed DSCR of 1.68x at
issuance, and 1.49x as of YE 2003.  The DSCR is calculated using
servicer-provided net operating income less reserves and capital
expenditures divided by a Fitch stressed debt service.  In
addition, revenue per available room has improved to $69 as of YE
2006, from $60 at issuance and $54 at YE 2003.


GOLDMAN SACHS: Fitch Affirms BB Rating on Class B-2 Series 2004-7
-----------------------------------------------------------------
Fitch Ratings has taken rating action on the following Goldman
Sachs Alt-A home equity securitizations:

   Series 2004-7

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 affirmed at 'BB'.

   Series 2005-5

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

The affirmations, affecting approximately $329 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The upgrades, affecting
approximately $9.5 million of the outstanding certificates,
reflect an improvement in the relationship between CE and expected
loss.  The overcollateralization of both the above transactions
has generally been at target and the CE of all the above classes
has more than doubled since issuance.

The collateral of the above transactions consists of fixed-rate or
adjustable-rate mortgage loans extended to Alt-A borrowers and
secured by first liens on residential properties.  The loans
underlying series 2004-7 were originated by various originators
and are serviced by various servicers.  The transaction is master
serviced by Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch).  The
loans underlying series 2005-5 were originated or acquired by
Wells Fargo Bank, N.A. and are serviced by Wells Fargo Bank, N.A.
(rated 'RPS1' by Fitch).

As of the April 2007 distribution date, series 2004-7 has a pool
factor (current principal balance as a percentage of original) of
46% and is seasoned 32 months.  Series 2005-5 has a pool factor of
30% and is seasoned 24 months.


HEALTH NET: Prices $300 Million Senior Notes Offering
-----------------------------------------------------
Health Net Inc. priced a $300 million offering of 6-3/8% senior
notes due 2017.  The net proceeds from the note offering will be
used to repay amounts outstanding under the company's $300 million
term loan agreement due June 23, 2011.

Standard & Poor's Rating Services has assigned its BB+ senior debt
rating; Moody's Investors Service has assigned its Ba2 senior
unsecured debt rating; and Fitch has assigned its BB+ rating to
the notes.

J.P. Morgan Securities Inc., Banc of America Securities LLC, and
Citigroup Global Markets Inc. acted as Joint Book-Running Managers
for the offering of the notes.

A copy of the prospectus relating to the offering can be obtained
from:

         J.P. Morgan Securities Inc.
         270 Park Avenue, 8th Floor
         New York, NY 10017
         Tel: (212) 834-4533.

Health Net Inc. -- http://www.healthnet.com/-- (NYSE:HNT) is  
among the United States' largest publicly traded managed health
care companies.  Its mission is to help people be healthy, secure
and comfortable.  The company's health plans and government
contracts subsidiaries provide health benefits to approximately
6.6 million individuals across the country through group,
individual, Medicare, Medicaid and TRICARE and Veterans Affairs
programs.  Health Net's behavioral health services subsidiary,
MHN, provides mental health benefits to approximately 7.1 million
individuals in all 50 states.  The company's subsidiaries also
offer managed health care products related to prescription drugs,
and offer managed health care product coordination for multi-
region employers and administrative services for medical groups
and self-funded benefits programs.


HEALTH NET: Earns $88.5 Million in Quarter Ended March 31
---------------------------------------------------------
Health Net, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q for the period ended
March 31, 2007.

For the three months ended March 31, 2007, the company reported
net income of $88.5 million on total revenues of $3.4 billion.  
This compares to net income of $76.5 million on total revenues of
$3.1 billion for the same period in 2006.

At March 31, 2007, the company's balance showed $4.7 billion in
total assets and $2.8 billion in total liabilities.

                      Guardian Joint Venture

On Feb. 27, 2007, the company entered into an agreement with The
Guardian Life Insurance Company of America to purchase Guardian's
50% stake in the Health Care Solutions joint venture.  The company
has approximately $69.1 million on deposit in an escrow account
pursuant to the terms of the agreement with Guardian, which amount
will be released to Guardian upon receipt of required regulatory
approvals and satisfaction of all closing conditions.

                          Sale-Leaseback

On March 29, 2007, the company sold its 68-acre commercial campus
in Shelton, Connecticut to The Dacourt Group, Inc. and leased it
back from Dacourt under an operating lease agreement for an
initial term of ten years with an option to extend for two
additional terms of ten years each.

                     Stock Repurchase Program

The company discloses that the remaining authorization under its
stock repurchase program as of March 31, 2007 was $178 million.

During the three months ended March 31, 2007, the company
repurchased 1,000,000 shares of common stock for aggregate
consideration of approximately $54.1 million.   Net free cash
available was used to fund the share repurchases.

The company's board of directors had authorized a repurchase of up
to $450 million of common stock.

                   Term Loan Credit Agreement

The company has a $300 million Term Loan Credit Agreement with JP
Morgan Chase Bank, N.A., as administrative agent and lender, and
Citicorp USA, Inc., as syndication agent and lender.

As of March 31, 2007 and Dec. 31, 2006, $300 million was
outstanding under the Term Loan Agreement.

As of March 31, 2007, the applicable margin was 1.175% over LIBOR,
and the interest rate on the term loan borrowings was 6.535%.  
This interest rate is effective until June 27, 2007, at which time
the interest rate will be reset for the next period.  Borrowings
under the Term Loan Agreement have a final maturity date of June
23, 2011.

                   Revolving Credit Facility

The company has a $700 million revolving credit facility under a
five-year revolving credit agreement with Bank of America, N.A.,
as a lender, and, as Administrative Agent, Swing Line Lender and
L/C Issuer, and the other lenders party thereto.

As of March 31, 2007, $100 million was outstanding under the
revolving credit facility, which must be repaid by June 30, 2009
unless the maturity date under the revolving credit facility is
extended.  Combined with outstanding letters of credit totaling
$124.7 million, the maximum amount available for borrowing under
the revolving credit facility was $475.3 million.

As of March 31, 2007, the company was in compliance with all
covenants under the revolving credit facility.

                      Bridge Loan Agreement

On June 23, 2006, the company entered into a $200 million Bridge
Loan Agreement with The Bank of Nova Scotia, as administrative
agent and lender.  The company repaid the Bridge Loan in full on
the final maturity date of March 22, 2007, partially funded by a
$100 million draw on our revolving credit facility.

A full-text copy of the company quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?1f3f

                         About Health Net

Health Net, Inc. -- http://www.healthnet.com/-- (NYSE:HNT) is  
among the United States' largest publicly traded managed health
care companies.  Its mission is to help people be healthy, secure
and comfortable.  The company's health plans and government
contracts subsidiaries provide health benefits to approximately
6.6 million individuals across the country through group,
individual, Medicare, Medicaid and TRICARE and Veterans Affairs
programs.  Health Net's behavioral health services subsidiary,
MHN, provides mental health benefits to approximately 7.1 million
individuals in all 50 states.  The company's subsidiaries also
offer managed health care products related to prescription drugs,
and offer managed health care product coordination for multi-
region employers and administrative services for medical groups
and self-funded benefits programs.


HEALTH NET: S&P Rates $300 Million Senior Notes at BB+
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior debt
rating to Health Net Inc.'s (BB+/Stable/--) $300 million senior
notes issue, the proceeds of which will be used to repay the
outstanding balance under the company's term-loan credit
agreement.
     
Standard & Poor's also said that it assigned its preliminary 'BB+'
senior debt and 'BB-' subordinated debt ratings to Health Net's
shelf registration with an undesignated notional amount, which was
filed on May 15, 2006.
      
"The ratings reflect Health Net's well-established competitive
position in its core California marketplace," said Standard &
Poor's credit analyst Neal Freedman.  "They're also based on the
company's improved profitability, meaningful earnings and cash-
flow diversity from its affiliated Government Services Division,
and conservative debt leverage for the rating category.  Partially
offsetting these positive factors are Health Net's limited product
scope and ongoing concerns regarding its competitive standing in
the Northeast."
     
Standard & Poor's expects Health Net's 2007 consolidated pretax
GAAP earnings to be $675 million-$685 million, reflecting an ROR
of 4.5%-5.0%.  Excluding Medicare Part D prescription drug plan,
we expect that the company's 2007 consolidated enrollment will
increase about 1%.  Standard & Poor's expects Health Net to rely
on earnings as its primary source of internally generated cash
flow in 2007.


HEALTH NET: Fitch Places BB+ Rating on $300 Million Notes
---------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Health Net, Inc.'s
issuance of $300 million of senior unsecured notes due May 2017.  
The Rating Outlook is Stable.

The notes are being issued to repay existing indebtedness under
Health Net's $300 million term loan due June 23, 2011.  As
replacement funding, Fitch does not expect the issuance to
significantly affect the company's financial leverage in terms of
debt-to-total capital, which was 17.7% at March 31, 2007, or debt-
to-EBITDA, which was 0.6 times for the first quarter of 2007, on
an annualized basis.

Fitch's ratings on Health Net continue to reflect the company's
moderate financial leverage, good competitive position in the
health insurance/managed care markets in California, and strong
presence in the traditionally stable margin TRICARE business.

The ratings also reflect industry challenges related to the
unsustainable increase in the cost of providing health care,
increasing competitive pressures, and regulatory and legal
challenges that may affect the extent to which industry
participants can manage costs and price their products
appropriately.

This issuance was assigned a 'BB+' rating:

   Health Net, Inc.

     -- $300 million 6.375% senior unsecured notes due May
        2017.

Health Net, Inc., is among the nation's largest publicly traded
managed health care companies.  The company's health plans and
government contracts subsidiaries provide health benefits to
approximately 6.6 million individuals across the country through
group, individual, Medicare (including the Medicare prescription
drug benefit commonly referred to as 'Part D'), Medicaid, TRICARE
and Veterans Affairs programs.


HOMES FOR THE HOMELESS: Case Summary & 2 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Homes For The Homeless and Low Income, Inc.
        5416 9th Street Northwest
        Washington, DC 20011
        Tel: (202) 291-3858

Bankruptcy Case No.: 07-00247

Chapter 11 Petition Date: May 14, 2007

Court: District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Charles C. Iweanoge, Esq.
                  1010 Vermont Avenue Northwest,
                  Suite 600
                  Washington, DC 20005
                  Tel: (202) 347-7026

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Meadow Financial, L.L.C.                               $450,000
3598 Pope Street Southeast,
P.O. Box 67777
Washington, D.C. 20020

Trust Bank Mortgage              loan                   $34,000
6325 Woodside Court,
Suite 240
Columbia, MD 21046


HYDROMAID INT'L: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: HydroMaid International, Inc.
        3200 North Central Avenue, Suite 850
        Phoenix, AZ 85012
        Tel: (602) 307-0837

Bankruptcy Case No.: 07-02223

Type of Business: The Debtor is engaged in the research and
                  development, manufacturing, marketing, sale, and
                  distribution of a patented product called the
                  HydroMaid(TM).  The HydroMaid(TM) is the world's
                  first and only totally water-powered garbage
                  disposal.  See http://www.hydromaid.com/

Chapter 11 Petition Date: May 15, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Mark J. Giunta, Esq.
                  845 North Third Avenue
                  Phoenix, AZ 85003-1408
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838

Total Assets:    $8,919

Total Debts: $1,650,869

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Accelerated Technologies Fund    notes payable         $734,055
c/o James Warner                 for operating
West Valley Truck Center         funding loans
2240 South 5370 West             with interest
Salt Lake City, UT 84120

ComCast                          rent                  $231,150
9602 South 300 West
Sandy, UT 84070

Paul Kujanpaa                    unpaid payroll        $150,000
6261 West 10570
North American
Fork, UT 84003

Ronald M. Turner                 unpaid payroll        $150,000

Ronald E. Jeffress               employee               $70,714
                                 termination
                                 settlement
                                 (former
                                 employee/accrued
                                 separation
                                 benefit)

Global Technologies              note payable           $68,110
                                 for operating
                                 fund loans

Thorpe, North & Western          I.P. legal             $27,288
                                 services

One World Nutrition              note payable           $25,543
                                 for operating
                                 fund loans

M.V.P. (H.K.) Industries, Ltd.   tooling production     $30,000

College of Engineering &         market research        $18,000
Tech Capstone Program            study
Brigham Young University

N.C. Founders                    note payable           $18,000
                                 for operating
                                 fund loans

Moore Construction               storage services       $18,000

Menlove West Jordan, L.L.C.      rent                    $9,896

Independent Marketing, Inc.      tenant deposit          $7,189
                                 for sublet space

Cully W. Davis                   expense                 $4,324
                                 reimbursement

Sienna Exhibitions, Ltd.         trade show              $3,580
                                 services

Danka Financial Services         copier lease            $2,657


I.A.P.M.O. Research & Testing    technical               $1,895
                                 licensing (akin
                                 to a seal of
                                 approval)

AccPac International, Inc.       computer software       $1,710
File #73431                      licenses

United Health Care               employee health         $1,623
                                 insurance


IMCO INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Imco, Inc.
        1510 Melanie Lane
        Arcadia, CA 91007

Bankruptcy Case No.: 07-13858

Chapter 11 Petition Date: May 11, 2007

Court: Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Lawrence B. Yang, Esq.
                  20687-2 Amar Road, Suite 245
                  Walnut, CA 91789
                  Tel: (626) 284-1142
                  Fax: (626) 284-1261

Total Assets: $16,001,000

Total Debts:   $8,001,650

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


INDIANTOWN COGENERATION: Planned Equity Sale Cues S&P's Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on
Indiantown Cogeneration Funding Corp.'s $505 million first
mortgage bonds due 2020 and Indiantown Cogeneration L.P.'s
$125 million tax-exempt bonds due 2015 on CreditWatch with
negative implications.

The CreditWatch listing follows Cogentrix Energy Inc.'s (CEI; BB-
/Stable/--) intention to sell its equity interests in 14 of 18
power plants, including Indiantown.  Indiantown Cogen is a 330 MW
pulverized coal-fired cogeneration facility in Martin County,
Florida.
     
Currently, CEI owns an 85% majority equity interest in Indiantown
Cogen.  Under Standard & Poor's criteria for bankruptcy remote
entities, majority-owned projects are rated no more than three
notches above parent ratings.  "As a result, the sale of CEI's
interest in Indiantown Cogen to a single owner could expose the
project to the credit risk of its new parent," said Standard &
Poor's credit analyst Michael Messer.
     
The ratings could be lowered if the new owner is rated below 'B+'.
The ratings will not be raised if Indiantown Cogen is purchased by
an owner with a stronger credit profile, because the stand-alone
credit profile of the project is currently 'BB+'.


INFOR GLOBAL: Workbrain Purchase Cues S&P to Hold B- Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating and its stable outlook on Alpharetta, Georgia-based
Infor Global Solutions Holdings Ltd.

At the same time, Standard & Poor's affirmed its 'B-' bank loan
and '2' recovery ratings on Infor's approximately $2.85 billion
first-lien senior secured bank facility (including the proposed
$55 million term loan add-on).

Standard & Poor's also affirmed its 'CCC' bank loan and '5'
recovery ratings on Infor's nearly $1.6 billion second-lien senior
secured term loan (including the proposed $170 million add-on).
     
The ratings affirmations follow recent announcements that Infor
will acquire Workbrain Corporation, a leading global provider of
workforce management software, and Hansen Information
Technologies, a leading supplier of software applications to
manage government operations.  The proposed add-on term loans will
partially fund the acquisitions.
      
"While these acquisitions introduce additional integration risk
following recent very aggressive acquisition activity (and a $500
million, debt-financed dividend to shareholders), Infor's
financial profile, including operating lease-adjusted total debt
to EBITDA estimated to be in the mid-8x area, on a GAAP basis, is
only modestly affected by this transaction," said Standard &
Poor's credit analyst Ben Bubeck.  "Furthermore, our expectation
for positive free operating cash flow generation in future
periods, along with potential strategic benefits from a
strengthened human capital management product extension and an
expanded vertical end market, support our 'B-' corporate credit
rating," he continued.
     
The ratings reflect Infor's limited track record following a very
aggressive acquisition strategy, its high debt leverage, and an
aggressive financial policy.  These factors are only partially
offset by the company's leading presence in its selected mid-
market niche, a largely recurring revenue base, and a broad and
diverse customer base.

                        About Infor Global

Headquartered in Alpharetta, Georgia and a Cayman Islands
exempted company, Infor Global Solutions Holdings Ltd., --
http://www.infor.com/-- is a global provider of financial and   
enterprise applications software.  The company has locations in
Japan, Australia, Austria, China, France, India, Mexico,
Singapore, and Spain, among others.


INSITE VISION: Posts $2,575,000 Net Loss in Quarter Ended March 31
------------------------------------------------------------------
InSite Vision Inc. reported a net loss of $2,575,000 on revenues
of $929,000 for the first quarter ended March 31, 2007, compared
with a net loss of $5,321,000 on revenues of $1,000 for the same
period last year.

Research and development expenses decreased to $1.9 million for
the first quarter of 2007 compared with $3.1 million for the first
quarter of 2006.  The decrease was attributed to the completion of
two AzaSite(TM) Phase 3 clinical trials.

Selling, general and administrative expenses decreased to
$1.5 million in the first quarter of 2007 from $1.7 million in the
first quarter of 2006.

InSite Vision had cash and cash equivalents of $4.2 million at
March 31, 2007, compared with cash and cash equivalents of
$986,000 at March 31, 2006.  The increase is due to the
$13 million license fee payment from Inspire Pharmaceuticals
received in February 2007, and the subsequent repayment of
$7.3 million of short-term debt and accrued interest.

At March 31, 2007, the company's balance sheet showed $5,461,000
in total assets and $14,005,000 in total liabilities, resulting in
an $8,544,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $4,657,000 in total current assets
available to pay $9,316,000 in total current liabilities.

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?1f3b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007,
Burr, Pilger & Mayer LLP expressed substantial doubt about InSite
Vision Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses.

                       About InSite Vision

Headquartered in Alameda, California, InSite Vision, Inc. (AMEX:
ISV) -- http://www.insitevision.com/-- is an ophthalmic company   
primarily focused on developing therapies that treat ocular
infections, glaucoma and retinal diseases.  InSite Vision's lead
product is AzaSite(TM), a topical anti-infective which targets
infections of the eye, which was approved by the FDA in April
2007.


INTEGRAL NUCLEAR: U.S. Trustee Appoints 5-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors to serve on
an Official Committee of Unsecured Creditors in Integral Nuclear
Associates, LLC and its debtor-affiliates' chapter 11 cases.

The five committee members are:

    1. John Docken, Chairperson
       U.S. Bank Portfolio Services
       1310 Madrid Street, Suite 103
       Marshall, MN 56258
       Tel: (507) 532-7160
       Fax: (507) 532-7729

    2. Fritz M. Gerardo
       Cardinal Health 414, Inc.
       7000 Cardinal Place
       Dublin, OH 43017
       Tel: (614) 553-3170
       Fax: (614) 652-4136

    3. Cynthia Jeanne Perry
       Curtis & Perry Branding Plus, LLC
       4 East 95TH Street
       New York, NY 10128
       Tel: (212) 722-0233
       Fax: (212) 722-0233

    4. Philippe Van Den Avenne
       IBA Molecular No. America, Inc.
       100 Executive Drive
       Sterling, VA 90166
       Tel: (703) 787-7900
       Fax: (703) 787-4079

    5. Paul A. Brown
       Lynn Medical Instrument Co.
       764 Denison Court
       Bloomfield Hills, MI 48302
       Tel: (248) 884-1900
       Fax: (248) 338-6242
       
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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).  Ilana Volkov, Esq., and Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent
the Debtors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of
$1 million to $100 million.


INTEGRAL NUCLEAR: Committee Taps Norris McLaughlin as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Integral Nuclear
Associates LLC and its debtor-affiliates' chapter 11 cases asks
the U.S. Bankruptcy Court for the District of New Jersey for
permission to retain Norris McLaughlin & Marcus, PA, as its
bankruptcy counsel.

Norris McLaughlin is expected to:

    a. represent the Committee in Court;

    b. research, prepare and draft pleadings and other legal
       documents; and

    c. advice the Committee with respect to the Debtors'
       bankruptcy proceedings.

The firms' hourly rates are:

         Members                   $240 - $515
         Associates                $175 - $285
         Paralegals                $125 - $150

The Committee discloses that Morris S. Bauer, Esq., will bill $415
per hour for this engagement.

To the best of the Committee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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).  Ilana Volkov, Esq., and Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent
the Debtors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of
$1 million to $100 million.


INTERACT HOLDINGS: Gruber & Company Raises Going Concern Doubt
--------------------------------------------------------------
Gruber & Company LLC, of Lake Saint Louis, Missouri, expressed
substantial doubt about Interact Holdings Group Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's inability to generate sufficient cash
flows to meet its obligations and sustain its operations.

For the year ended Dec. 31, 2006, the company posted a net loss of
$2,820,095, compared to $1,750,382 in the prior year.  The
company's net sales for the period increased to $3,198,853 from
$2,193,685 in the previous year.

Its selling, general and administrative expenses, which grew to
$2,851,800 for the year, ended Dec. 31, 2006, from $1,363,490 in
the prior year, was brought about by the company's higher net
loss.

At Dec. 31, 2006, the company suffered negative working capital in
its balance sheet with $894,506 in total current assets and
$2,289,084 in total current liabilities.  The company had
stockholders' deficit of $1,463,467 from total assets of
$3,633,246 and total liabilities of $5,096,713.

                            Liquidity

The company used $2,026,287 of net cash used in operating
activities for the year ended Dec. 31, 2006, compared to $120,932
used in the prior year.

Net cash flows used in investing activities were $66,606 for the
year ended Dec. 31, 2006, compared to $9,753 in the prior year.  
The cash used in investing activities for the year ended Dec. 31,
2006 was for purchase of equipment and software.

Net cash flows provided by financing activities were $2,272,219
for the year ended Dec. 31, 2006, compared to net cash used for
financing activities of $71,189 in the prior year.  The difference
results primarily from proceeds of notes payable.

The company had a working capital deficit of $1,658,760 as of
Dec. 31, 2006.  The company is anticipating raising funds through
new issuances of stock or through private transactions.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1ef7

                     About Interact Holdings

Headquartered in Houston, Texas, Interact Holdings Group, Inc. --
(OTC BB: IHGRE) -- http://www.diversenet.com/-- engages in the  
building and operation of wireless networks, and the provision of
consulting and engineering services to allow its customers to
build and operate their networks.  It also provides data
collection and management services between remote devices called
Machine to Machine services.  The company was founded in 2001 as
Diverse Networks, Inc. and changed its name to Jackson Rivers
Company in December 2005.  The company further changed its name to
Interact Holdings Group, Inc. in December 2006.


INVESTOOLS INC: Dec. 31 Balance Sheet Upside-Down by $62.6 Million
------------------------------------------------------------------
Investools Inc. reported its fourth quarter and full year 2006
financial results and operating metrics for thinkorswim Group.

The Investor Education Group incurred a net loss of $13 million
for the fourth quarter ending Dec. 31, 2006, up from a net loss of
$4.2 million in for the same quarter in 2005.

For the year ended Dec. 31, 2006, the company has a net loss of
$39.7 million for 2006, up from a net loss of $15.7 million in
2005.
    
Cash and cash equivalents increased by $46.7 million to
$75.1 million at the end of 2006, net of $2.4 million paid for
thinkorswim-related transaction costs.

Thinkorswim's revenue increased 136% from $25.7 million for 2005
to $60.8 million year ended Dec. 31, 2006.  Thinkorswim's funded
retail accounts increased to approximately 22,375 at year-end.
About Investools Inc.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $131.7 million, and total liabilities of $194.3 million
resulting to a total stockholders' deficit of $62.6 million.

INVESTools Inc. (NASDAQ:SWIM) -- http://www.investools.com/--  
offers market-leading investor education and execution products
and services for self-directed investors.  Investools Education
Group offers a full range of investor education products and
services that provide lifelong learning in a variety of
interactive delivery formats, including instructor-led synchronous
and asynchronous online courses, in-person workshops, one-on-one
and one-to-many online coaching programs and telephone, live-chat
and email support.  thinkorswim Group is a leading online
brokerage and technology provider focused on providing services to
self-directed options traders and institutional users.  
thinkorswim offers customers a broad range of products including
equities, exchange traded options, futures, mutual funds, and
bonds.  thinkorswim provides unique front end trading platforms
that allow its customers to trade electronically and provides
sophisticated trading tools and analytics, including tools for
implementing complex, multi-leg options strategies.  


IRWIN HOME: Fitch Puts BB+ Rating on Class 2B-1 Under WatchNeg
--------------------------------------------------------------
Fitch Ratings has taken various rating actions on these Irwin Home
Equity securitizations:

   Series 2005-B Group 2

     -- Class 2A affirmed at 'AAA';
     -- Class 2M-1 affirmed at 'AA';
     -- Class 2M-2 affirmed at 'A';
     -- Class 2M-3 affirmed at 'BBB';
     -- Class 2M-4 affirmed at 'BBB-';
     -- Class 2B-1 is rated 'BB+'; placed on 'Rating Watch
        Negative'.

The affirmations, affecting approximately $30.1 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss. The Rating Watch Negative
status affects approximately $1.7 million of the outstanding
certificates.  Series 2005-B Group 1 was not rated by Fitch.

Series 2005-B Group 2 was structured to have growing
overcollateralization.  However, the OC has not reached the
initial target amount of $2.5 million.  The current OC balance is
$1.3 million and providing 3.89% in CE to class 2B-1.  Under the
current expected-case scenario, Fitch does not expect the class
placed on Rating Watch Negative to incur a principal write-down.
However, depending on future performance, the class may not be
able to satisfactorily sustain the projected stressed-case
scenario required to maintain its current rating.

The collateral of the above transaction consists of adjustable-
rate, first lien and second lien revolving home equity lines of
credit with original stated terms to maturity of 20 years.  The
loans were originated or acquired by and are serviced by Irwin
Union Bank and Trust Company (rated 'RPS2-' by Fitch).

As of the April 2007 distribution date, series 2005-B Group 2 has
a pool factor (current principal balance as a percentage of
original) of 31% and is seasoned 22 months.


JED OIL: Terminates $17.6 Million in Commitment Liabilities
-----------------------------------------------------------
JED Oil Inc. has signed an agreement to terminate contracts to
utilize five drilling rigs with a major drilling company.

The company estimated in its 2006 annual financial statements
released on March 30 that its future payments under the five
contracts for 2007 through 2010 would total $17.7 million.  In a
related transaction, the drilling company paid the company
$2,044,981 in settlement of the company's outstanding advance of
$4,089,962.

In July 2005 the company advanced $4,517,000 to the drilling
company to be used to construct 5 drilling rigs, which rigs were
dedicated to the company's use.  The advance was to be repaid by
offsetting the amount of the advance against the day rates for the
drilling rigs.  The company also entered into standard contracts
for each of the 5 rigs to utilize each of them for 750 days over 3
years from the dates they were delivered to the company.  Payment
of the day rate for the rigs would be owed whether or not the rigs
were actually utilized.  Through Dec. 31, 2006, three of the
drilling rigs had been delivered to the company and utilized for
fees of $427,037, which were offset as payments against the
advance.  Of the outstanding balance of the advance of $4,089,962,
the company received 50%, being $2,044,981, and the remaining 50%
was deemed paid as an offset to a termination fee to the drilling
company.

"The advance and 3-year drilling contracts for the 5 drilling rigs
were negotiated by the company in anticipation of the high demand
for rigs and resulting shortage in 2005 and 2006," stated Tom
Jacobsen, the company's CEO.  "They served their purpose by
ensuring that the company had available drilling rigs during this
period, and now the termination of the contracts benefits the
company as the drilling activity in North America has slowed down
and there is now a surplus of rigs."

James Rundell, President of the company, further noted, "At a cost
to the company of $2.05 million not recovered from our advance, we
received a cash payment of $2.05 million plus $0.4 million worth
of drilling rig utilization in 2005 and 2006, and terminated
commitments to pay an estimated $17.655 million over the next 4
years for drilling rigs that we might not need or can obtain at a
better cost.  We are very pleased with the terms of the contract
terminations."

                       About the company Oil

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.

                          *     *     *

In JED Oil Inc.'s annual financial statements for the year ended
Dec. 31, 2006, Ernst & Young LLP, at Calgary, Canada, raised
substantial doubt about the company's ability to continue as a
going concern.  The auditor pointed to the company's substantial
net loss, negative cash flow from operations, and a working
capital and stockholders' deficiency at Dec. 31, 2006.

The company had $36,015,655 in total assets, $78,266,519 in total
liabilities, and a stockholders' deficit of $42,250,864 at
Dec. 31, 2006.


KANSAS CITY SOUTHERN: S&P Rates New $75 Million Notes at BB-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Kansas City Southern Railway Co.'s proposed new $75 million term
loan C due 2013; the recovery rating is '1', indicating
expectations of full recovery of principal in the event of payment
default.

In addition, a 'B' rating was assigned to the proposed new $165
million notes offering by Kansas City Southern de Mexico S. de
R.L. de C.V. (KCSM; previously TFM S.A. de C.V.) and other senior
unsecured ratings on KCSM were raised to 'B' from 'B-'.  Kansas
City Southern Railway Co. and KCSM are wholly owned subsidiaries
of Kansas City Southern.
     
All other ratings, including the 'B' corporate credit rating on
Kansas City Southern, were affirmed.  However, S&P revised the
outlook to positive from stable, reflecting the potential for a
rating upgrade if liquidity, which will be bolstered by
refinancing activities under way, continues to improve.  The new
term loan represents an add-on to the company's existing
$371 million bank financing, consisting of a $246 million term
loan B facility and $125 million revolving credit facility.  The
credit facility is rated 'BB-' with a recovery rating of '1',
indicating a high expectation for full recovery of principal in
the event of a payment default.  The revised notching on the KCSM
senior unsecured debt reflects Standard & Poor's belief that the
company will continue to maintain a relatively small amount of
secured debt in the KCSM capital structure.  Kansas City Southern,
a Kansas City, Missouri-based freight railroad company, has about
$2.4 billion of lease-adjusted debt outstanding.
      
"The ratings reflect Kansas City Southern's highly leveraged
capital structure, challenges associated with its integration of
KCSM, the Mexican railroad it acquired in April 2005, and limited
[albeit improving] liquidity," said Standard & Poor's credit
analyst Lisa Jenkins.  "Offsetting these risks to some extent are
the favorable characteristics of the U.S. freight railroad
industry and the company's strategically located rail network."
     
Kansas City Southern's liquidity and financial position have
improved over the past year and further strengthening is likely,
given generally favorable industry conditions and operating
efficiency gains.  If the expected improvement occurs and is
sustained, ratings are likely to be raised.  Conversely, if
financial performance or liquidity weaken from current levels,
the outlook is likely to be revised back to stable.


KANSAS CITY SOUTHERN: Fitch Rates Proposed $165 Mil. Notes at B+
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+' foreign currency rating and a
Recovery Rating of 'RR4' to the US$165 million senior notes due
2014 to be issued by Kansas City Southern de Mexico, S.A. de C.V.  
The new notes rank pari passu with KCSM's existing senior
unsecured obligations.

Fitch also maintains 'B+' foreign currency ratings and 'RR4'
recovery ratings on KCSM's other outstanding notes:

     -- US$178 million 12.50% senior notes due 2012;
     -- US$460 million 9.375% senior notes due 2012;
     -- US$175 million 7.625% senior notes due 2013.

The proceeds of the proposed new issuance will be used primarily
to pay off the company's outstanding US$178 million 12.50% notes
due 2012.

Fitch also maintains a 'B+' foreign and local currency Issuer
Default Rating for KCSM.  The Rating Outlook for these ratings is
Stable.

The ratings for KCSM are supported by the company's solid business
position as a leading provider of railway transportation services
in Mexico with a diversified revenue base consisting of five main
industrial sectors.  Although KCSM's operating earnings have
improved in 2006, the ratings continue to reflect the company's
weak financial profile due to its high leverage and tight
liquidity.  Over the past several years, KCSM has operated in a
challenging environment characterized by fierce competition,
higher fuel costs, a depreciating Mexican peso versus the U.S.
dollar and a general shift in manufacturing to China from several
countries, including Mexico.

KCSM's capital structure remains leveraged.  As of Dec. 31, 2006,
the company had approximately US$1.4 billion in total debt
consisting primarily of US$813 million in unsecured senior notes
due in 2012 (US$638 million) and 2013 (US$175 million) and an
estimated US$495 million of off-balance-sheet debt associated with
lease obligations.  KCSM's EBITDAR, defined as operating EBITDA
plus the company's locomotive and railcar lease payments, was
approximately US$330 million in 2006, and the ratio of total debt
to EBITDAR was 4.2 times, an improvement compared with 6.1x in
2005 and 5.3x in 2004.  EBITDAR covered fixed expenses, defined as
interest expense plus lease payments, by about 2.1x in 2006,
compared with 1.4x in 2005 and 1.5x in 2004.  KCSM's cash balance
as of March 31, 2007, was US$37.3 million compared with US$14.4
million at Dec. 31, 2006.  Refinancing risk has been reduced as
KCSM paid off in November 2006 most of its US$150 million 10.25%
senior notes due June 15, 2007, with the proceeds from the 7.625%
US$175 million senior notes due 2013.

KCSM (formerly TFM) operates one of three main railroad networks
in Mexico, transporting more than 40% of the country's railway
freight volumes.  The company's main tracks cover 2,645 miles
throughout commercial and industrial areas in the northeastern and
central regions of the country and serve three of Mexico's main
seaports.  KCSM operates a strategically significant route
connecting Mexico City with Laredo, Texas, the largest freight
exchange point between the United States and Mexico.  In 2006,
revenues of US$774 million were generated from diverse sectors
such as agro-industrial, cement, metals and minerals, chemical and
petrochemical, automotive, manufacturing and industrial, and
intermodal. Kansas City Southern owns 100% of KCSM via its wholly
owned subsidiary, Grupo KCSM (formerly Grupo TFM).


KRONOS INC: S&P Junks Rating on Proposed $390 Million Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Chelmsford, Massachusetts-based Kronos Inc., a
provider of workforce and talent management software.  The outlook
is stable.
      
"At the same time, we assigned our 'B' bank loan rating and '3'
recovery rating to the company's proposed $725 million first
priority senior secured bank facility, which will consist of a
$665 million term loan due 2014 and a $60 million revolving credit
facility due 2013, indicating that lenders can expect meaningful
(50%-80%) recovery of principal in the event of payment default,"
said Standard & Poor's credit analyst David Tsui.

S&P assigned its 'CCC+' bank loan rating, with a recovery rating
of '5' to the proposed $390 million second priority term loan due
2015, indicating that lenders can expect a negligible (0%-25%)
recovery of principal in the event of a payment default.  All
ratings are based on preliminary offering statements and are
subject to review upon final documentation.
     
Proceeds from the first- and second-lien term loans, totaling
$1,055 million, along with $720 million of equity from sponsors
and $102 million of cash on hand will be used to fund the purchase
of Kronos.
     
The ratings on Kronos reflect the company's focus on a niche
segment in the human capital management market and very high
leverage.  These factors partly are offset by Kronos' good
historical track record in the workforce management solutions
market and predictable revenue generation.  
     
Kronos provides workforce management solutions that automate
employee-centric processes and optimizes the workforce.  The
company derives revenues from the sale of software licenses and
data capture terminals, by providing professional services and
subscription services, and ongoing customer support and
maintenance.  The company has experienced steady revenue growth
over the years and is a market leader in the workforce management
sector with approximately 60% market share.


LIBERTY BRANDS: Wants 50 States Barred from Stopping Product Sales
------------------------------------------------------------------
Liberty Brands LLC filed a lawsuit Monday in the U.S. Bankruptcy
Court for the District of Delaware to restrain 50 states from
interfering with the sale of Liberty's tobacco products, Bill
Rochelle of Bloomberg News reports.

According to the report, Liberty alleged that states are
threatening to prohibit the sale of its products because of
the company's failure to make a $13.4 million payment due
April 17, 2007, under a 1998 master settlement agreement between
tobacco manufacturers and the states.

The source relates that in response to Liberty's complaint, the
State of Virginia said in objection that the lawsuit is premature
because the states respect the automatic stay provided by the
Bankruptcy Code.

Headquartered in Richmond, Va., Liberty Brands LLC, a cigarette
manufacturer, filed for chapter 11 protection on May 10, 2007
(Bankr. D. Del. Case No. 07-10645).  William David Sullivan, Esq.
in Wilmington, Del., represents the Debtor in its restructuring
efforts.  When it filed for bankruptcy, Liberty Brands listed
assets of $1 million to $10 million and debts of $10 million to
$50 million.


LION GABLES: Loan Repayment Cues S&P to Withdraw Low-B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit ratings on Lion Gables Residential Trust and Lion Gables
Realty L.P. and the 'BB+' rating on Lion Gables Realty
L.P.'s secured bank loan.
     
The rating withdrawals follow the repayment of a $1.9 billion
senior secured term loan, which a private partnership sponsored by
ING Clarion Partners used to partly finance the October 2005
acquisition and privatization of Lion Gables.  The $300 million
senior secured revolving credit facility remains in place but will
not maintain a rating.
   

      Lion Gables Residential Trust/Lion Gables Realty L.P.
                                     
                                          Rating
                                          ------
                                      To        From
                                      --        ----
      Corporate credit rating         NR        BB/Stable/--
      Senior secured credit facility  NR        BB+


LL&E ROYALTY TRUST: Reports Net Revenues of $511,582 in First Qtr
-----------------------------------------------------------------
LL&E Royalty Trust reported net revenues of $511,582 for the first
quarter ended March 31, 2007, compared with net revenues of
$154,452 for the same period last year.

Administrative expenses incurred by the Trust decreased to
$162,294 for the quarter ended March 31, 2007, compared to
$277,715 for the quarter ended March 31, 2006.

Distributions to Unit holders for the first quarter of 2007
amounted to $4,151, compared to zero cash distributions for the
first quarter of 2006.  During the first quarter of 2007, and
2006, the Trust received cash of $673,875, and $432,197,
respectively, from the Working Interest Owner with respect to the
Royalties from the Properties.

For the first quarter of 2007, the Trust received no royalty
revenue from the Offshore Louisiana or South Pass 89 properties.
The South Pass 89 and Offshore Louisiana properties excess
production costs as of March 31, 2007, totaled $816,000 and
$4,578,000, respectively.  The excess production costs must be
recovered by the Working Interest Owner before any distribution of
royalty income will be made to the Trust.

At March 31, 2007. LL&E's statement of Assets, Liabilities and
Trust Corpus showed $2,603,035 in total assets, zero liabilities,
and $2,603,035 in Trust Corpus.

Full-text copies of the company's financial statements for the
quarter ended March 31, 2007, are available for free at:

               http://researcharchives.com/t/s?1f39

                       Going Concern Doubt

KPMG LLP, in Houston, expressed substantial doubt about LL&E
Royalty Trust's ability to continue as a going concern after
auditing the Trust's financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm reported that net
revenues in 2006 fell below the $5,000,000 Termination Threshold
stipulated by the Trust Agreement, thus triggering year one of the
termination provision.  In the event that the Trust's net revenues
for the year ended Dec. 31, 2007, do not exceed $5,000,000, the
Trust will terminate effective Dec. 31, 2007.  

Whether the Trust's net revenues for the year ending Dec. 31, 2007
exceed the Termination Threshold will depend on the timing of
repairs to damaged properties in which the Trust has an interest,
oil and natural gas prices for 2007, timing and level of
hydrocarbon production, which could vary significantly from the
projected production in the reserve report due to the change in
the operator of the Jay Field, the level of capital expenditures,
and other operational matters as well as administrative expenses
of the Trust.

Net revenues to the Trust for the year ended Dec. 31, 2006, were
$2,094,226, thus triggering year one of the Trust's termination
provision.  

                         About LL&E Trust

LL&E Royalty Trust (NYSE: LRT) operates as an investment trust in
the United States.  The trust owns 99% interest in a partnership,
which holds net over-riding royalty interests in oil and gas
properties located in Alabama, Florida; and in federal waters
offshore Louisiana.  The partnership also holds 3% royalty
interests in approximately 400,000 acres of south Louisiana fee
lands.  LL&E Royalty Trust was founded in 1983 and is based in
Austin, Texas.


MAGNOLIA VILLAGE: Hires Gregory Wilson as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Magnolia Village LLC and its debtor-affiliates to employ Gregory
F. Wilson, Esq., as their special counsel.

Mr. Wilson is expected to provide advice and counsel on all
matters related to proofs of claim filed in the Debtors'
bankruptcy cases, including those filed by Lizanne Stoever and her
various entities, which aggregate over $6 million, including but
not limited to initiating, filing and proceeding with claims'
objections and adversary proceedings to recover money and property
in these cases.

Mr. Wilson discloses that he bills $400 per hour.  He further
discloses that other professionals of his firm bills:

     Professional               Designation      Hourly Rate
     ------------               -----------      -----------
     Matthew F. Quint, Esq.     Partner              $400
     Edward P. Joy, Esq.        Associate            $275
                                Paralegals           $100

Mr. Wilson assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.


MORGAN STANLEY: Fitch Affirms Low B Ratings on $26.5-Mil. Certs.
----------------------------------------------------------------
Fitch Ratings upgrades four classes of Morgan Stanley's commercial
mortgage pass-through certificates, series 1998-HF2, as:

     -- $23.8 million class F to 'AAA' from 'AA-';
     -- $18.5 million class G to 'AA-' from 'A-';
     -- $10.6 million class H to 'A' from 'BBB+';
     -- $21.2 million class J to 'BBB-' from 'BB+'.

In addition, these classes are affirmed:

     -- $389.4 million class A-2 at 'AAA';
     -- Interest only class X at 'AAA';
     -- $52.9 million class B at 'AAA';
     -- $52.9 million class C at 'AAA';
     -- $58.2 million class D at 'AAA';
     -- $21.2 million class E at 'AAA';
     -- $10.6 million class K at 'BB';
     -- $15.9 million class L at 'B-'.

The $10.6 million class M remains at 'CCC/DR3'.  Fitch does not
rate the $0.6 million class N certificates. Class A-1 has been
paid in full.

The rating upgrades are due to stable pool performance and
defeasance since Fitch's last rating action.  As of the May 2007
distribution report, the pool's aggregate certificate balance has
been reduced 35% to $686.3 million from $1.1 billion at issuance.
In total, 39 loans (22.4%) have defeased.

Currently there are 14 Fitch loans of concern (9.8%), including
the third largest loan in the transaction (2.8%).  The Regal
Business Center is comprised of nine buildings totaling 1,133,761
square feet of industrial/warehouse space in Arlington, Texas. The
servicer reported combined occupancy for the Center is 66% as of
December 2006.

There are no delinquent or specially serviced loans.

Distressed Recovery ratings are designed to estimate recoveries on
a forward-looking basis while taking into account the time value
of money.


MORGAN STANLEY: Fitch Lifts Low B Ratings $9.4-Mil. Certificates
----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Dean Witter Capital Inc.
commercial mortgage pass-through certificates, series 2003-TOP9
as:

     -- $35 million class C to 'AA' from 'AA-';
     -- $12.1 million class D to 'A+' from 'A';
     -- $14.8 million class E to 'A-' from 'BBB+';
     -- $6.7 million class F to 'BBB+' from 'BBB';
     -- $5.4 million class G to 'BBB' from 'BBB-';
     -- $10.8 million class H to 'BBB-' from 'BB+';
     -- $4 million class J to 'BB+' from 'BB';
     -- $5.4 million class K to 'BB' from 'BB-'.

In addition, Fitch affirms these classes:

     -- $168.2 million class A-1 at 'AAA';
     -- $610.8 million class A-2 at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $32.3 million class B at 'AAA';
     -- $5.4 million class L at 'B+';
     -- $2.7 million class M at 'B';
     -- $2.7 million class N at 'B-'.

Fitch does not rate the $10.8 million class O.

The upgrades are due to defeasance, stable pool performance and
scheduled amortization.  The credit assessed Inland Portfolio has
paid off since Fitch's last rating action in November 2006.  As of
the May 2007 distribution date, the pool's aggregate principal
balance has decreased 13.9% to $927.3 million from $1.08 billion
at issuance.

Currently, one asset (0.4% of the pool) is in special servicing.
The real estate owned asset is a 104,184-square foot
industrial/warehouse property located in Yakima, Wash.  The
special servicer is actively marketing the property through a
broker.  Fitch expects losses on the asset, which will minimally
reduce the principal balance of the non-rated class O.

The five credit assessed loans (25.7%) remain investment grade.
Fitch reviewed operating statement analysis reports and other
performance information provided by Wells Fargo, the master
servicer.

1290 Avenue of the Americas (7.5%) %) is secured by a 43-story
class A office building totaling 2 million sf, located in midtown
Manhattan, New York.  The whole loan was divided into four pari
passu notes and a subordinate B-note.  Only the $70 million A-1
note serves as collateral in the subject transaction.  Occupancy
as of October 2006 is 99.7% compared to 98.7% at issuance.

Oakbrook Center (7.1%) is secured by the fee interest in 942,039
sf of owned retail space, 240,223 sf of office space in three
buildings, and the ground leases for a 172-room Renaissance Hotel,
Nordstrom, Neiman Marcus, and a Bloomingdale's Home Store in Oak
Brook, Ill.  The whole loan is divided into four pari passu notes.
Only the $66 million A-1 note serves as collateral in the subject
transaction.

The remaining three credit assessed loans, 601 New Jersey Avenue
(4.7%), 10 G Street, NE (4.3%), and Parc East Tower (2%), have
remained stable since issuance.


MORGAN STANLEY: Fitch Affirms Low B Ratings on $30.9-Mil. Certs.
----------------------------------------------------------------
Fitch Ratings upgrades the following classes of Morgan Stanley
Dean Witter Capital I Trust's commercial mortgage pass-through
certificates, series 2001-TOP3 as:

     -- $28.3 million class C to 'AA+' from 'AA-';
     -- $12.9 million class D to 'AA-' from 'A';
     -- $18 million class E to 'A-' from 'BBB+';
     -- $11.6 million class F to 'BBB+' from 'BBB'.

In addition, Fitch affirms these classes:

     -- $20.3 million class A-2 at 'AAA';
     -- $68.1 million class A-3 at 'AAA';
     -- $617.4 million class A-4 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $30.8 million class B at 'AAA';
     -- $11.6 million class G at 'BBB-';
     -- $10.3 million class H to 'BB';
     -- $9 million class J at 'BB-';
     -- $3.9 million class K at 'B+';
     -- $5.1 million class L at 'B';
     -- $2.6 million class M at 'B-'.

Fitch does not rate the $8.8 million class N certificates.  Class
A-1 has been paid in full.

The upgrades reflect the paydown and defeasances since the last
Fitch ratings action.  As of the May 2007 distribution date, the
pool has paid down 20.6% to $816.7 million from $1.03 billion at
issuance. In addition, 15 loans (17.9%) have defeased, including
four of the top ten loans (12.7%).

One loan is currently specially serviced (1.2%) and is 30+ days
delinquent.  The loan is secured by six two-story office buildings
in Grand Rapids, Mich.  The loan was transferred to the special
servicer in March for monetary default.  Fitch will continue to
monitor the status of this asset closely.

Fitch reviewed the credit assessment of the Federal Plaza loan
(4.1%).  Based on the stable to improved performance, the loan
maintains an investment grade credit assessment. The Fitch
stressed debt service coverage ratio as of year end 2006 was 1.80
times, an increase from 1.45x at issuance.  The DSCR is calculated
using servicer provided net operating income less reserves and
capital expenditures divided by a Fitch stressed debt service.

Fitch no longer considers the 111 Pine Street loan (3.8%) as
having an investment grade credit assessment.  The property's
servicer reported year end 2006 net cash flow has declined to
$3,808,865 down from $4,787,514 since issuance as a result of a
significant drop in market rents in the San Francisco area since
the loan was originated.


MPC CORPORATION: March 31 Balance Sheet Upside-Down by $25.7 Mil.
-----------------------------------------------------------------
MPC Corporation disclosed that as of March 31, 2007, its balance
sheet had total stockholders' deficit of $25.7 million, from total
assets of $109.6 million and total liabilities of $135.3 million.

Net revenue was $56.8 million, a 14.6% decline compared to the
same period in 2006.  This compares with a net loss of
$7.5 million over the same period in 2006.

Gross margin for the first quarter was 11.6%, compared to 12.2%
during the first quarter of 2006.  Selling, general and
administrative expenses for the quarter were $9.9 million,
compared to $10.9 million during the first quarter of 2006, while
research and development expenses were $500,000, compared to
$1.2 million during the first quarter of 2006.

The company's primary sources of liquidity have been its Wells
Fargo Receivables Advance Facility and additional funding through
$14.5 million in private placements made during 2006.

MPC faces significant constraints with respect to its liquidity
and working capital.  As of March 31, 2007, the company had cash
and cash equivalents of $1.5 million, current assets of
$68.8 million and our current liabilities totaling $67.1 million.  
At March 31, 2007 our shareholder's equity was a deficit of
$25.7 million.  Its operations have not generated positive annual
cash flows since the company's IPO.  For the three months ended
March 31, 2007, cash provided by operating activities was
$3.2 million.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f3d

"We made significant progress in stabilizing the business during
what is usually our seasonally slowest quarter," said John P.
Yeros, chairman and chief executive officer of MPC Corporation.
"While we're still not satisfied with the overall results, we saw
improvements in several key areas.  We narrowed the operating and
net losses compared to Q1 of last year and reduced the operating
expenses of the business.  These improvements give us confidence
that we are making progress in turning the business around."

                             About MPC

MPC Corporation (Amex: MPZ) -- http://www.mpccorp.com/-- through  
its subsidiary MPC Computers, provides enterprise IT hardware
solutions to mid-sized businesses, government agencies and
education organizations.  MPC offers standards-based server and
storage products, along with PC products and computer peripherals,
all of which are backed by an industry-leading level of service
and support.  The company manufactures and markets ClientPro(R)
desktop PCs, TransPort(R) notebook PCs, NetFRAME(R) servers and
DataFRAME(TM) storage products.


NEWFIELD EXPLORATION: Fitch Affirms BB+ IDR on Rocky Mountain Buy
-----------------------------------------------------------------
Fitch Ratings has affirmed Newfield Exploration Company's Issuer
Default Rating at 'BB+' after the company has announced that it
will acquire Stone Energy's Rocky Mountain assets for $575
million.  Fitch also affirms these ratings on Newfield with a
Stable Rating Outlook:

    -- Issuer Default Rating 'BB+';
    -- Senior unsecured 'BB+';
    -- Senior unsecured bank facility 'BB+';
    -- Senior subordinated notes 'BB-'.

The rating action reflects Newfield's announcement to acquire
proved reserves of 200 Bcfe and probable and possible reserves of
more than 150 Bcfe in the Rocky Mountains for $575 million
($2.88/mcfe or $17.25/boe of proven reserves) from Stone Energy.
The acquired reserves are 70% natural gas, 52% proved developed
and currently produce approximately 40 MMcfe per day, resulting in
a reserve life of nearly 15 years.  The acquisition is expected to
add nearly 600,000 net acres and will build upon Newfield's
existing presence in the Uinta Basin, which it acquired in its
2004 acquisition of Inland Resources.  Fitch expects the company
to finance the transaction initially with borrowings on the
company's $1 billion credit facility, with proceeds generated from
divesting assets used to repay borrowings during the second half
of the year.

While complete details on assets to be divested have yet to be
released, Newfield's U.K. North Sea properties (Grove field) as
well as its producing properties in Bohai Bay, China are expected
to be divested.  Additional divestitures are expected to come from
the company's onshore Texas Gulf Coast, Mid-Continent and shallow
water Gulf of Mexico properties.  Target proceeds from asset sales
have yet to be released by Newfield; however, Fitch anticipates
proceeds should at least approximate the $575 million purchase
price for the Rocky Mountains acquisition and could exceed this
level.

As a result of the proposed acquisition, the company's significant
capex budget in 2007 (resulting in negative free cash flows of
$400 million-$500 million) and due to the $125 million of 7.45%
senior notes coming due in October of this year, liquidity is
likely to come under pressure and Fitch would expect Newfield to
increase the borrowing capacity of the credit facility.  In
addition, Fitch believes it is likely that the company will look
to term out some of the revolver borrowings later in the year.  
Success in growing 2007 production to the guidance range of 265-
279 Bcfe (unadjusted for planned acquisitions and divestitures)
combined with the generation of excess proceeds (greater than $575
million) from divestments will be key drivers to Newfield's debt
balance at year-end 2007.  Fitch will monitor the company's
success in minimizing year-end 2007 debt levels, combined with
expectations for free cash flows in 2008 as key drivers for future
rating and/or outlook changes.

Credit metrics were strong at year-end 2006 as Newfield generated
EBITDA of $1.211 billion during the year and provided interest
coverage of 13.9 times and leverage, as measured by debt-to-
EBITDA, of 1.0x.  Free cash flow (cash flow from operations less
capital expenditures) during 2006 was negative $322 million and is
expected to remain negative in 2007 as the company aggressively
develops the Woodford Shale resource play.  At year-end 2006,
debt/boe of proven reserves was $3.10/boe ($.517/mcfe) and
debt/boe of proven developed reserves was $4.74/boe ($.79/mcfe).  
While the proposed acquisition, net of divestments, is not
expected to materially increase debt levels on a per boe basis,
borrowings to support the capital spending program could result in
increased debt/boe and debt/PDP.

Newfield's credit profile should continue to benefit from high
commodity prices and the company's active hedging program, which
reduce exposure to near-term commodity price volatility.  While
interest expense and production costs are expected to rise, this
increase should be mitigated by increased production levels.
Continued success in organic reserve additions are expected to
minimize the impact to leverage metrics on a debt/boe and debt/PDP
basis.

Newfield is a mid-sized oil and gas exploration and production
company headquartered in Houston, Texas.  Newfield has operations
in several major regions of the United States (shallow and deep
water Gulf of Mexico, Mid-Continent, South Texas, and Rocky
Mountains), as well as international offshore operations in the
U.K. North Sea, Malaysia, and China.  At YE 2006, Newfield's
reserves had grown to nearly 379 mmboe, of which 65% was proven
developed and 70% natural gas.


NEWSTAR COMMERCIAL: S&P Rates $30 Million Class E Notes at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to NewStar Commercial Loan Trust 2007-1's $576 million
floating-rate notes.
     
The preliminary ratings are based on information as of May 15,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement provided to the rated notes through
        the subordination of cash flows to the class F notes;

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

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                    Preliminary Ratings Assigned
               NewStar Commercial Loan Trust 2007-1
   
             Class                  Rating     Amount
             -----                  ------     ------
              A-1                   AAA      $335,000,000
              A-2                   AAA      $100,000,000
              B*                    AA        $25,500,000
              C*                    A         $58,500,000
              D*                    BBB+      $27,000,000
              E (retained)*         BB        $30,000,000
              F (residual)          NR        $24,000,000
   

* The class B, C, D, and E notes may defer interest.  Current
interest payable on these notes will be calculated by multiplying
the then-current interest rate by the lower of the outstanding
note balance or the excess of the outstanding loan balance over
the balance of the more senior class of notes outstanding.  
Regardless of how the amount of current interest payable is
calculated, the notes are ultimately due interest calculated on
the outstanding note balance, and Standard & Poor's rates each
class of notes to this amount.

* NR - Not rated.


NS REPACK: S&P Withdraws B Rating on $94 Million Notes
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' rating on NS
Repack Ltd., a single-issue synthetic asset-backed securities
transaction.
     
The rating withdrawal reflects Standard & Poor's inability to
maintain a credit opinion on Royal Indemnity Co., the debt service
insurer of the NS Repack transaction, following the sale of Royal
& Sun Alliance Insurance Group PLC's Royal & SunAlliance USA
businesses (including Royal Indemnity Co.) to Arrowpoint Capital
Corp.
     
On March 23, 2006, Standard & Poor's withdrew its counterparty
credit and insurer financial strength ratings on Royal & Sun
Alliance Insurance Group PLC's U.S. insurance operations at the
request of the company's management.  At that time, however,
Standard & Poor's believed it could maintain a nonpublic credit
opinion on Royal as a natural extension of the surveillance it
would be performing while monitoring the rating on Royal & Sun
Alliance Insurance Group PLC.
    

                         Rating Withdrawn
   
               NS Repack Ltd. $94 million notes

                               Rating
                               ------
                  Class    To       From
                  -----    --       ----
                  Notes    NR        B


NVF CO: Court Sets June 14 Confirmation Hearing on Chapter 11 Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware scheduled a
confirmation hearing for June 14, 2007, at 2:00 p.m., following
its approval of the disclosure statement explaining NVF Company's
Chapter 11 Plan of Reorganization.

The hearing will be held at Room 2 of the U.S. Bankruptcy Court,
6th Floor, 824 Market Street, in Wilmington, Delaware.

In its disclosure statement order, the Court set May 30, 2007,
as the deadline for parties-in-interest to vote on the Plan and
file objections to the confirmation of that Plan.

For copies of the ballot and related documents, contact the
Debtor's solicitation agent, Delaware Claims Agency LLC, at
telephone number 1-800-838-6773.

                       Overview of the Plan

The Plan, as published in the Troubled Company Reporter on
April 25, 2007, contemplates distribution of cash from the sale
of:

     i. Kenneth Square Property and Surplus Yorklyn Property; and

    ii. additional borrowings of approximately $500,000 under the
        DIP Loan.

The Debtor said that additional borrowings under the DIP Loan will
be used to pay all allowed administrative, tax, and other priority
claims on the Plan effective date.

                       Treatment of Claims

Under the Plan, holders of Other Priority Claims will be paid in
full, in cash.

Each holder of Secured Claims will also be paid in full, either
by:

     i. payment in cash;

    ii. abandonment of the property securing its claim; or

   iii. other treatment as agreed to by the Debtor and the holder.

New Castle County's claim will be treated solely as stated in the
Agreed Plan Term Sheet agreed upon by the Debtor, New Castle and
the Official Committee of Unsecured Creditors.

On account of the Pension Benefit Guaranty Corporation's claim, it
will paid in accordance with the terms of that certain agreement
between the Debtor and Posner Estate, dated April 25, 1996.  
Additionally, Pension Benefit will be permitted to pursue claims
against the Debtor after the Plan is confirmed.

Pension Benefit refers to the claim against the Debtor related
to the underfunded pension plan for hourly paid employees in
Broadview, Illinois; Los Angeles, California; Holyoke,
Massachusetts; Delaware; and Pennsylvania.

Posner Estate DIP Financing Claims will receive cash proceeds
remaining from the sale of:

     i. Kenneth Square Property after payment of the Unsecured
        Credtors Kennett Distribution; and

    ii. Yorklyn Property after payment of New Castle County
        Claims.

Prepetition Posner Estate Claims will receive all proceeds from
the sale of:

     i. Kenneth Square Property, if any, that remain after of the
        Unsecured Creditors Kennett Distribution, which payment
        will satisfy the Unsecured Creditors Secured Plan Note and
        the GUC Plan Mortgage, and Posner Estate DIP Financing
        Claims; and

    ii. Surplus Yorklyn Property that remain after payment of New
        Castle County Claim and any remaining portion of the
        Posner Estate DIP Financing Claims.

In addition, Posner Estate will receive 100% of the Debtor's
common stock after the effective date of the Plan.

Each holder of Unsecured Claims will be paid in full, in
consideration of the settlement, release and discharge of the
holder's:

     i. pro rata share of the cash payment or the Unsecured
        Creditors Kennett Distribution, which will be made
        pursuant to the GUC Plan Trust Agreement by the GUC
        Plan Trustee; or

    ii. pro rata share of the proceeds of the Unsecured Creditors
        Plan Secured Note.  

All holders of Asbestos Claims will retain their claims and will
be permitted to pursue their claims against the Debtor after the
Plan is confirmed.

Holders of Equity Interest will not receive any distribution under
the Plan.

Based in Yorklyn, Delaware, NVF Company -- http://www.nvf.com/--    
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The company along with its wholly owned
subsidiary, Parsons Paper Company Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.
Elizabeth A. Wilburn, Esq., and Jason W. Staib, Esq., at Blank
Rome LLP represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
listed estimated assets between $10 million to $50 million and
estimated debts of more than $100 million.


OPUS MARKETING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Opus Marketing, Inc.
        7037 Commonwealth Avenue, Suite 9
        Jacksonville, FL 32220

Bankruptcy Case No.: 07-02012

Chapter 11 Petition Date: May 15, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Robert D. Wilcox, Esq.
                  6817 Southpoint Parkway, Suite 1302
                  Jacksonville, FL 32216
                  Tel: (904) 281-0700
                  Fax: (904) 513-9201

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
   ------                        ---------------   ------------
Price Marketing & Sales,                               $183,995
Inc.
233 Tallwood Road
Jacksonville, FL 32250

Webb Watters                                            $27,258
6424 Diane Court
Montgomery, AL 36117

Global Financial, L.L.C.         loans                  $24,805
100 First Avenue North
P.O. Box 1547
Great Falls, MN 59403

B.B.&T. Bankcard Corp.                                  $18,705

Penta Dis Ticaret, Ltd.                                 $17,734
STI Buyukdere cad.
Naci Kasim Sok

Pinar Sevintuna                                         $15,651

Davis Distribution                                      $13,271

Koch Logistics                                           $8,828

Mike Hogan,                                              $8,001
Tax Collector

Estes Express Lines                                      $5,925

SmartShipper, Inc.                                       $5,150

Gabree Investments, L.L.C.                               $5,000

Massimo Barbierri                                        $4,771

Komputer Kingdom                                         $4,472

UniShippers                                              $4,418

Meyer & Associates                                       $4,288

Samuel Shapiro & Company,                                $3,589
Inc.

Swindell, Bohn, Durden &                                 $3,546
Phillip

Mr. Robert J. Mentzinger                                 $2,486

Universal Distributors                                   $2,628


ORLEANS HOMEBUILDERS: Amends Terms of Revolving Credit Facility
---------------------------------------------------------------
Orleans Homebuilders Inc. obtained an amendment to its revolving
credit facility that was executed on May 8, 2007, and is effective
as of March 31, 2007.
     
The amendment made the company's liquidity temporarily enhanced by
increasing its borrowing base availability attributable to units
not subject to a qualifying agreement of sale.  This increased
borrowing base availability will generally be effective with
respect to any borrowing base certificate filed and effective as
of a date on or before Aug. 31, 2007.  The company's liquidity at
March 31, 2007 is $70.9 million, consisting of $48.9 million in
available borrowing capacity and $22 million in cash.

The amendment also includes adjustments to the company's required
minimum consolidated tangible net worth, the maximum ratio of
certain land owned but not subject to a qualifying agreement of
sale to adjusted consolidated net worth, and the minimum debt
service ratio covenants.
      
As a result of the amendment, the company was in compliance with
the covenants as of March 31, 2007.

Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. and
its subsidiaries (ASE: OHB) -- http://www.orleanshomes.com/--   
market, develop and build high-quality, single-family homes,
townhomes and condominiums to serve various types of homebuyers,
including first-time, first move-up, second move-up, luxury, empty
nester and active adult.  The company believes this broad range of
home designs gives it flexibility to address economic and
demographic trends within its markets.

           Defaults Under Amended Revolving Credit Loan

As reported in the Troubled Company Reporter on Feb. 8, 2007,
Orleans Homebuilders has determined that it is in violation
of a financial covenant under its Amended and Restated Revolving
Credit Loan Agreement in the course of preparing its quarterly
financial statements for the second quarter of 2007.

The Loan Agreement was entered into by the company as guarantor,
certain of the company's wholly owned subsidiaries, and various
banks as lenders, dated Jan. 24, 2006, and amended by a First
Amendment on Nov. 1, 2006.

The Loan Agreement required the company to maintain a certain
"Debt Service Ratio", which is the ratio of the company's
"Adjusted EBITDA" to "Debt Service".  As of Dec. 31, 2006, the
company's Debt Service Ratio was 1.61 to 1.00.  The Revolving
Credit Facility required a Debt Service Ratio of 2.00 to 1.00.

As of Feb. 1, 2007, approximately $501,950,000 of borrowings and
approximately $40,724,000 of letters of credit and other
assurances were outstanding under the Revolving Credit Facility.


PEOPLOUNGERS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Peoploungers, Inc.
        P.O. Box 429 Highway 6 South
        Nettleton, MS 38858

Bankruptcy Case No.: 07-11635

Type of Business: The Debtor designs, manufactures and markets
                  classic furniture designs.  See
                  http://www.peoploungers.net/

Chapter 11 Petition Date: May 15, 2007

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, P.L.L.C.
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Hickory Springs                                      $1,966,566
Manufacturing Co.
Hickory, NC 28603-0128

Haining Mengnu Group Co.,                            $1,096,543
Ltd.
Leather Science & Technology
Park
Haining, Zhejiang
31440 China

Haining Jinzheng Furniture Co.,                        $658,127
Ltd.
Xieqiao Industries Zone,
Xieqiao
Haining, Zhejiang
314406 China

Omega Motion                                           $393,210
241 Jamie Whitten Boulevard
Saltillo, MS 38866

Henson Distributors                                    $329,145
Highway 41 East
P.O. Box 191
Okolona, MS 38860

Ryder Transportation                                   $303,285
Services
Regional Collections
Manager
Alpharetta, GA 30005

Foamex                                                 $256,794
P.O. Box 651276
Charlotte, NC 28265-1276

Smurfit-Stone Container                                $224,619
P.O. Drawer 1769
Tupelo, MS 38802

Bentley Design                                         $204,119
International

Leggett & Platt                                        $122,888

Culp, Inc.                                              $86,584

Global Textile Alliance,                                $62,633
Inc.

Poly Packaging                                          $61,237

Milberg Factors, Inc.                                   $51,080

Riverside Logistics                                     $47,606

Hanes Converting Co.                                    $40,682

Leather Works, Inc.                                     $38,723

Global Furniture Solutions                              $37,218

Amwood Products Inc.                                    $32,164

Renasant Insurance Inc.                                 $25,199


PRIMEDIA INC: March 31 Balance Sheet Upside-down by $434.4 Million
------------------------------------------------------------------
PRIMEDIA Inc.'s balance sheet at March 31, 2007, showed
$1.29 billion in total assets and total liabilities of
$1.73 billion, resulting in a $434.4 million total stockholders'
deficit.

PRIMEDIA Inc. reported net income of $104.7 million for the first
quarter ended March 31, 2007, compared with net income of
$2.4 million for the same period ended March 31, 2006.  Results
for the quarters ended March 31, 2007, and 2006, included income
from discontinued operations, net of tax, of $118.9 million, and
$19.4 million, respectively.  

Income from discontinued operations for the quarters ended March
31, 2007, and 2006, includes gain on sale of businesses, net of
tax, of $43.5 million and $13.7 million, respectively.

Consumer Guides revenues were $80 million and $81.4 million for
the three months ended March 31, 2007, and 2006, respectively.

Operating income was $7.1 million in 2007 compared to $5.4 million
in 2006.  The increase in operating income in 2007 resulted
primarily from increased Segment EBITDA in the Consumer Guides
segment and decreased Corporate overhead, partially offset by an
increase in provision for restructuring costs.  Segment EBITDA
represents the segments' earnings before interest, taxes,
depreciation, amortization and other charges.  Other charges
include non-cash compensation and provision for restructuring
costs.

Interest expense decreased to $29.1 million in 2007 from
$31.5 million in 2006 primarily due to lower average debt levels,
partially offset by higher interest rates.

Loss from continuing operations before benefit for income taxes
was $20.7 million for the quarter ended March 31, 2007, compared
with a loss from continuing operations before benefit for income
taxes, of $26.5 million for the quarter ended March 31, 2006.

"Results this quarter primarily reflect growth in New Home Guide
and the company's online single unit real estate rental business,
and our continued focus on improving profitability, offset by
revenue declines in Apartment Guide and Auto Guide," said Dean B.
Nelson, chairman, president, and chief executive officer of
PRIMEDIA Inc.

"PRIMEDIA's Enthusiast Media business delivered strong growth in
the first quarter, consistent with the strength and potential of
the brands within the business," Nelson added.

As of March 31, 2007, the company had cash and unused credit
facilities of $402 million, compared to $261.5 million as of
Dec. 31, 2006.  The amount as of March 31, 2007, includes the
remaining net cash proceeds from the company's sale of the
Outdoors group in the first quarter of 2007.  The use of this cash
and unused credit facilities is subject to customary conditions in
the company's debt agreements.

Net cash provided by investing activities was $139.1 million in
2007, compared to net cash used in investing activities of $47,000
in 2006.  This increase in cash is primarily due to cash received
for the sale of the Outdoors group in the first quarter of 2007 of
$170 million.  This increase was partially offset by payments for
the acquisitions of Rentalhouses.com and Modified Automotive Group
during the first quarter of 2007.

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?1f2b

                       About PRIMEDIA Inc.

PRIMEDIA Inc. (NYSE: PRM) -- http://www.primedia.com/-- is the  
parent company of Consumer Source Inc., a publisher and
distributor of free consumer guides in the U.S. with Apartment
Guide, Auto Guide, and New Home Guide, distributing free consumer
publications through its proprietary distribution network,
DistribuTech, in more than 60,000 locations.  Consumer Source owns
and operates leading websites including ApartmentGuide.com,
AutoGuide.com, NewHomeGuide.com; and America's largest online
single unit rental property business, comprised of RentClicks.com,
RentalHouses.com, HomeRentalAds.com, and Rentals.com.

                          *     *     *

Primedia Inc. carries Moody's Investor Service's 'B2' Senior
Secured Debt and Corporate Family Ratings effective Sept. 30,
2005.  


PXRE REINSURANCE: Fitch Removes Rating from Negative Watch
----------------------------------------------------------
Fitch Ratings removed the following ratings for Atlantic & Western
Re Ltd. from Rating Watch Negative.  The notes have been paid in
full.

     -- Class A notes 'BB';
     -- Class B notes 'B'.

The rating actions affect US$300 million of Atlantic & Western Re
notes.

Atlantic & Western Re provided coverage to PXRE Reinsurance Ltd.,
a Bermuda-based reinsurer, on a five-year reinsurance contract.
PXRE did not pay the premium due Feb. 8, 2007, under the
reinsurance contract.  The non-payment resulted in a default under
the reinsurance contract, which, in turn, resulted in an early
termination of the reinsurance contract.  As a result, on Feb. 27,
2007, Fitch placed both series of notes on Rating Watch Negative.

Fitch has confirmed with the indenture trustee that PXRE
subsequently made a payment on May 8, 2007, consisting of the
premium payment due that date, the premium payment that was due on
Feb. 8 and the early termination premium of $11 million specified
in the reinsurance contract.  The US$300 million of note principal
held in trust was also repaid to noteholders.

Atlantic & Western Re is a Cayman Islands-domiciled insurance
company formed solely to issue the notes, enter into a reinsurance
contract with PXRE, and to conduct activities related to the
notes' issuance.

The affected notes are:

     -- US$100 million class A Notes due Nov. 15, 2010 'BB';
     -- US$200 million class B Notes due Nov. 15, 2010 'B'.

PXRE Group Ltd. is a publicly-traded reinsurance holding company
providing reinsurance products and services to a worldwide
marketplace.  For the year ended Dec. 31, 2005, PXT reported net
premiums earned of US$388 million and a net loss of
US$705 million.


QUIGLEY CO: U.S. Trustee Chapter 11 Case Converted to Chapter 7
---------------------------------------------------------------
Diana G. Adams, the acting U.S. Trustee for Region 2, asks the
Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York to convert Quigley Company Inc.'s
Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding,
or, in the alternative, to dismiss the Debtor's case.

Ms. Adams contends that pursuant to Section 1112(b)(2) of the U.S.
Bankruptcy Code, the Court should either dismiss or convert the
Debtor's case since the Debtor is unable to effectuate a plan.  

Ms. Adams reminds the Court that the case is approaching its third
anniversary.  She argues that the Debtor's failure to
expeditiously confirm a plan in accordance with a time-line
provided by experienced counsel, not by a matter of months but by
a matter of years, is almost definitive in demonstrating that the
Debtor cannot confirm a plan.

The Trustee also contends that the delay is causing manifest
prejudice to claimants.  These claimants are enjoined from taking
any action against discovery against both the Debtor and Pfizer,
Inc. -- in all circumstances -- in actions in which the two
entities are alleged to be jointly liable.  As revealed in the
2004 Court-approved Injunction, most of the creditors are in many
instances elderly and infirm.

The continuation of the 2004 Injunction is oppressive to the
asbestos claimants, who are the most vulnerable parties in this
case, Ms. Adams maintains.  The longer the delay, the greater the
chance that evidence might become lost or stale, she continues.

Ms. Adams contends that the Debtor has not advanced in its
bankruptcy case because it has conflicts of interest involving
Pfizer.

According to an ad hoc group of claimants, Pfizer is benefiting
from the lengthy imposition of the 2004 Injunction.  It is clear
that the Debtor is wholly dependent on Pfizer financing.  Because
of these conflicts, Ms. Adams explains, the Debtor may have a
built-in incentive to shy from a plan that impacts adversely on
Pfizer.

"The Debtor is not financially distressed because it appears to be
able to secure financing from Pfizer as needed, and, indeed, is
paying its chief executive officer almost half a million dollars a
year," argues the Trustee.  "The Debtor has pursued a specific
course of action in this case, seemingly as much for the benefit
of Pfizer as for the Debtor's own benefit. The Debtor has claimed
that this would be a quick process, and that it had creditor
support.  It was entitled to a fair opportunity to propose its
plan.  It took full advantage of that opportunity, but the
creditors have rejected the plan."

                         About Quigley Co.

Based in Manhattan, Quigley Company, Inc., a subsidiary of
Pfizer, Inc., used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

                     Reorganization Plan Update

In August 2006, the Bankruptcy Court rejected the Debtor's Third
Amended Plan of Reorganization after the Debtor failed to obtain
acceptance of its Third Amended Plan of Reorganization from 75% of
the holders of asbestos-related personal injury claims who voted
to accept or reject the Plan.  That 75% acceptance rate is
required to confirm a chapter 11 plan centered around a trust
formed under Sec. 524(g) of the Bankruptcy Code to future
resolution of asbestos-related claims.

The Debtor subsequently sought the Court's reconsideration on its
Aug. 9, 2006 order, arguing that the claims voted by holders of
asbestos personal injury claims who had entered into prepetition
settlements with Pfizer should be reduced by 90% for voting
purposes.

The Debtor further argued that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.

As reported in the Troubled Company Reporter on May 11, 2007, the
company's Ad-hoc Committee of Tort Victims asked the Court to
appoint a Chapter 11 trustee in the Debtor's bankruptcy
proceeding.


REFCO INC: Plan Administrators Want Bar Date Extended to June 29
----------------------------------------------------------------
The Plan Administrators for Refco Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to further extend the Administrative Claims Objection
Deadline through and including June 29, 2007.

When Refco, its affiliates, including Refco Capital Markets, Ltd.,
filed for bankruptcy, about 210 administrative claims were
asserted.

To date, roughly 15 of those claims have not been objected to or
resolved by RJM, LLC, the duly appointed Plan Administrator of
the Reorganized Debtors' Chapter 11 cases, and Marc S. Kirschner,
as Plan Administrator of the RCM estate.

The Plan Administrators state that by virtue of filing their
request, the Administrative Claims Objection Deadline is
automatically extended until entry of an order approving or
denying the extension.

The Plan Administrators assert that an extension of the  
Administrative Claims Objection Deadline is appropriate to
complete the administrative claims reconciliation process and to
help ensure that all non-meritorious administrative claims are
appropriately challenged.

Furthermore, the Plan Administrators believe that the extension
is particularly important to ensure that no unwarranted
administrative expense claims are allowed simply by virtue of  
the passage of time.  Allowed administrative expense claims are  
required to be paid in full under the Plan, and, thus have a
greater relative impact upon recoveries to prepetition unsecured
creditors, who are expected to receive only a fraction of the
allowed amounts of their claims.

The Court will convene a hearing on June 6, 2007, to rule on the
Plan Administrators' request.

                         About Refco Inc.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

On June 5, 2006, three more affiliates filed for chapter 11
protection namely: Westminster-Refco Management LLC, Refco Managed
Futures LLC, and Lind-Waldock Securities LLC.  Refco Commodity
Management Inc., another affiliate, filed for bankruptcy on
Oct. 16, 2006.  (Refco Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).

                            Plan Update

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  


REFCO INC: Plan Administrators Want Removal Period Extended
-----------------------------------------------------------
The Plan Administrators ask the U.S. Bankruptcy Court for the
Southern District of New York to extend until Aug. 14, 2007, the
period within which Refco, Inc., and its affiliates may file
notices of removal with respect to pending actions pursuant to
Rule 9027(a)(2) of the Federal Rules of Bankruptcy Procedure.

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York,
relates that as of the Petition Date, the Debtors were  
plaintiffs in 37 actions and proceedings in a variety of state
and federal courts throughout the country.

Since the Reorganized Debtors have continued to focus primarily
on winding down their businesses, administering claims and
implementing their confirmed Chapter 11 Plan, the Debtors have
not reviewed all the Actions to determine whether any of them
should be removed, Mr. Clark states.

Mr. Clark asserts that extension of the Removal Period will
afford the Debtors a sufficient opportunity to assess whether  
the Actions can and should be removed, hence, protecting the
Debtors' valuable right to adjudicate lawsuits under Section  
1452 of the Judiciary and Judicial Procedure Code.

The Court will convene a hearing on June 6, 2007, to rule on the
Plan Administrators' request.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

On June 5, 2006, three more affiliates filed for chapter 11
protection namely: Westminster-Refco Management LLC, Refco Managed
Futures LLC, and Lind-Waldock Securities LLC.  Refco Commodity
Management Inc., another affiliate, filed for bankruptcy on
Oct. 16, 2006.  (Refco Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).

                            Plan Update

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  


RITE AID: Plans Offering of $1.22 Billion Senior Unsecured Notes
----------------------------------------------------------------
Rite Aid Corporation is planning to offer $1,220.0 million
aggregate principal amount of senior unsecured notes.

A portion of the notes will mature in 2015 and the balance will
mature in 2017.

Rite Aid intends to use the net proceeds from the offering
together with borrowings of approximately $75 million under its
existing senior secured credit facility, $1,105.0 million under a
new $1,105.0 million term loan tranche of its existing senior
secured credit facility and the issuance of 250 million shares of
its common stock to fund the acquisition of the Brooks and Eckerd
drugstore chains and pay related fees and expenses.

Rite Aid expects to close the acquisition by June 1.

The offering is subject to market and other customary conditions.

The notes due 2015 and the notes due 2017 will be offered in the
United States to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended, and outside the
United States pursuant to Regulation S under the Securities Act.  
Neither series of notes has been registered under the Securities
Act and may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements.

Rite Aid Corporation (NYSE:RAD) -- http://www.riteaid.com/-- is  
one of the United States' leading drugstore chains with annual
revenues of approximately $17.5 billion and more than 3,330 stores
in 27 states and the District of Columbia.


RITE AID: S&P Rates $1.105 Billion Senior Term Loan at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to Rite Aid Corp's $1.105 billion senior
secured tranche 2 term loan facility.  The '1' recovery rating
indicating the high expectation for full recovery of principal in
the event of a payment default.  Concurrently, Standard & Poor's
raised the ratings on the three existing second-lien notes to 'B+'
from 'B' and assigned a '1' recovery rating, indicating the high
expectation for full recovery of principal in the event of a
default.  The secured notes ratings have been removed from
CreditWatch with developing implications.  At the same time,
Standard & Poor's affirmed all other ratings, including the 'B'
corporate credit rating. The outlook is stable.
     
Proceeds from the tranche 2 term loan facility, combined with the
proceeds of a new $1.22 billion unsecured note offering and 250
million shares of Rite Aid's common stock will be used to finance
the borrowers acquisition of 1,800 U.S.-located Brooks and Eckerd
drugstores, as well as six distribution centers, from Jean Coutu
Group (PJC; B+/Watch Pos/--).
      
"The stable outlook anticipates that the integration of the
acquired stores is successful," said Standard & Poor's credit
analyst Diane Shand, "and that free operating cash flow turns
positive in fiscal 2008, while leverage declines moderately over
the next few years through a combination of increased EBITDA and
debt repayment."


ROUGE INDUSTRIES: Wants Plan Filing Period Stretched to July 16
---------------------------------------------------------------
Rouge Industries Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

   a) file a plan of reorganization until July 16, 2007; and

   b) solicit acceptances to that plan until Sept. 17, 2007.

The Debtors have filed 16 prior motions for the extension of their
exclusive periods.

The Debtors assure the Court that they intend to move forward with
the filing of a plan and disclosure statement.  The Debtors,
however, still need additional time to file the plan to allow the
Debtors to consider certain aspects of the plan based on their
settlement discussions with the Pension Benefit Guaranty
Corporation and the International Union, United Automobile
Aerospace and Agricultural Implement Workers of America.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially all
of the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


SAINT VINCENTS: Disclosure Statement Hearing Deferred to June 4
---------------------------------------------------------------
Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, notifies all interested parties that the hearing to
consider the adequateness of the Disclosure Statement explaining
the Plan of Reorganization of Saint Vincent Catholic Medical
Centers and its debtor affiliates is adjourned to June 4, 2007.

The Disclosure Statement Hearing was originally set for May 11,
2007.

As reported in the Troubled Company Reporter on Feb. 13, 2007,
the Debtors filed a proposed Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York.

The proposed Plan of Reorganization seeks to provide an equitable
return to all creditors, including the holders of trade claims,
the Pension Benefit Guaranty Corporation (PBGC -- on account of
the pension plan), and pre-petition medical malpractice claimants,
while providing for the long-term feasibility of the
organization's operations.

Specific elements of the proposed plan include:

   -- an initial distribution to the trade creditors of at least
      80 cents on the dollar, with a path for them to potentially
      have their claims paid in full over time.

   -- the continuation of Saint Vincents pension plan, keeping
      benefits in place for current employees and retirees.  It
      also provides an approach to meet future funding
      obligations.

   -- a funding schedule for the payment over time of pre-petition
      medical malpractice claims as they are liquidated.

                       About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  (Saint Vincent
Bankruptcy News, Issue No. 53 Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: U.S. Trustee Objects to Disclosure Statement
------------------------------------------------------------
Diana G. Adams, Acting U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Southern District of New York to deny
approval of the Disclosure Statement explaining the Plan of
Reorganization of Saint Vincents Catholic Medical Center of New
York and its debtor-affiliates.

The U.S. Trustee complained that the Disclosure Statement omits
essential information about the Debtors' present and future
financial analysis, including a liquidation analysis and projected
financial information.

The absence of the Debtors' financial projections cannot be
overcome by any of the information in the Disclosure Statement or
other exhibits, Richard A. Morrissey, Esq., in New York, on the
U.S. Trustee's behalf, argues.  "Without [those] projections,
parties-in-interest cannot determine whether the Plan is
feasible."

The Disclosure Statement also does not contain any information
regarding the Debtors' annual or monthly operating gains or
losses during the pendency of their Chapter 11 cases, Mr.
Morrissey notes.

Moreover, the U.S. Trustee is concerned about the Debtors'
admission that they have significant "liquidity risks" going
forward.  The Disclosure Statement notes that "there is no
assurance that the revenues generated in the next several months
will be adequate to cover all expenditures incurred prior to
[Plan] consummation."

As noted in the Disclosure Statement, the Debtors intended to
obtain exit financing to pay its DIP lender, cover operating
expenses and fund the Plan.  The Disclosure Statement, however,
offers no guarantee that the Debtors will be able to meet
"certain conditions and covenants" that they will need to obtain
the Exit Facility, Mr. Morrissey points out.

The U.S. Trustee asserted that the Debtors must disclose the
status of obtaining exit financing, the terms if financing has
been obtained and the consequences of the Debtors' ability to
secure an Exit Facility.  If the Debtors do not have a
commitment, then approval of the Disclosure Statement is
premature, Mr. Morrissey contends.

The U.S. Trustee further complained that the release and
exculpation clauses in the Plan are too broad in violation of
Section 1125(e) of the Bankruptcy Court.  The provisions in
Section IV.F.1 and F.2 of the Disclosure Statement and Sections
11.4 & 11.6 of the Plan are especially problematic because they
release third parties and the Debtors failed to demonstrate why
it would be appropriate for any party other than the Debtors to
receive releases or exculpation under the Plan, Mr. Morrissey
says.

The U.S. Trustee does not object to the exculpation of the
Debtors and their counsel and the Official Committee of Unsecured
Creditors to the extent the exculpation is limited to the express
language of Section 1125(e).  Exculpation, however, should not
apply in the event of fraud, gross negligence, willfull
misconduct, malpractice, criminal conduct, unauthorized use of
confidential information that causes damages and should not limit
the liability of the Debtors' professional to their client, Mr.
Morrissey argues.

Furthermore, the U.S. Trustee noted that the Disclosure Statement
fails to:

   -- include appropriate language carving out government claims
      from the proposed releases; and

   -- indicate how funds to be administered by the Litigation
      Trustee and the Medical Malpractice Trustee are to be
      protected.

                       About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  (Saint Vincent
Bankruptcy News, Issue No. 53 Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SAUL KLEIMAN: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Saul Kleiman
        aka Saul Kleiman Katz
        Calle Maria Antonieta 192 Villa de Torrimar
        Guaynabo, PR 00969

Bankruptcy Case No.: 07-02609

Chapter 11 Petition Date: May 14, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. de Jesus

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Banco Popular                    bank loan           $9,776,370
P.O. Box 362708
San Juan, PR 00936-2708

Citibank, N.A.                   bank loan           $2,800,000
P.O. Box 70301
San Juan, PR 00936-8301

Banco Santander                  bank loan           $4,287,533
P.O. Box 362589
San Juan, PR 0919-1080

B.B.V.A.                         bank loan           $2,300,000
P.O. Box 71113
San Juan, PR 00936-1113


SCHEFENACKER PLC: Chapter 15 Petition Summary
---------------------------------------------
Petitioners: Richard Heis
             Samantha Rae Bewick

Debtor: Schefenacker plc
        Castle Trading Estate
        East Street, Portchester
        Hampshire, England PO 16 9SD

Case No.: 07-11482

Type of Business: The Debtor is a holding company that operates an
                  international automotive mirrors and lighting
                  business through its subsidiaries.    See
                  http://www.schefenacker.com/

                  Its principal financial indebtedness comprises
                  bank facilities in the aggregate principal
                  amount of EUR205 million under a New York law-
                  governed Indenture.  In August 2006,
                  Schefenacker AG (its predecessor), addressing
                  its increasing concern both with the operational
                  performance of the Debtor and its subsidiaries
                  and with the sustainability of its capital
                  structure, ordered a restructuring plan.

                  Discussions on potential restructuring scenarios
                  culminated in Feb. 6, 2007 in a binding term
                  sheet entered into among the Debtor, senior
                  lenders, major customers, and Dr. Alfred
                  Schefenacher, the sole beneficial owner of the
                  equity interests in the Debtor, which provided
                  immediate necessary short term liquidity to the
                  Debtor and its subsidiaries and formed the basis
                  for the Company Voluntary Agreement proposal as
                  an alternative to liquidation.

                  In October 2006, the Debtor's senior secured
                  lenders consented to the transactions required
                  by the financial restructuring contemplated in
                  the term sheet, which involved the transfer of
                  assets and liabilities of Schefenacker AG to the
                  Debtor.  

                  Also, in December 8, 2006, the majority of the
                  Debtor's bondholders approved the required
                  amendment to the Indenture.  Along with the
                  consent of Dr. Schefenacker's and the major
                  customers, the Debtor assumed all the assets and
                  liabilities of its predecessor in February 9,
                  2007.

                  In March 5, 2007, the Petitioners agreed to be
                  the Debtor's nominees and joint supervisors with
                  respect to the CVA.

Chapter 15 Petition Date: May 15, 2007

Court: Southern District of New York

Judge: Stuart M. Bernstein

Petitioner's Counsel: Kenneth P. Coleman, Esq.
                      Allen & Overy, L.L.P.
                      1221 Avenue of Americas
                      New York, NY 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

Estimated Assets: More than a $100 Million

Estimated Debts:  More than a $100 Million


SEQUIOA MORTGAGE: Fitch Ups Rating on Class B-4, 2004-11 to BB+
---------------------------------------------------------------
Fitch Ratings has taken rating action on these Sequoia Mortgage
Funding Corporation mortgage pass-through certificates:

   Series 2004-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA+';
     -- Class B-2 affirmed at 'A+';
     -- Class B-3 affirmed at 'BBB+';
     -- Class B-4 affirmed at 'BB+';
     -- Class B-5 affirmed at 'B+'.

   Series 2004-7

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA+';
     -- Class B-2 upgraded to 'AA-' from 'A+';
     -- Class B-3 upgraded to 'A-' from 'BBB+';
     -- Class B-4 upgraded to 'BBB' from 'BB+';
     -- Class B-5 upgraded to 'BB-' from 'B+'.

   Series 2004-9

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA+';
     -- Class B-2 affirmed at 'A+';
     -- Class B-3 affirmed at 'BBB+';
     -- Class B-4 affirmed at 'BB+';
     -- Class B-5 affirmed at 'B+'.

   Series 2004-11

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AA+' from 'AA';
     -- Class B-2 upgraded to 'A+' from 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 upgraded to 'BB+' from 'BB';
     -- Class B-5 affirmed at 'B'.

The affirmations, affecting approximately $780 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The upgrades, affecting
approximately $29.7 million of the outstanding certificates,
reflect an improvement in the relationship between CE and expected
loss.  The CE for all classes has more than doubled since
issuance.  In addition, all of the above transactions have
experienced only minimal losses to date.

The collateral of the above transactions consists of prime,
adjustable-rate mortgage loans indexed to the one-month or six-
month LIBOR.  The mortgage terms are typically 25 or 30 years with
a three, five, or 10-year interest-only period.  The loans were
acquired from various originators by a subsidiary of Redwood Trust
Inc, a mortgage real estate investment trust that invests in
residential real estate loans and securities.  The transactions
are master serviced by Wells Fargo Bank, N.A. (rated 'RMS1' by
Fitch).

As of the May 2007 distribution date, the pool factors (current
principal balance as a percentage of original) of the above
transactions range from 19% (series 2004-1) to 33% (series
2004-11).  The seasoning ranges from 29 months (series 2004-11) to
39 months (series 2004-1).


SM ABSHER: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------
Debtor: S.M. Absher, Inc.
        7841 Blue Eagle Way
        Las Vegas, NV 89128

Bankruptcy Case No.: 07-12754

Chapter 11 Petition Date: May 14, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Christopher Patrict Burke, Esq.
                  218 South Maryland Parkway
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987

Total Assets: $1,827,050

Total Debts:  $1,923,547

Debtor's Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
E.M.C.                           Home-9504              $95,000
Attention: Managing Agent        Ironsend Street
P.O. Box 293150                  Las Vegas, NV
Lewisville, TX 75029-3150        89143; value of
                                 security:
                                 $400,000; value
                                 of senior lien:
                                 $360,000

                                 Home-8821              $66,750
                                 Shady Pines Drive
                                 Las Vegas, NV
                                 89143; value of
                                 security:
                                 $324,000; value
                                 of senior lien:
                                 $268,800

E.M.C.                           Home-7904              $67,374
Attention: Managing Agent        Menelaus Avenue
P.O. Box 141358                  Las Vegas, NV
Lewisville, TX 75018             89131; value of
                                 security:
                                 $303,000; value
                                 of senior lien:
                                 $271,985

Wells Fargo                      businessline of         $3,646
Attention: Managing Agent        credit
P.O. Box 29746
Phoenix, AZ 85036-9746

Pine Meadows                     Home-8821                 $659
                                 Shady Pines Drive
                                 Las Vegas, NV
                                 89143; value of
                                 security:
                                 $324,000; value
                                 of senior lien:
                                 $335,550


SOUNDVIEW HOME: Fitch Rates $35.9M Privately Offered Class at BB+
-----------------------------------------------------------------
Fitch has rated the Soundview Home Loan Trust, asset-backed
certificates, series 2007-OPT1, which closed on May 15, 2007 as:

     -- $1.74 billion classes I-A-1, II-A-1 through II-A-4, and X      
        'AAA';
     -- $104.48 million class M-1 'AA+';
     -- $105.64 million class M-2 'AA';
     -- $44.11 million class M-3 'AA-';
     -- $42.95 million class M-4 'A+';
     -- $38.31 million class M-5 'A';
     -- $32.51 million class M-6 'A-';
     -- $27.86 million class M-7 'BBB+';
     -- $13.93 million class M-8 'BBB';
     -- $44.11 million classes M-9 'BBB-';
     -- $35.99 million privately offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 24.95%
total credit enhancement provided by the 4.50% class M-1, 4.55%
class M-2, 1.90% class M-3, 1.85% class M-4, 1.65% class M-5,
1.40% class M-6, 1.20% class M-7, 0.60% class M-8, 1.90% class
M-9, 1.55% class M-10 and 3.85% initial and target
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.  In addition, the
ratings reflect the quality of the loans, the soundness of the
legal and financial structures, and the capabilities of Option One
Mortgage Corporation as servicer (rated 'RPS1' by Fitch) and Wells
Fargo Bank N.A. as trustee.

The group I mortgage pool consists of adjustable- and fixed-rate,
first and second lien mortgage loans with a cut-off date pool
balance of $1,232,752,973.  Approximately 30.13% of the mortgage
loans are fixed-rate mortgage loans, 69.87% are adjustable-rate
mortgage loans, and 1.95% are second lien mortgage loans.  The
weighted average loan rate is approximately 8.517%.  The weighted
average remaining term to maturity is 358 months.  The average
principal balance of the loans is approximately $194,932.  The
weighted average combined loan-to-value ratio is 79.95%.  The
properties are primarily located in California (22.24%), Florida
(11.01%) and New York (8.08%).

The group II mortgage pool consists of adjustable- and fixed-rate,
first and second lien mortgage loans with a cut-off date pool
balance of $1,089,033,232.  Approximately 21.96% of the mortgage
loans are fixed-rate mortgage loans, 78.04% are adjustable-rate
mortgage loans, and 6.95% are second lien mortgage loans.  The
weighted average loan rate is approximately 8.555%.  The WAM is
357 months. The average principal balance of the loans is
approximately $242,330.  The weighted average CLTV is 83.70%.  The
properties are primarily located in California (37.00%), Florida
(10.04%) and New York (8.92%).

All of the mortgage loans were originated by Option One Mortgage
Corporation.  Incorporated in 1992, Option One began originating
and servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is a subsidiary of H&R Block,
Inc.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


SOUTHWEST HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southwest Holdings Plus, L.L.C.
        5050 North 8th Place, Suite 6
        Phoenix, AZ 85014

Bankruptcy Case No.: 07-02194

Chapter 11 Petition Date: May 14, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Craig D. Hansen, Esq.
                  Sanders & Dempsey, L.L.P.
                  40 North Central
                  Suite 2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4085
                  Fax: (602) 253-8129

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Arizona Residential Property     unsecured loan      $4,846,560
Purcasers, L.L.C.
5050 North 8th Place,
Suite 6
Phoenix, AZ 85014

Arizona Residential Property     unsecured loan      $1,096,538
Purcasers II, L.L.C.
5050 North 8th Place,
Suite 6
Phoenix, AZ 85014

Arizona Residential Property     unsecured loan        $483,175
Purcasers III, L.L.C.
5050 North 8th Place,
Suite 6
Phoenix, AZ 85014

Arizona Residential Property     unsecured loan        $182,500
Purcasers Equipment II,
L.L.C.

Ram Residential I, L.L.C.        unsecured loan         $25,000


SPANSION INC: Fitch Puts B+ Rating on $550MM Floating-Rate Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+/RR2' to Spansion Inc.'s
(Nasdaq: SPSN) $550 million senior secured floating-rate notes due
2013 issued pursuant to Rule 144A, the net proceeds from which
will be used to repay the outstanding obligations under the
company's $500 million senior secured term loan facility due 2012.  
The remainder of net proceeds will be used for general corporate
purposes, including capital expenditures and working capital.

Fitch has withdrawn the 'BB-/RR1' rating of the approximately $500
million senior secured term loan facility in anticipation of
Spansion's repayment of this tranche of debt.  Additionally, Fitch
has downgraded the $175 million senior secured revolving credit
facility due 2010 to 'B+/RR2' from 'BB-/RR1.'  In conjunction with
the refinancing, Fitch has affirmed these ratings:

    -- Issuer Default Rating of 'B-';
    -- $250 million of 11.75% senior unsecured notes due 2016 at      
       'CCC+/RR5'; and
    -- $207 million of 2.25% convertible senior subordinated
       debentures due 2016 at 'CCC/RR6'.

The Rating Outlook remains Negative.  Approximately $1.1 billion
of total debt is affected by Fitch's actions.

The recovery ratings continue to incorporate Fitch's expectations
that recovery would be maximized under reorganization rather than
liquidation in a distressed scenario.  The lower recovery ratings
for the secured debt reflect the company's increased debt levels
in conjunction with lower profitability for the most recent 4
quarter period.  Pro forma for the private placement and repayment
of the term loan, Spansion's secured and total debt increased by
$50 million to $1.15 billion from $1.10 billion while operating
EBITDA declined to a Fitch estimated $419 million for the latest
12 months ended March 31, 2007, from $455 million for fiscal year
2006.  Fitch believes Spansion's $725 million of secured
facilities, including the $550 million senior secured notes and
assumption of a fully drawn $175 million revolving credit
facility, would recover 71-90% in a reorganization scenario,
resulting in a rating of 'RR2.'  The waterfall analysis provides
0%-10% recovery for the approximately $229 million of rated senior
unsecured debt and approximately $207 million of senior
subordinated notes, which result in recovery ratings of 'RR6.'  
Nonetheless, the 'RR5' recovery rating for the senior unsecured
notes is affirmed reflecting its superior position in the capital
structure and, therefore, recovery prospects.

Pro forma for the private placement, Fitch believes Spansion's
liquidity improved slightly and was sufficient to meet near-term
financial obligations.  Pro forma liquidity as of March 31, 2007
was supported by:

    i) approximately $702 million of cash and cash equivalents
       and

   ii) approximately $256 million of available borrowings under
       the company's various existing credit facilities (subject
       to certain borrowing base and covenant limitations),
       including Spansion's undrawn $175 million senior secured
       U.S. revolving credit facility expiring 2010.  Fitch's
       expectations for cash burn of approximately $500 million
       in 2007 should be partially offset by approximately $150
       million of gross proceeds from Spansion's recently closed
       sale of its JV1 and JV2 manufacturing facilities to
       Fujitsu.

Pro forma for the refinancing, total debt at March, 31, 2007, was
approximately $1.15 billion and consisted of:

    i) the aforementioned $550 million senior secured notes due
       2013;

   ii) $250 million of 11.25% senior notes due 2016;

  iii) $207 million of 2.25% convertible senior subordinated
       debentures due 2016;

   iv) obligations under capital leases; and v) borrowings under
       various foreign credit facilities.


SPATIALIGHT INC: Mar. 31 Balance Sheet Upside-down by $9.3 Million
------------------------------------------------------------------
SpatiaLight Inc.'s balance sheet at March 31, 2007, showed
$5,759,914 in total assets and $15,071,535 in total liabilities,
resulting in a $9,311,621 total stockholders' deficit.

At March 31, 2007, the company's balance sheet also showed
strained liquidity with $789,760 in total current assets available
to pay $13,883,535 in total current liabilities.

Spatialight Inc. reported a net loss of $5,885,456 on revenue of
$46,448 for the first quarter ended March 31, 2007, compared with
a net loss of $5,632,669 on revenue of $85,694 for the same period
ended March 31, 2006.

Revenue from one customer, LG Electronics, accounted for 96% and
82% of total revenue for the three months ended March 31, 2007,
and 2006, respectively.  In March 2007, the company was informed
by LGE of their intent to discontinue production of rear
projection televisions.  

The company does not expect significant future sales to LGE and is
negotiating with LGE for termination compensation under their  
exclusive supply agreement.

The net loss for the first quarter of 2007 includes an asset
impairment loss of $1,429,925 related to the company's building in
South Korea.  

Non-cash interest expense was approximately $1,889,000 and
$1,013,000 for the three months ended March 31, 2007 and 2006,
respectively.  

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?1f42

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 23, 2007,
Odenberg, Ulakko, Muranishi & Co. LLP, in San Francisco, expressed
substantial doubt about SpatiaLight Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, negative cash
flows from operations, negative working capital position, and
stockholders' deficit.

                         About SpatiaLight

SpatiaLight Inc. (NasdaqCM: HDTV)-- http://www.spatialight.com/   
-- founded in 1989, manufactures high-resolution liquid crystal on
silicon imagers for use in high-definition display applications
such as rear projection televisions, monitors, front projection
systems, near-to-eye applications, micro-projectors and other
display applications.  The company's primary manufacturing
facility is located in South Korea.


STRATOS GLOBAL: Acquires Waiver Effective Until CIP Canada Buyout
-----------------------------------------------------------------
Stratos Global Corporation has received lender approval for a
waiver of the change of control and a related ancillary amendment
under the corporation's senior secured credit facility, in
connection with its pending transaction with CIP Canada Investment
Inc.  

The waiver and amendment would be effective upon the completion of
the acquisition by CIP Canada pursuant to the plan of arrangement
contemplated by the arrangement agreement on March 19, 2007.

As reported in the Troubled Company Reporter on March 26, 2007,
CIP Canada, under the terms of the agreement, would acquire
beneficial ownership of 100% of Stratos Global through a Plan of
Arrangement under the Canada Business Corporations Act for a cash
purchase price of CDN$6.40 per share.  The purchase price
represents a premium of 7% compared with the closing price of
Stratos shares on March 8, 2007, the day before an article
appeared in The Globe & Mail highlighting the possibility of a
sale of Stratos.  The premium is 15% compared with the most recent
30-day average through March 8 and 25% compared with the 90-day
average through that date.  The total transaction value, including
the assumption of net debt, is $576 million at current exchange
rates.

The transaction will be indirectly financed by a wholly owned
subsidiary of Inmarsat PLC, Inmarsat Finance III Limited.  There
is no financing condition to the obligations of CIP Canada to
consummate the transaction.  Arrangements and plans are in place
from third parties and Inmarsat Finance to address any debt
refinancing requirements at Stratos.  Inmarsat Finance will have a
call option exercisable beginning in April 2009, and expiring in
December 2010, to acquire 100% of Stratos from CIP, but will not
have any legal ownership in, or managerial control of Stratos.

                       About Stratos Global

Headquartered in St. John's, Newfoundland, Canada, with executive
offices in Bethesda, Maryland, Stratos Corporation (Nasdaq: STLW)
-- http://www.stratosglobal.com/-- is a publicly traded    
company that provides a range of mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  The company has offices in Canada, Brazil,
the United Kingdom, Norway, Germany, the Netherlands, Sweden,
Italy, Spain, Turkey, Russia, Kenya, South Africa, United Arab
Emirates, India, Hong Kong, Japan, Singapore, Australia and New
Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Moody's Investors Service confirmed Stratos Global Corporation's
B1 corporate family, Ba2 senior secured and B3 senior unsecured
ratings and lowered the company's speculative grade liquidity
rating to SGL-4 from SGL-3.  The outlook is negative.  The long
term ratings reflect a B1 probability of default and loss-given
default assessments of LGD 2, 24% on the senior secured debt and
LGD 5, 77% on the senior unsecured notes.


SUNFLOWER NORTON: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Sunflower Norton Apartments, L.P.
        P.O. Box 12
        South Pasadena, CA 91031

Bankruptcy Case No.: 07-13887

Chapter 11 Petition Date: May 14, 2007

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Charles Shamash, Esq.
                  Caceres & Shamash, L.L.P.
                  8383 Wilshire Boulevard, Suite 1010
                  Beverly Hills, CA 90211
                  Tel: (323) 852-1600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William Rosensweig, Esq.         trade debt             $56,050
Mathon & Rosenswerg, P.C.
9300 Wilshire Boulevard,
Suite 300
Beverly Hills, CA 90212


TANGER FACTORY: Earnings Down to $3 Million in First Quarter 2007
-----------------------------------------------------------------
Tanger Factory Outlet Centers Inc. reported a net income for the
first quarter 2007 was $3.3 million, as compared with
$14.8 million for the first quarter 2006.  Total revenues of
$53.2 million for the quarter ended March 31, 2007, as compared
with $48.2 million for the quarter ended March 31, 2006.

Funds from operations available to common shareholders of
$21.3 million for first quarter 2007.  The company had an FFO of
$18.9 million for the first quarter 2006.  

During the first quarter of the previous year, Tanger recognized a
net gain on the sale of real estate of $13.8 million associated
with the sale of the company's outlet centers located in Pigeon
Forge, Tennessee and North Branch, Minnesota.  As a result, the
company reported net income available to common shareholders of
$13.6 million for the first quarter of last year, as compared with
net income of $1.9 million for the first quarter of 2007.

                      Balance Sheet Summary

As of March 31, 2007, the company had total assets of $1 billion,
total liabilities of $725 million, minority interest in operating
partnership of $37.2 million, and total shareholders' equity of
$266.7 million.

On April 12, 2007, Tanger said its board of directors approved a
5.9% increase in the annual dividend on its common shares from
$1.36 per share to $1.44 per share.  Simultaneously, the board of
directors declared a quarterly dividend of $0.36 per share for the
first quarter ended March 31, 2007.  A cash dividend of $0.36 per
share will be payable on May 15, 2007 to holders of record on
April 30, 2007.  Tanger has increased its dividend each year since
becoming a public company in May of 1993.

As of March 31, 2007, Tanger had a total market capitalization of
about $2.3 billion, an increase of 13.1%, or $262 million since a
year ago.  The company had $677 million of debt outstanding.  As
of March 31, 2007, all of Tanger's debt was at fixed interest
rates and the company did not have any amounts outstanding on its
$200 million in available unsecured lines of credit.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f28

Stanley K. Tanger, chairman of the board and chief executive
officer, commented, "During the first quarter, we began to see the
accretion generated by our new centers in Charleston, South
Carolina and Wisconsin Dells, Wisconsin, both of which opened in
August of last year.  Our financial results also reflect the 3%
increase in same center net operating income generated throughout
our portfolio during the first quarter."

                    About Tanger Factory Outlet

Headquartered in Greensboro, North Carolina, Tanger Factory Outlet
Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is an  
integrated, self-administered and self-managed publicly traded    
REIT.  At Dec. 31, 2006, the company had 30 wholly owned centers   
in 21 states totaling 8.4 million square feet of total gross   
leasable area, as compared with 31 centers in 22 states totaling   
8.3 million square feet of GLA as of Dec. 31, 2005.

                          *     *     *

Tanger Factory Outlet Centers Inc. carries Moody's Ba1 preferred
stock rating.


TAVIS LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Tavis, L.L.C.
        6462 South Central
        Chicago, IL 60638

Bankruptcy Case No.: 07-08739

Chapter 11 Petition Date: May 14, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: David R. Herzog, Esq.
                  Herzog & Schwartz, P.C.
                  77 West Washington, Suite 1717
                  Chicago, IL 60602
                  Tel: (312) 977-1600

Estimated Assets: Unstated

Estimated Debts:  Unstated

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


TECUMSEH PRODUCTS: Posts $16.8 Million Net Loss in First Qtr. 2007
------------------------------------------------------------------
Tecumseh Products Company reported its 2007 first quarter
consolidated results.  Consolidated net sales from continuing
operations in the first quarter of 2007 increased to
$460.5 million from $446.1 million in 2006.  Consolidated net loss
for the first quarter of 2007 was $16.8 million compared to net
loss of $12.6 million in the first quarter of 2006.

During the second quarter of 2006, the company completed the sale
of 100% of its ownership in Little Giant Pump Company.  As
required by the company's lending agreements, the proceeds were
utilized to repay a portion of the company's debt.

At March 31, 2007, the company had total assets of $1.7 billion
and total liabilities of $916.4 million, resulting in a total
stockholders' equity of $789.8 million.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f35

                   Adequacy of Liquidity Sources

Historically, cash flows from operations and borrowing capacity
under previous credit facilities were sufficient to meet the
company's liquidity requirements.  However, in 2006 and the first
quarter of 2007 cash flows from operations were negative and the
company had to rely on existing cash balances, proceeds from
credit facilities and asset sales to fund its needs.  At March 31,
2007, the company had a negative cash flow from operations of
$50.8 million.  The company held cash and cash equivalents of
$48.7 million at the end of the first quarter 2007, as compared
with $81.9 million at the end of the fourth quarter 2006.

             First and Second Lien Credit Agreements

Throughout the first quarter, the company's main domestic credit
facilities were provided under a $250 million First Lien Credit
Agreement and a $100 million Second Lien Credit Agreement.  Both
agreements provide for security interests in substantially all of
the company's assets and specific financial covenants related to
EBITDA, capital expenditures, fixed charge coverage, and limits on
additional foreign borrowings.  During the first quarter, the
weighted average annual interest rate on the company's borrowings
under these agreements was 10.1%.

Under the terms of the First Lien Credit Agreement, as of
March 31, 2007, the company had the capacity for additional
borrowings under the borrowing base formula of $32.1 million in
the U.S. and $43.4 million in foreign jurisdictions.  Both the
First Lien Credit Agreement and the Second Lien Credit Agreement
have three-year terms, expiring in November 2009.

The company paid $625,000 in fees, plus expenses, to the First
Lien lender upon execution of the agreement.  In addition to fees
paid of $750,000, plus expenses, to the Second Lien lender, the
company also granted warrants to purchase a number of shares of
Class A Common Stock equal to 7% of the company's fully diluted
common stock.  These warrants, valued at $7.7 million, expire five
years from the date of the execution of the amendment to the
Second Lien credit agreement.  The sum of these costs will be
recorded as interest expense in the second quarter of 2007.

Interest on the Second Lien Agreement is equal to LIBOR plus 6.75%
plus paid in kind interest of 1.5%.  PIK interest accrues monthly
on the outstanding debt balance and is paid when the associated
principal is repaid.  

The Second Lien Credit Agreement provides for additional PIK
interest at the rate of 5% if outstanding debt balances are not
reduced by certain specified dates.  It also provides for an
additional 2.5% in PIK interest if certain assets are not sold by
Dec. 31, 2007.
                             Outlook

Overall, the company does not expect these factors to become any
more favorable in the foreseeable future.  Nonetheless, it expects
operating results of all three of its business segments to improve
in the second quarter of 2007 when compared to the results of the
comparable 2006 period.  As part of addressing the company's
liquidity needs, it is planning substantially lower levels of
capital expenditures in 2007.  Capital expenditures in 2007 are
projected to be about $28 million less than in 2006 and
$80 million less than in 2005.

The company is also evaluating the potential sale of product lines
or divisions of the company, the proceeds from which would be used
to reduce its debts.

Finally, the company is executing a conversion of its Salaried
Retirement Plan to a new Plan.  The company expects the conversion
will make net cash available in late 2007 or 2008 to the company
of about $55 million, while still fully securing the benefits
under the old Plan and funding the new Plan, without additional
annual contributions, for six to eight future years.

                         Legal Proceedings

On March 28, 2007, the company's Brazilian engine subsidiary, TMT
Motoco, was granted permission by the Brazilian court to pursue a
judicial restructuring, which is similar to U.S. Chapter 11
bankruptcy protection.  TMT Motoco has 60 days from the date the
judicial restructuring was granted to submit its restructuring
plan, although that deadline may, under certain circumstances, be
extended.  The facility suspended operations on the date it filed
for the judicial restructuring, and it has not been determined
whether or when it will re-open in the future.

The assets and liabilities of TMT Motoco at March 31, 2007, have
been removed from the company's consolidated balance sheets.

                 About Tecumseh Products Company

Headquartered in Tecumseh, Mich., Tecumseh Products Company
(Nasdaq: TECUA, TECUB) -- http://www.tecumseh.com/-- manufactures    
hermetic compressors for air conditioning and refrigeration
products, gasoline engines and power train components for lawn and
garden applications, submersible pumps, and small electric motors.   
The company has offices in Italy, United Kingdom, Brazil, France,
and India.


TEPPCO PARTNERS: Prices $300 Million Junior Notes Offering
----------------------------------------------------------
TEPPCO Partners L.P. has priced $300 million of fixed/floating
rate junior subordinated notes pursuant to a public offering.

The Notes have a 60-year final maturity and feature a fixed-rate
coupon of 7.00% for an initial 10-year period with an issue price
of $99.839.  After the initial 10-year period, the Notes will bear
interest at a floating rate.  The partnership expects to complete
the offering May 18, 2007.

Wachovia Capital Markets, LLC, J.P. Morgan Securities, Inc. and
SunTrust Capital Markets, Inc. acted as joint book-running
managers for the offering.  BNP Paribas Securities Corp.,
Greenwich Capital Markets, Inc., BNY Capital Markets, Inc.,
KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC were
co-managers for the offering.

The Issuer, any underwriter or any dealer participating in this
offering will arrange to send a prospectus to an investor if
requested by calling:

    * Wachovia Capital Markets, LLC
      Tel: (866) 289-1262 (toll-free)

    * J.P. Morgan Securities
      Tel: (212) 834-4533 (collect)

    * SunTrust Capital Markets, Inc.
      Tel: (800) 685-4786 (toll-free)


TEPPCO Partners, L.P. -- http://www.teppco.com/-- (NYSE:TPP) is a  
publicly traded partnership with an enterprise value of
approximately $5.5 billion, which conducts business through
various subsidiary operating companies.  TEPPCO owns and operates
refined petroleum products and liquefied petroleum gas pipelines;
owns and operates petrochemical and natural gas liquid pipelines;
is engaged in transportation, storage, gathering and marketing of
crude oil; owns and operates natural gas gathering systems; and
has ownership interests in Jonah Gas Gathering Company, Seaway
Crude Pipeline Company, Centennial Pipeline LLC, and an undivided
ownership interest in the Basin Pipeline.  Texas Eastern Products
Pipeline Company, LLC, a subsidiary of Enterprise GP Holdings
L.P., is the general partner of TEPPCO Partners, L.P.


TEPPCO PARTNERS: S&P Rates Proposed $300 Million Jr. Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
midstream energy company TEPPCO Partners L.P.'s proposed $300
million junior subordinated notes.  Standard & Poor's also
affirmed its 'BBB-' corporate credit rating on the company.
     
The proceeds from the notes will be used to reduce debt and for
general corporate purposes.  The outlook is stable.
     
Houston, Texas-based TEPPCO has about $1.5 billion of debt.
     
Standard & Poor's regards the notes as having an intermediate
level of equity credit because of the long 60-year maturity, the
ability to defer interest payments up to 10 years, and the
subordinated position of the notes in the Enterprise capital
structure.
     
The ratings on TEPPCO reflect relatively stable cash flows, a
diverse customer mix, and limited commodity risk, offset by an
aggressive midstream growth strategy, weak distribution coverage,
and high leverage relative to some similarly rated energy master
limited partnerships.
      
"The stable outlook on TEPPCO reflects projected new investments
that will produce earnings and cash flow to improve the company's
distribution coverage and leverage levels," said Standard & Poor's
credit analyst Todd Shipman.


THREE ESTATES: Chapter 15 Petition Summary
------------------------------------------
Petitioner: Go Ishikawa
            Kalamoto and Ishikawa
            Kanbe-Tochi Akasaka #2F
            8-14, Akasaka 1-Chome, Minato-ku
            Tokyo, Japan 107-0052

Debtor: Three Estates Company, Ltd.
        fka Sanshusha Publishing

Case No.: 07-23597

Type of Business: The Debtor is a publishing company that
                  specializes in printing university-level
                  textbooks, dictionaries and testing materials
                  for languages including German, English, French
                  and Chinese.  See http://www.sanshusha.co.jp/

                  The Debtor filed for bankruptcy in Tokyo on
                  June 26, 2006 (Case No. HEISEI 18-FU-8844).

Chapter 15 Petition Date: May 15, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Petitioner's Counsel: David N. Chandler, Esq.
                      David N. Chandler, P.C.
                      1747 Fourth Street
                      Santa Rosa, CA 95404
                      Tel: (707) 528-4331

Total Assets: $80,000

Total Debts:  $0


TSM DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: TSM Development, L.L.C.
        dba Owl Ridge
        7785 Highland Meadows Parkway
        Windsor, CO 80528

Bankruptcy Case No.: 07-14915

Type of Business: The Debtor is a home builder.  See
                  http://www.owlridge.net/

Chapter 11 Petition Date: May 14, 2007

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Page Specialty Company                                  $13,403
5877 South Fulton Way
Greenwood Village, CO
80111-3719

C.G.&S. Co., Inc.                                        $3,120
2009-2nd Avenue
Greeley, CO 80631-7201

Crow Creek Construction,                                 $1,024
L.L.C.
7251 West 20th Street,
Suite L-101
Building L, Suite 101
Greeley, CO 80634

Uticor Professional Management                           $1,012


USEC INC: Earns $39.3 Million in First Quarter Ended March 31
-------------------------------------------------------------
USEC Inc. reported net income of $39.3 million in the first
quarter ended March 31, 2007, as compared with $34.6 million in
the same quarter of 2006.  Pro forma net income before American
Centrifuge expenses was $61 million in the first quarter of 2007,
as compared to $47.3 million in the same period last year.

Revenue for the first quarter was $465 million, an increase of
$103.7 million over the same period in 2006.  Revenue from the
sales of SWU was $405 million, compared to $234 million in the
first quarter of 2006.  The $171 million improvement reflects a
56% increase in volume of separative work units sold and an 11%
increase in average prices billed to customers.  Uranium revenue
was $15.8 million compared to $75.8 million last year, reflecting
a limited number of deliveries this year.  Revenue from the
company's U.S. government contracts segment was $44.2 million
compared to $51.5 million in the prior year, reflecting reduced
DOE and other contract work, and lower revenue from subsidiary NAC
International.

Cost of sales in the first quarter for SWU and uranium was
$353.2 million, an increase of $127.5 million or 56% due to an
increase in SWU sales volume and SWU and uranium unit costs.  Cost
of sales for SWU reflects monthly moving average inventory costs
based on production and purchase costs.  The unit cost of sales
per SWU during the quarter was 8% higher than the year before,
reflecting a 44% increase in production costs per SWU due to
higher power costs and higher purchase prices paid to Russia.
Purchase prices paid to Russia are set by a market-based pricing
formula and have increased as market prices have increased in
recent years.  Cost of sales for U.S. government contracts was
$38.6 million, a reduction of $5 million or 11% compared to the
same quarter last year.

The company's cost of sales increased during the first quarter and
will continue to increase during 2007 as a result of a greater
than 50% increase in the price USEC pays for electric power used
by the gaseous diffusion plant in Paducah, Kentucky.

The improved year-over-year financial results reflect the impact
of about $16.9 million of non-cash reversals of prior income tax-
related accruals.  The gross profit margin fell to 15.7% from
25.5% in the same quarter last year, as higher revenue in 2007 was
offset by the increasing impact of higher electric power costs and
higher purchase costs from Russia.

                            Cash Flow

At March 31, 2007, USEC had a cash balance of $238.6 million,
compared to $171.4 million at Dec. 31, 2006, and $21.6 million at
March 31, 2006.  Cash flow from operations in the first quarter
generated $87.5 million, compared to $37.1 million in the
corresponding period in 2006.  The $50.4 million difference was
primarily due to timing of payments to Russia under the Megatons
to Megawatts program and higher customer collections where revenue
and earnings are deferred until delivery.

Capital expenditures totaled $16.1 million for the first quarter,
compared to $7.5 million for the corresponding period of 2006.  
The majority of capital expenditures were related to the American
Centrifuge project, as noted above.

At March 31, 2007, the company's balance sheet showed total assets
of $2 billion, and total liabilities of $1 billion, resulting in a
total stockholders' equity of $1 billion.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f34

"In line with the guidance we have been providing since last
summer, USEC's gross profit margin declined substantially in the
first quarter as the higher cost of electric power for the Paducah
plant works through our SWU inventory," said John K. Welch,
president and chief executive officer.

"Spending on American Centrifuge was higher, reflecting our work
to prepare the Piketon facility for commercial plant construction
and to assemble and install the first American Centrifuge machines
that will make up the Lead Cascade.  We are on track to begin Lead
Cascade operations in mid-2007 and meet our revised performance
milestone with the Department of Energy," he added.

                       2007 Outlook Update

USEC has updated its earnings guidance for 2007 to reflect the
impacts of about $16.9 million of non-cash reversals of prior
income tax-related accruals.  The company now expects net income
to be about breakeven for the full year based on these reversals.
The company reiterates its previous guidance provided in its Form
10-K for cash flow from operations in 2007 of negative $65 million
to $75 million.

                         About USEC, Inc.

Headquartered in Bethesda, Maryland, USEC, Inc. (NYSE: USU) --
http://www.usec.com/-- is a global supplier of low enriched    
uranium to nuclear power plants and is the exclusive executive
agent for the U.S. Government under the Megatons to Megawatts
program with Russia.  

                          *     *     *

As reported in the Troubled Company Reporter on April 13, 2007,
Moody's Investors Service downgraded USEC Inc.'s corporate family
rating to B3 from B1 and downgraded the rating on the company's
senior unsecured debt to Caa2 from B3.  The rating outlook is
negative.  This concludes Moody's review of USEC, which was placed
under review for possible downgrade on Feb. 15, 2007.


WATER TOWER: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: The Water Tower, Inc.
        c/o Raphael Cobo
        558 Humbolt Street
        Brooklyn, NY 11222

Bankruptcy Case No.: 07-35694

Chapter 11 Petition Date: May 14, 2007

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  99 Park Avenue, Suite 800
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 953-7755

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Receiver of Taxes                property tax            $5,436
Town of Tuxedo
P.O. Box 607
Tuxedo, NY 10987


WORLDWATER & SOLAR: March 31 Balance Sheet Upside-Down by $3 Mil.
-----------------------------------------------------------------
Worldwater & Solar Technologies Corp.'s balance sheet at March 31,
2007, showed $13,666,916 in total assets, $3,785,368 in total
liabilities, and $12,884,388 in total convertible redeemable
preferred stock, resulting in a $3,002,840 total stockholders'
deficit.

Worldwater & Solar Technologies Corp. reported a net loss of
$2,130,062 on total revenues of $949,277 for the first quarter
ended March 31, 2007, compared with a net loss of $3,575,598 on
total revenues of $1,956,949 for the same period last year.

The decreased loss is primarily due to the increased loss from
operations of $239,000, offset by decreases in warrant inducement
fees of $992,000, interest expense of $492,000, debt sourcing fees
of $158,000, and an increase in interest income of $43,000.

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?1f40

                     About WorldWater & Solar

WorldWater & Solar Technologies Corp. fka WorldWater & Power Corp.
(OTC BB: WWAT.OB) --http://www.worldwater.com/-- is a full-
service, international solar electric engineering and water
management company with unique, high-powered and patented solar
technology that provides solutions to a broad spectrum of the
world's electricity and water supply problems.


* KPMG LLP Picks Teresa Pesce to Lead Anti-Money Laundering Dept.
-----------------------------------------------------------------
KPMG LLP disclosed that former federal prosecutor and banking
executive, Teresa Pesce, 47, has joined the firm's forensic
practice to lead its Anti-Money Laundering service line.  

In addition, she will help direct criminal and regulatory
investigations for clients. She is based in New York.
    
"Terry brings to KPMG more than 15 years of experience in
investigating fraud and money laundering," Richard H. Girgenti,
KPMG's national practice leader for Forensic, said.  "Her
tremendous financial-services industry and law-enforcement
experience will help KPMG to maintain its leadership position in
the AML service area, well as take advantage of a strong market
demand for the company's related services."
    
Pesce will be responsible for the day-to-day operations of the AML
practice, in addition to advising clients on conducting internal
corporate investigations and assisting with regulatory and law
enforcement investigations, such as those involving financial
fraud and the Foreign Corrupt Practices Act.
    
Prior to joining KPMG, Pesce was executive vice president and
headed the North American anti-money laundering unit for the
global financial services company HSBC.  In that position, she
created new compliance programs, policies and procedures and led
the formation of an anti-money laundering function across North
America, and was part of a global team that included work in
London, Hong Kong, Brazil, Mexico and the Middle East.
    
Prior to joining HSBC, Pesce spent 11 years with the U.S.
Attorney's office in New York City, where she became chief of the
office's Major Crimes Unit and prosecuted white collar, bank
fraud, money laundering, wire fraud, tax fraud, investment fraud
and computer crimes.  During the last four years of her tenure,
Pesce was the supervising attorney on all anti-money laundering
matters.
    
Girgenti pointed out that KPMG continues to grow its anti-money
laundering unit, disclosing in January the addition of two former
Internal Revenue Service special agents, James Dowling and Don
Temple.  "The combined experience, industry depth and global reach
of KPMG's anti-money laundering team help us provide superior
service to the company's clients, no matter where they have
operations," he said.
    
Early in her career, Pesce was a law clerk for U.S. District Judge
Robert W. Sweet in the Southern District of New York, and later
worked at Fried, Frank, Harris, Shriver & Jacobson as a litigation
associate in the firm's general commercial practice, which
included securities litigation, environmental law, bankruptcy,
criminal appeals, mergers and acquisitions, and intellectual
property.
    
A frequent public speaker on industry and regulatory issues, Pesce
holds several bar admissions, including the New York Appellate
Division; U.S. District Courts in the Southern and Eastern
districts of New York, and U.S. Courts of Appeal in the Second,
Seventh, and Federal circuits.
    
Pesce received a juris doctorate from Columbia University School
of Law, where she was managing editor of the Law Review, and a
Bachelor of Arts degree from Columbia University, with honors in
History.

                          About KPMG LLP

KPMG LLP -- http://www.us.kpmg.com/-- is the U.S. member firm of  
KPMG International and is an audit, tax and advisory firm with
113,000 professionals, including more than 6,800 partners, in
148 countries.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Marick Foods, Inc.
   Bankr. W.D. Tex. Case No. 07-30487
      Chapter 11 Petition filed May 1, 2007
         See http://bankrupt.com/misc/txwb07-30487.pdf

In re CBW Industries, Inc.
   Bankr. W.D. Tex. Case No. 07-51097
      Chapter 11 Petition filed May 1, 2007
         See http://bankrupt.com/misc/txwb07-51097.pdf

In re Olivier J. Bourgoin
   Bankr. W.D. Tex. Case No. 07-51104
      Chapter 11 Petition filed May 1, 2007
         See http://bankrupt.com/misc/txwb07-51104.pdf

In re Industrial Wellness Center, Inc.
   Bankr. E.D. Tex. Case No. 07-40930
      Chapter 11 Petition filed May 2, 2007
         See http://bankrupt.com/misc/txeb07-40930.pdf

In re Fisk Area Wide Services, Inc.
   Bankr. W.D. Tex. Case No. 07-10807
      Chapter 11 Petition filed May 2, 2007
         See http://bankrupt.com/misc/txwb07-10807.pdf

In re Joe Edd Looney, Jr.
   Bankr. E.D. Ark. Case No. 07-12308
      Chapter 11 Petition filed May 3, 2007
         See http://bankrupt.com/misc/akeb07-12308.pdf

In re Diamond Spring Enterprise, L.L.C.
   Bankr. D. N.J. Case No. 07-16192
      Chapter 11 Petition filed May 3, 2007
         See http://bankrupt.com/misc/njb07-16192.pdf

In re Dell's Firearm Specialists, Inc.
   Bankr. E.D. Pa. Case No. 07-12628
      Chapter 11 Petition filed May 3, 2007
         See http://bankrupt.com/misc/paeb07-12628.pdf

In re Roy Bartley Contracting, Inc.
   Bankr. W.D. Pa. Case No. 07-22800
      Chapter 11 Petition filed May 3, 2007
         See http://bankrupt.com/misc/pawb07-22800.pdf

In re Price Village Family Medical Clinic, Inc.
   Bankr. S.D. Tex. Case No. 07-10277
      Chapter 11 Petition filed May 3, 2007
         See http://bankrupt.com/misc/txsb07-10277.pdf

In re Galindo Masonry, Inc.
   Bankr. C.D. Calif. Case No. 07-12461
      Chapter 11 Petition filed May 4, 2007
         See http://bankrupt.com/misc/cacb07-12461.pdf

In re FCE Consultants, Inc.
   Bankr. D. Conn. Case No. 07-31009
      Chapter 11 Petition filed May 4, 2007
         See http://bankrupt.com/misc/ctb07-31009.pdf

In re Silent Partner Holdings, L.L.C.
   Bankr. D. Mass. Case No. 07-41695
      Chapter 11 Petition filed May 4, 2007
         See http://bankrupt.com/misc/mab07-41695.pdf

In re Greater Metropolitan Restoration Center
   Bankr. M.D. N.C. Case No. 07-10634
      Chapter 11 Petition filed May 4, 2007
         See http://bankrupt.com/misc/ncmb07-10634.pdf

In re Cecil Robert Clark
   Bankr. W.D. Tex. Case No. 07-10815
      Chapter 11 Petition filed May 4, 2007
         See http://bankrupt.com/misc/txwb07-10815.pdf

In re Yolanda B. Suarez
   Bankr. C.D. Calif. Case No. 07-11482
      Chapter 11 Petition filed May 7, 2007
         See http://bankrupt.com/misc/cacb07-11482.pdf

In re Brookema Company
   Bankr. N.D. Ill. Case No. 07-08299
      Chapter 11 Petition filed May 7, 2007
         See http://bankrupt.com/misc/ilnb07-08299.pdf

In re Technological Solutions International, L.P.
   Bankr. D. Mont. Case No. 07-60480
      Chapter 11 Petition filed May 7, 2007
         See http://bankrupt.com/misc/mtb07-60480.pdf

In re Boylan International, Ltd.
   Bankr. S.D. N.Y. Case No. 07-11372
      Chapter 11 Petition filed May 7, 2007
         See http://bankrupt.com/misc/nysb07-11372.pdf

In re VMB Enterprises, Inc.
   Bankr. M.D. Pa. Case No. 07-51115
      Chapter 11 Petition filed May 7, 2007
         See http://bankrupt.com/misc/pamb07-51115.pdf

In re Greenwald Automotive, Inc.
   Bankr. W.D. Pa. Case No. 07-22951
      Chapter 11 Petition filed May 7, 2007
         See http://bankrupt.com/misc/pawb07-22951.pdf

In re US Starcraft Corporation
   Bankr. W.D. Wash. Case No. 07-12068
      Chapter 11 Petition filed May 7, 2007
         See http://bankrupt.com/misc/wawb07-12068.pdf

In re Iris Malcolm
   Bankr. N.D. Ga. Case No. 07-11106
      Chapter 11 Petition filed May 8, 2007
         See http://bankrupt.com/misc/ganb07-11106.pdf

In re Mark L. Silverman, M.D., J.D., P.C.
   Bankr. E.D. Mich. Case No. 07-49052
      Chapter 11 Petition filed May 8, 2007
         See http://bankrupt.com/misc/mieb07-49052.pdf

In re American Expediting Services, Inc.
   Bankr. E.D. Mich. Case No. 07-49076
      Chapter 11 Petition filed May 8, 2007
         See http://bankrupt.com/misc/mieb07-49076.pdf

In re G.D.D.L., Inc.
   Bankr. W.D. Pa. Case No. 07-22965
      Chapter 11 Petition filed May 8, 2007
         See http://bankrupt.com/misc/pawb07-22965.pdf

In re Inside the Circle, Ltd.
   Bankr. W.D. Wash. Case No. 07-12084
      Chapter 11 Petition filed May 8, 2007
         See http://bankrupt.com/misc/wawb07-12084.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
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
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re-mailing and photocopying) is strictly prohibited without prior
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                    *** End of Transmission ***