TCR_Public/070522.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 22, 2007, Vol. 11, No. 120

                             Headlines

ACURA PHARMA: Completes $1.2 Million Bridge Funding Draw Down
ACXIOM CORPORATION: Earns $70.7 Million in Full 2007 Fiscal Year
ADELPHIA COMMS: Motorola Agrees to Pay $25 Million for ACOM Fraud
ADVANSTAR COMM: Extends Expiration Date of Tender Offer to May 30
AIRTRAN AIRWAYS: Reaches Tentative Agreement With Pilots' Union

ALL AMERICAN: Committee Turns to Mesirow for Financial Advice
ALL AMERICAN: Court Approves $25 Million DIP Financing
ALLTEL CORP: Inks $27.5 Bil. Merger Deal with TPG Capital & GSCP
ALLTEL CORP: $25 Bil. Buyout Cues S&P to Slash Ratings to BB
AMERICAN MEDIA: Inks Consent Pacts with Holders of Senior Notes

AMF BOWLING: S&P Junks Rating on $105 Million Second-Lien Loan
ATHERTON FRANCHISEE: S&P Upgrades Rating on Class B Notes to B+
BANC OF AMERICA: Fitch Pares Rating on 2004-10, Class 15-B5 to C
BAYONNE MEDICAL: Has Until May 31 to File Schedules & Statement
BELL MICROPRODUCTS: Gets Additional Nasdaq Non-Compliance Notice

BERTHEL GROWTH: Earns $76,758 in Quarter Ended March 31
BOMBARDIER INC: S&P Revises Outlook to Stable from Negative
BONTEN MEDIA: Moody's Junks Rating on $125 Mil. Senior Sub. Notes
CANARGO ENERGY: Swaps $15MM Convertible Debt for Shares in Tethys
CAPRI RESORT: Case Summary & Seven Largest Unsecured Creditors

CANYON CAPITAL: S&P Upgrades Rating and Removes Positive Watch
CATHOLIC CHURCH: San Diego Wants Court to Set Bar Date
CATHOLIC CHURCH: San Diego's Panel Wants Longer Bar Date Period
CITIGROUP MORTGAGE: Moody's Rates Class M-10 Cert. at (P)Ba1
CLIPPER CITY: Case Summary & 20 Largest Unsecured Creditors

COMMUNICATION INTELLIGENCE: Posts $807,000 Net Loss in 1st Quarter
CONVERSION SERVICES: Posts $2,650,303 Net Loss in First Quarter
COURTNEY CONSTRUCTION: Case Summary & 40 Largest Unsec. Creditors
DAIMLERCHRYSLER: Hopes to Reduce Debt After Chrysler Sale Closes
DAIMLERCHRYSLER AG: Sells 50% stake in China's Yaxing Benz Ltd.

DAVE & BUSTER'S: Posts $11.6 Million Net Loss in Fiscal Year 2006
DELPHI CORP: Seeks Court Approval on IRS Pension Plan Waivers
DELPHI CORP: Wants Court Nod on EDS Settlement Agreement
DELTA MILLS: Gets $3.75 Million Offer for South Carolina Plant
DORMITORY AUTHORITY: S&P Cuts Rating on Bonds to BB+

DYNEGY HOLDINGS: Fitch Rates $1.65B Senior Unsecured Notes at B+
EAGLE BROADBAND: Sells Fiber Network to Optical Ent. for $1.9 Mil.
EMI GROUP: Board Recommends Terra Firma's GBP2.4 Billion Offer
FORD MOTOR: Wixom Assembly Plant in Michigan to Close on May 31
GAINEY CORP: Weak Performance Cues S&P's Negative Outlook

GAMESTOP CORP: Debt Reduction Cues S&P to Lift Ratings
GAP INC: 4-Week Ended May 5, 2007 Sales Down 11% to $1.09 Billion
GE CAPITAL: Fitch Holds C Ratings on Three Loan Certificates
GENERAL MOTORS: To Invest $332 Mil. in Toledo Transmission Plant
GENERAL MOTORS: To Invest $61 Million in New Casting Technology

GENERAL MOTORS: Marketing VP Michael Jackson to Resign on June 15
GLOBAL CROSSING: March 31 Balance Sheet Upside-Down by $290 Mil.
GRAHAM PACKAGING: March 31 Balance Sheet Upside-Down by $624 Mil.
GYOUZI INC: Voluntary Chapter 11 Case Summary
HAWAIIAN TELCOM: Moody's Lowers Corporate Family Rating to B2

HAWAIIAN TELCOM: Refinancing Plan Prompts S&P's Stable Outlook
HEWETT'S ISLAND: Notes Redemption Cues S&P to Withdraw Ratings
HEXION SPECIALTY: March 31 Balance Sheet Upside-Down by $1.4 Bil.
HSI ASSET: Fitch Holds BB+ Ratings on Two Class M-11 Certificates
IMAX CORP: Faces NASDAQ Delisting Due to Delayed Filing

INTELSAT LTD: March 31 Balance Sheet Upside-Down by $644.3 Million
JAFRA COSMETICS: S&P Withdraws Low-B Ratings
KARA HOMES: Hires Keen Realty as Special Real Estate Consultant
KB HOME: Inks Exclusivity Period Pact on Sale of French Unit Stake
LIBERTY BRANDS: Organizational Meeting Scheduled for Thursday

LIGHTPOINT CLO: Moody's Rates $17 Million Class D Notes at Ba2
LIN TV: Engages J.P. Morgan to Explore Strategic Alternatives
MADISON FISH: Case Summary & Largest Unsecured Creditor
MEGA BRANDS: Weak Performance Cues S&P to Downgrade Ratings
METCARE RX: Court Approves Platzer Swergold as Committee Counsel

METCARE RX: Committee Taps BDO Seidman as Financial Advisor
MGM MIRAGE: Stockholder in Talks to Buy Bellagio & City Properties
MICRO COMPONENT: Posts $159,000 Net Loss in Quarter Ended March 31
MIRANT CORP: Fitch Holds Ratings on Neg. Watch on Possible Sale
MORGAN STANLEY: S&P Holds B- Rating on $3 Million Class A-8 Notes

NATIONAL CINEMEDIA: Earns $0.7 Million in Quarter Ended Dec. 28
NEFF RENTAL: Gets Valid Consents from Holders of Two Senior Notes
NEW CENTURY: Court Denies Motion for Appointment of Ch. 11 Trustee
NEW CENTURY: Gets Court Okay to Hire O'Melveny & Myers as Counsel
NEW CENTURY: Hires Hennigan Bennett & Dorman as Special Counsel

NEW CENTURY: Fitch Cuts Ratings on Three Note Classes to Low B
OUR LADY OF MERCY: U.S. Trustee Picks 7-Member Creditors' Panel
OUR LADY OF MERCY: Creditors' Panel Hires Alston & Bird as Counsel
RELIANT ENERGY: Fitch Lifts Rating on Senior Secured Debt to BB
REUNION INDUSTRIES: Posts $794,000 Net Loss in Qtr Ended March 31

ROCKAWAY BEDDING: Files Schedules of Assets and Liabilities
ROCKAWAY BEDDING: U.S. Trustee Appoints Seven-Member Committee
ROCKAWAY BEDDING: Court Okays Fox Rothschild as Panel's Counsel
ROPER INDUSTRIES: Improvements Prompt S&P to Upgrade Ratings
SCOTTISH RE: Launches Search for CEO Paul Goldean's Successor

SCOTTISH RE: North America Segment CEO Clifford Wagner to Resign
SINCLAIR BROADCAST: Unit to Redeem Additional $45 Million Notes
SOLERA HOLDINGS: IPO Completion Prompts S&P's Positive Outlook
SOLOMON DWEK: Trustee Hires Keen Realty as Real Estate Consultant
SOLUTIA INC: Files Amended Plan and Disclosure Statement

SOLUTIA: Unsecured Creditors to Get 84.9% Under Amended Plan
SOLUTIA INC: Enterprise Value Under Amended Plan May Reach $3.2BB
SOLUTIA INC: Sees $633 Mil. Earnings for 2007 Under Amended Plan
STRATOS INT'L: Okays Sale of Company to Emerson for $118 Million
STRUCTURED ASSET: Moody's Rates Classes B1 & B2 Certs. at Low-B

STRUG-DIVISION LLC: Voluntary Chapter 11 Case Summary
SUNBEAM ACQUISITION: Moody's Assigns B2 Corporate Family Rating
TANGER FACTORY: Shareholders OK Articles of Incorporation Changes
TAX GROUP: Organizational Meeting Scheduled on May 30, 2007
TEEKAY SHIPPING: Earns $76.4 Million in First Quarter 2007

TERWIN MORTGAGE: Fitch Cuts Class B-5's Rating to CCC/DR2
TRANSMETA CORP: Posts $18,734,000 Net Loss in Qtr Ended March 31
TRAPEZA CDO: Fitch Lifts Rating on $3.9 Mil. Class E Notes to BBB-
TRIBUNE COMPANY: Moody's Rates Proposed $1.5 Billion Loan at Ba2
TRIBUNE CO: S&P Says Ratings Remain Despite Deal Revision

VIEWPOINT CORP: Posts $2 Million Net Loss in Qtr Ended March 31
VIRAGEN INC: Mulls Filing Application to Strike Amex Stock Listing
VISTEON CORP: Names Michael Widgren as Chief Accounting Officer
VISTEON CORP: Inks Letter Agreement with LB Group and Ford Motor
WARNER MUSIC: Sweetens GBP2.1 Billion EMI Bid with Break-Up Fee

WERNER LADDER: Wants June 16 Set as Administrative Claims Bar Date
WERNER LADDER: Asks June 30 Exclusive Plan Filing Period Extension
WHITE MOUNTAINS: Unit to Sell 250,000 Fixed/Floating Pref. Shares
WILLIAMS COS: Sells Power Assets to Bear Energy for $512 Million
XILINX INC: S&P Cuts Rating on $900 Million Jr. Debentures to BB

* Large Companies with Insolvent Balance Sheets

                             *********

ACURA PHARMA: Completes $1.2 Million Bridge Funding Draw Down
-------------------------------------------------------------
Acura Pharmaceuticals Inc. has completed the draw down of the
$1.2 million bridge funding commitment from Essex Woodlands Health
Ventures V L.P., Care Capital Investments II L.P., Care Capital
Offshore Investments II L.P., Galen Partners III L.P., Galen
Partners International III L.P. and Galen Employee Fund III L.P.

In March and April of 2007, the company had drawn a total of
$600,000 against the March Bridge Loan Commitment.  On May 17,
2007 the remainder of $600,000 under the March Bridge Loan
Commitment was received by the company.  Advances under the March
Bridge Loan Commitment bear interest at the rate of 10% per annum,
are secured by a lien on all assets of the company and its
subsidiary, mature on Sept. 30, 2007 and are senior to all other
company debt.  Including the $600,000 secured today, the company
has a total of $9.9 million in bridge loans outstanding and due on
Sept. 30, 2007.

The Bridge Lenders have the right to convert the Bridge Loans into
the company's common stock at certain specified prices per share
upon the occurrence of any one of certain triggering events
including:

    1) the completion of a third-party equity financing providing
       gross proceeds to the company in the aggregate amount of at
       least $5 million;

    2) a change of control transaction; or

    3) upon the maturity of the Bridge Loans.

The Bridge Loan Amendment may be reviewed in the company's
Form 8-K filed with the Securities and Exchange Commission.

                 Use of Proceeds and Cash Reserves

The company will utilize the net proceeds from the March 2007
Bridge Loan to fund product development and licensing activities
for its Aversion(R) Technology and related product candidates.  
The company estimates that its current cash reserves, including
the net proceeds from the March 2007 Bridge Loan, will fund
operations through mid June 2007.  To continue operating
thereafter, the company must raise additional financing or enter
into appropriate collaboration agreements with third parties
providing for cash payments to the company.  No assurance can be
given that the company will be successful in obtaining any such
financing or in securing collaborative agreements with third
parties on acceptable terms, if at all, or if secured, that such
financing or collaborative agreements will provide for payments to
the company sufficient to continue funding operations.  In the
absence of such financing or third-party collaborative agreements,
the company will be required to scale back or terminate operations
and/or seek protection under applicable bankruptcy laws.

                    About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals Inc.
(OTCBB: ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative Aversion(R)(abuse deterrent) Technology
and related product candidates.

                       Going Concern Doubt

BDO Seidman LLP in Chicago, expressed substantial doubt about
Acura Pharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.


ACXIOM CORPORATION: Earns $70.7 Million in Full 2007 Fiscal Year
----------------------------------------------------------------
Acxiom(R) Corporation reported full-year and fourth-quarter
financial results for fiscal 2007 ended March 31, 2007.  Full 2007
fiscal-year results include revenue of $1.4 billion and income
from operations of $158.8 million.  Net earnings for the full 2007
fiscal year were $70.7 million, as compared with $64.1 million for
the full 2006 fiscal year.

Fourth-quarter results include revenue of $357.3 million, income
from operations of $29.3 million, operating cash flow of
$76.5 million and free cash flow available to equity of
$15.4 million.  Net earnings for the fourth quarter of 2007 were
$6.3 million, as compared with $23.1 million for the fourth
quarter of 2006.

The reported results, excluding unusual charges, met the company's
expectations and consensus analysts' estimates of $0.20 earnings
per share for the quarter.

The quarter results include the impact of pretax charges of
$9.7 million and income tax expense of $3.8 million related to
closing Acxiom's business in Spain, cost of severance and
retirement of debt in the U.S. and additional research tax credit
reserves that reduced diluted EPS for the fourth quarter by $0.12.

At March 31, 2007, the company listed $1.6 billion in total
assets, $1.1 billion in total liabilities, and $521.3 million in
total stockholders' equity.

                   New Organizational Structure

Acxiom also disclosed a new organizational alignment designed to
increase focus on its three core areas of business.  The new
organizational structure reflects the unique characteristics
within each area of the business and will facilitate the execution
of operational strategies designed to maximize financial
performance in each division.  The re-segmentation took effect
April 1, 2007, the first day of the company's fiscal year 2008.

"This change is all about bringing focus and dedicated management
to each key area of our business," Acxiom chairman and chief
executive Charles D. Morgan said.  "We believe this structure more
closely aligns with our overall mission and therefore will lead to
greater returns for our shareholders."

In fiscal 2007, Acxiom:

     -- Was named as one of the top 30 providers of financial
        services in the "FinTech 100" listing of the top
        technology providers as complied by American Banker and
        the research firm Financial Insights.

     -- Saw its Acxiom Digital business ranked No. 17 by
        Advertising Age magazine on its list of top 50
        interactive agencies based on annual U.S. revenues.

     -- Was included on Forbes magazine's "Platinum 400" list of
        the best large publicly traded companies in America.

                              Outlook

Acxiom's Board of Directors has approved a business plan for
fiscal 2008 of $1.02 in earnings per share.  The company continues
to focus on its initiatives to improve performance and is in the
process of restructuring into the three new divisions previously
explained.

                           About Acxiom

Based in Little Rock, Arkansas, Acxiom(R) 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.


ADELPHIA COMMS: Motorola Agrees to Pay $25 Million for ACOM Fraud
-----------------------------------------------------------------
The Securities and Exchange Commission has issued an order
instituting cease-and-desist proceedings, making findings,
pursuant to Section 21C of the Securities Exchange Act of 1934
against Motorola Inc.

Adelphia Communications Corp. and its debtor-affiliates had
commenced an adversary proceeding asserting that Motorola is
liable for assisting the fraud that led to Adelphia's collapse.  
Motorola allegedly participated in phony marketing transactions
that Adelphia used to inflate earnings by $46,300,000 in 2000 and
2001.

According to the SEC, "the transaction had no economic substance,
amounting to a round-trip of cash, and was designed by Adelphia
to increase artificially" its earnings.

The SEC has also determined that Motorola employees were aware of
a number of unusual and unique facts, which together demonstrated
that Adelphia was misusing the marketing support agreement.  Those
facts include:

   (i) Adelphia's request to increase the cost of Motorola set-
       top boxes was the first time a customer had asked the
       Motorola executives involved in the transaction to
       increase the price of Motorola's products;

  (ii) the marketing support agreement, which Adelphia provided
       to Motorola, contained a false reason for the price
       increase;

(iii) Motorola executives insisted as a condition to entering
       into the transaction that Adelphia provide a letter from
       its counsel that Adelphia would not use the transaction in
       contravention of federal regulations governing cable
       television rates -- instead, an Adelphia finance executive
       who was later implicated in the fraud signed the letter;

  (iv) the marketing support agreement did not contain any
       details of marketing to be done by Adelphia and required
       no input from Motorola's marketing department;

   (v) the marketing support agreement was backdated and the
       price increase and marketing support payment obligation
       were made retroactive to the beginning of the prior fiscal
       year and applied to products that had already been sold to
       and paid for by Adelphia;

  (vi) the transaction was a "wash" transaction with no economic
       impact on Motorola; and

(vii) Motorola did not treat the transaction as a marketing
       transaction for accounting purposes.

Accordingly, the SEC directs Motorola to cease and desist from
committing or causing any violations and any future violations of
Sections 13(a) and 13(b)(2)(A) of the Securities Exchange Act of
1934 and Rules 12b-20, 13a-1, and 13a-13 thereunder.

The SEC also directs Motorola to pay $25,000,000 in disgorgement
and prejudgment interest to the Registry of the Court for the
United States District Court for the Southern District of New
York, in the case captioned SEC v. Adelphia Communications Corp.,
et al., 02 Civ. 5776 (PKC).  The funds will be held in the
Registry pending the approval of a plan to distribute the funds
to the victims of the Adelphia fraud.

                      About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Court confirmed the Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Feb. 13, 2007.


ADVANSTAR COMM: Extends Expiration Date of Tender Offer to May 30
-----------------------------------------------------------------
Advanstar Communications Inc. and Advanstar Inc. extended the
expiration date of the tender offer and consent solicitation with
respect to Communications' 10-3/4% Second Priority Senior Secured
Notes due 2010 (CUSIP Nos. 00758RAM6 and 00758RAH7) and 12% Senior
Subordinated Notes due 2011 (CUSIP No. 00758RAF1) and Advanstar's
15% Senior Discount Debentures due 2011 (CUSIP No. 00759JAE1),
from 5:00 p.m., New York City time, on May 18, 2007, to 11:59 p.m.
New York City time, on May 30, 2007, unless extended by the
Issuers.

Subject to the terms and conditions of the tender offers and
consent solicitations, any Notes validly tendered will be accepted
for purchase promptly after the Expiration Date.  Except for the
extension of the Expiration Date, all of the other terms and
conditions of the tender offer and consent solicitation remain
unchanged.

Holders of approximately 100% of the outstanding aggregate
principal amount of the Senior Secured Notes, holders of
approximately 93.41% of the outstanding aggregate principal amount
of the Senior Subordinated Notes and holders of approximately
97.96% of the outstanding aggregate principal amount of the
Debentures, have tendered their outstanding Notes and delivered
related consents pursuant to the tender offers and consent
solicitations.  The Issuers received the requisite consents from
the registered holders of the Notes to amend the indentures
governing the Notes.  The last day that holders of Notes could
have withdrawn tendered Notes and revoked the related consents was
as of 5:00 p.m., New York City time, on May 2, 2007.  As a result,
tendered Notes and related consents may no longer be withdrawn or
revoked.

If all conditions to the tender offer and consent solicitation are
satisfied, holders of the Notes who validly tendered their Notes
pursuant to the tender offer and validly delivered their consents
pursuant to the consent solicitation by the Consent Date and did
not validly withdraw their Notes or revoke their consents by such
date, will be paid a consideration of $1,057.53, for each $1,000
principal amount outstanding of Senior Secured Notes, $1,013.50
for each $1,000 principal amount outstanding of Senior
Subordinated Notes and $1,012.50 for each $1,000 principal amount
outstanding of Debentures, in each case, in addition to a consent
payment of $30 per $1,000 outstanding principal amount of Notes
tendered and accepted in the tender offers.

Holders who validly tender their Notes after the Consent Date will
not receive the consent payment.  In addition, holders who validly
tender and do not validly withdraw their Notes in the tender offer
will receive accrued and unpaid interest from the last interest
payment date up to, but not including, the applicable date of
payment.

Questions regarding the tender offers and consent solicitations
may be directed to the exclusive Dealer Manager and Solicitation
Agent for the tender offers and consent solicitations:

   Credit Suisse Securities (USA) LLC
   Liability Management Group
   Tel: (800) 820-1653 (toll free) or
        (212) 538-0652 (collect)

Requests for the Statement, Consent and Letter of Transmittal or
other documents related to the tender offers and solicitations may
be directed to the Information Agent:

   D.F. King & Co., Inc.
   Tel: (888) 628-8208 (toll free)

         About Advanstar Communications and Advanstar Inc.

Based in New York City, Advanstar --http://www.advanstar.com/--  
is a worldwide media company providing integrated marketing
solutions for the Fashion and Licensing, Life Sciences and
Powerports industries.  Communications serves business
professionals and consumers in these industries with its portfolio
of 91 shows and stand-alone conferences, 66 publications and
directories, 150 electronic publications and Web sites, well as
educational and direct marketing products and services.  
Communications has roughly 1,000 employees and currently operates
from multiple offices in North America and Europe.  All of the
common stock of Communications is owned by its parent company,
Advanstar.

                          *     *     *

Advanstar Communications Inc.'s 12% Senior Subordinated Notes due
2011 carry Moody's Investors Service's 'Caa1' rating and Standard
& Poor's 'CCC' rating.


AIRTRAN AIRWAYS: Reaches Tentative Agreement With Pilots' Union
---------------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings, Inc. reached a
tentative agreement over the weekend with its pilots' union, the
National Pilots' Association, on the terms of a new 48 month
collective bargaining agreement.  The NPA represents more than
1,500 pilots employed at AirTran Airways.

The tentative agreement must be approved by the NPA's Board of
Directors after which it will go to the union's membership for a
ratification vote over the next thirty days.  If the agreement is
ratified, the contract will take effect July 1, 2007, and will be
amendable on June 30, 2011.

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--       
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7.0% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


ALL AMERICAN: Committee Turns to Mesirow for Financial Advice
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in All American
Semiconductor Inc. and its debtor-affiliates' bankruptcy cases ask
the United States Bankruptcy Court for the Southern District of
Florida for permission to employ Mesirow Financial Consulting LLC
as its financial advisor, nunc pro tunc to May 4, 2007.

The firm will:

     a. assist in the review of reports or filings as required by
        the Bankruptcy Court or the Office of the United States
        Trustee, including, but not limited to, schedules of
        assets and liabilities, statements of financial affairs
        and monthly operating reports;

     b. review of the Debtors' financial information, including,
        but not limited to, analyses of cash receipts and
        disbursements, financial statement items and proposed
        transactions for which Bankruptcy Court approval is
        sought;

     c. review and analysis of the reporting regarding cash
        collateral and any debtor-in-possession financing
        arrangements and budgets;

     d. evaluate of potential employee retention and severance
        plans;

     e. assist with identifying and implementing potential cost
        containment opportunities;

     f. assist with identifying and implementing asset
        redeployment opportunities;

     g. analysis of assumption and rejection issues regarding
        executory contracts and leases;

     h. review and analysis of the Debtors' proposed business
        plans and the business and financial condition of the
        Debtors generally;

     i. assist in evaluating reorganization strategy and
        alternatives available to the creditors;

     j. review and critique of the Debtors' financial projections
        and assumptions;

     k. preparation of enterprises, assets and liquidation
        valuations;

     l. assist in preparing documents necessary for confirmation;

     m. advice and assist to the Committee in negotiations and
        meetings with the Debtors and the bank lenders;

     n. advice and assist on the tax consequences of proposed
        plans of reorganization;

     o. assist with the claims resolution procedure, including,
        but not limited to, analyses of creditors claims by type
        and entity;

     p. litigate consulting services and expert witness testimony
        regarding confirmation issues, avoidance actions or other
        matters; and

     q. assist the Committee in these Chapter 11 cases as request
        by the Committee or its counsel.

The Debtors tell the Court that the firm has agreed to apply a 10%
discount for the engagement.  The firm's professional billing
rates are:

     Designation                        Hourly Rate
     -----------                        -----------
     Senior Managing Director             $650-$690
     Managing Director                    $650-$690
     Director                             $650-$690
     Senior Vice President                $550-$620
     Vice President                       $450-$520
     Senior Associate                     $350-$420
     Associate                            $190-$290
     Paraprofessional                       $150

James S. Feltman, a senior managing director of the firm, assures
the Court that he firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Feltman can be reached at:

     James S. Feltman
     Senior Managing Director
     Mesirow Financial Consulting LLC
     350 North Clark Street
     Chicago, IL 60610
     Tel: (312) 595-6000
     Fax: (312) 595-4246
     http://www.mesirowfinancial.com/

                 About All American Semiconductor

Headquartered in Miami, Florida, All American Semiconductor
Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/--
is a distributor of electronic components manufactured by
others.  The company distributes a full range of semiconductors
including transistors, diodes, memory devices, microprocessors,
microcontrollers, other integrated circuits, active matrix
displays and various board-level products.  All American also
distributes passive components such as capacitors, resistors and
inductors; and electromechanical products such as power supplies,
cable, switches, connectors, filters and sockets.  The company
also offers complete solutions for flat panel display products.  
In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has
36 strategic locations throughout North America and Mexico,
as well as operations in both Asia and Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Tina M. Talarchyk, Esq., at Squire Sanders & Dempsey
LLP, in West Palm Beach, Florida, represents the Debtors.  Jerry
M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty, P.A.,
and William M. Hawkins, Esq., at Loeb & Loeb LLP, represents the
Committee.  As of Feb. 28, 2007, total assets was $117,634,000
and total debts was $106,024,000.


ALL AMERICAN: Court Approves $25 Million DIP Financing
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved All American Semiconductor, Inc. and its debtor-
affiliates' $25 million debtor-in-possession financing, based on
an agreement reached between Debtors, Harris N.A., as agent for
the lenders, and the Debtors' Official Committee of Unsecured
Creditors.

The Court-approved final DIP financing of up to $25 million is
expected to provide the company with sufficient liquidity to
continue operations during the Chapter 11 case.

The agreement on financing provides, among other things, that any
administrative expense claim of the DIP lenders will be
subordinate to the first $750,000 in proceeds of unencumbered
assets, and the DIP lenders will be entitled to recover on account
of their administrative expense claims the next $5.5 million of
proceeds of unencumbered assets, and 50% of any such proceeds in
excess of $20 million.  Under no circumstances will the DIP
lenders receive proceeds of any avoidance actions.

The creditors committee also agreed to withdraw its motion to
convert the case to Chapter 7 or to appoint a Chapter 11 trustee
and to withdraw with prejudice its appeal of the Court's order
authorizing sale and bidding procedures for the sale of
substantially all of All American's assets.

Based on the settlement, All American is continuing with all pre-
sale activity, moving toward sale and closing dates previously
approved by the Court.

"I am very pleased that a mutually acceptable agreement was
reached among our company, our lenders and the creditors
committee," said Bruce Goldberg, President and CEO of All
American.  "We may now proceed with the sale process previously
approved by the Court."

The approved sale process provides for interested purchasers to
complete due diligence and submit binding bids by May 28, 2007,
with the auction scheduled for May 31st at the Miami offices of
the company's counsel, Squire, Sanders & Dempsey, LLP.  The
hearing to approve a sale to the highest bidder at the auction is
scheduled for June 5, 2007, with the sale closing no later than
June 8, 2007.

               About All American Semiconductor

Headquartered in Miami, Florida, All American Semiconductor
Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/--
is a distributor of electronic components manufactured by
others.  The company distributes a full range of semiconductors
including transistors, diodes, memory devices, microprocessors,
microcontrollers, other integrated circuits, active matrix
displays and various board-level products.  All American also
distributes passive components such as capacitors, resistors and
inductors; and electromechanical products such as power supplies,
cable, switches, connectors, filters and sockets.  The company
also offers complete solutions for flat panel display products.  
In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has
36 strategic locations throughout North America and Mexico,
as well as operations in both Asia and Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Tina M. Talarchyk, Esq., at Squire Sanders & Dempsey
LLP, in West Palm Beach, Florida, represents the Debtors.  As of
Feb. 28, 2007, the company's total assets was $117,634,000 and its
total debts was $106,024,000.


ALLTEL CORP: Inks $27.5 Bil. Merger Deal with TPG Capital & GSCP
----------------------------------------------------------------
Alltel Corp. signed a definitive merger agreement to be acquired
by TPG Capital and GS Capital Partners, in a transaction valued at
approximately $27.5 billion.

Under the terms of the merger agreement, TPG Capital and GSCP will
acquire all of the outstanding common stock of Alltel for $71.50
per share in cash.  The purchase price per share represents a 23%
premium over Alltel's closing share price prior to media reports
of a potential transaction published on Dec. 29, 2006.  Alltel
intends to pay its regular quarterly common share dividend until
closing.

Alltel's Board of Directors has unanimously approved the merger
agreement after a comprehensive review of the company's strategic
options, and has recommended the approval of the transaction by
Alltel's shareholders.

Completion of the transaction, which is currently expected to
occur by the fourth quarter of 2007 or by the first quarter of
2008, is contingent upon customary closing conditions, including
approval by Alltel's shareholders and certain regulatory
approvals.  Shareholders will be asked to vote on the proposed
transaction at a special meeting that will be held on a date to be
announced.  Scott Ford, Alltel's chief executive officer, will
remain in his current role.

"This transaction delivers substantial and certain value to our
shareholders while providing the company with long-term partners
who share our commitment to our customers, employees and the
communities we serve," Mr. Ford said.  "TPG and GSCP are long-term
investors who are willing to make the investments necessary to
continue to grow our wireless business in all of our markets.  
This transaction also ensures our customers can continue to rely
on Alltel to deliver high-quality service and leading edge
products and services."

"Alltel is a great company with a terrific management team," Jim
Coulter, founding partner, TPG, said.  "We look forward to working
with them to continue to grow one of the nation's premier wireless
providers."

"Alltel has a long history of growth through strategic
acquisitions, combined with a strong focus on customer service,"
Richard Friedman, head of the Merchant Banking Division at Goldman
Sachs, said.  "We are excited about this opportunity to partner
with an exceptional management team to continue to support their
strategies for growth."

Merrill Lynch & Co., Stephens Inc. and JP Morgan Securities Inc.
acted as Alltel's financial advisors, and Wachtell, Lipton, Rosen
& Katz acted as legal advisor.  Citigroup and Goldman Sachs acted
as financial advisors to TPG and GSCP; Cleary Gottlieb Steen &
Hamilton LLP acted as legal advisor to TPG; Weil Gotshal & Manges
LLP acted as legal advisor to GSCP, and Akin Gump Strauss Hauer &
Feld LLP acted as regulatory counsel to the buyers.  Acquisition
financing will be provided by Goldman Sachs, Citigroup, Barclays
and RBS.

                         About TPG Capital

TPG Capital -- http://www.tpg.com/-- is the global buyout group  
of TPG, a private investment firm founded in 1992, with more than
$30 billion of assets under management and offices in San
Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth,
Melbourne, Menlo Park, Moscow, Mumbai, Shanghai, Singapore and
Tokyo.

                    About GS Capital Partners

Since 1986, Goldman Sachs has raised thirteen private equity and
mezzanine investment funds aggregating $56 billion of capital
commitments.  GS Capital Partners is the private equity vehicle
through which The Goldman Sachs Group, Inc., conducts its
privately negotiated corporate equity investment activities.  GS
Capital Partners is currently investing its GS Capital Partners VI
fund.  GS Capital Partners is a global private equity group with a
focus on large, sophisticated business opportunities in which
value can be created through leveraging the resources of Goldman
Sachs.

                           About Alltel

Headquartered in Little Rock, Arkansas, Alltel Corp. (NYSE: AT) --
http://www.alltel.com/-- owns and operates a wireless network and  
has 12 million wireless customers.


ALLTEL CORP: $25 Bil. Buyout Cues S&P to Slash Ratings to BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings on Little
Rock, Arkansas-based ALLTEL Corp. and its related entities.   The
corporate credit rating was lowered to 'BB' from 'A-', but the 'A-
2' short-term and commercial paper ratings were not lowered.  
About $2.7 billion of debt is outstanding.
     
The ratings remain on CreditWatch with negative implications,
where they were placed on Feb. 23, 2007, following public comments
by management that the company, a regional wireless carrier, was
pursuing strategic alternatives, and was underleveraged.
      
"The downgrade follows ALLTEL's definitive agreement to be
acquired by TPG Capital and GS Capital Partners," said Standard &
Poor's credit analyst Catherine Cosentino.  The transaction
requires nearly $25 billion in cash to buy out existing
stockholders.
     
Details of how the buyout will be financed are not currently
available.  If fully funded with debt, the result would be
$27 billion in total debt, leverage of nearly 10x -- and a rating
lower than 'BB'.  Alternatively, if the sponsors' equity
contribution was sufficient to achieve an initial leverage of
under 7x and there were potential for further reductions in the
near term, the rating would likely remain 'BB'.  S&P do not
envision any financing plan that would be more conservative.
     
The 'A-2' short-term rating and 'A-2' commercial paper rating were
not lowered because the commercial paper is expected to be repaid
before this transaction is consummated.


AMERICAN MEDIA: Inks Consent Pacts with Holders of Senior Notes
---------------------------------------------------------------
American Media Operations Inc. entered into a consent agreement
with the holders of a majority in principal amount of:

   a. 10-1/4% Series B Senior Subordinated Notes due 2009, and

   b. 8-7/8% Senior Subordinated Notes due 2011.

Under the Agreements, the company will pay in cash $1.25 per
$1,000 in principal amount of Notes to each holder of record of
the Notes, as of May 11, 2007.

In addition, on May 15, 2007, the company entered into:

   i. an Eighth Supplemental Indenture among the company, the
      Note Guarantors named therein and HSBC Bank USA, National
      Association, as trustee, relating to the Indenture governing
      the 2009 Notes, and

  ii. a Sixth Supplemental Indenture among the company, the Note
      Guarantors named therein and the Trustee, relating to the
      Indenture governing the 2011 Notes.

Additionally, the company said that the holders of a majority in
principal amount of each series of Notes have provided their
consents to specified amendments to the indentures pursuant to
which the Notes were issued.  The principal purpose of each
Supplemental Indenture is to amend the related Indenture to permit
the company to extend the date by which it is required under the
Indenture to file with the Securities and Exchange Commission and
provide the Trustee and holders of Notes:

   i. a quarterly report on Form 10-Q for the quarter ended
      Sept. 30, 2006 to June 15, 2007;

  ii. a quarterly report on Form 10-Q for the quarter ended
      Dec. 31, 2006 to July 16, 2007;

iii. an annual report on Form 10-K for the year ended March 31,
      2007 to August 31, 2007; and

  iv. a quarterly report on Form 10-Q for the quarter ended March
      31, 2007 to October 1, 2007.

Moreover, the company states that each Supplemental Indenture
permits the company to extend the filing dates of its:

   a. second quarter 2007 10-Q to July 16, 2007;

   b. third quarter 2007 10-Q to August 15, 2007;

   c. 2007 10-K to October 1, 2007; and

   d. first quarter 2008 10-Q to October 31, 2007,

in return for a cash payment to all holders of Notes equal to
$1.25 per $1,000 principal amount.

A full-text copy of the Eighth Supplemental Indenture is available
for free at:

               http://ResearchArchives.com/t/s?1f95
  
A full-text copy of the Sixth Supplemental Indenture is available
for free at:  

               http://ResearchArchives.com/t/s?1f96

A full-text copy of the Consent Agreement relating to the 10-1/4%
Series B Senior Subordinated Notes due 2009 is available for free
at:

               http://ResearchArchives.com/t/s?1f97
  
A full-text copy of the Consent Agreement relating to the 8-7/8%
Senior Subordinated Notes due 2011 is available for free at:

               http://ResearchArchives.com/t/s?1f98

                       About American Media

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

                          *     *     *

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


AMF BOWLING: S&P Junks Rating on $105 Million Second-Lien Loan
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating on AMF Bowling Worldwide Inc.

At the same time, S&P assigned a bank loan rating of 'B+', one
notch above the corporate credit rating on the company, to AMF's
proposed $270 million first-lien credit facilities.The recovery
rating is '1', indicating the expectation for full (100%) recovery
of principal in the event of a payment default.

The first-lien credit facilities consist of a $60 million
revolving credit facility due 2012 and a $210 million term loan B
due 2013.  S&P also assigned a 'CCC+' bank loan rating, two
notches below the corporate credit rating on AMF, to the company's
proposed $105 million second-lien term loan due 2013.  The
recovery rating is '5', indicating the expectation for negligible
(0%-25%) recovery of principal in the event of a payment default.  
Proceeds from the transaction will be used to repay existing debt
and fund a special dividend to the company's equity sponsor, Code
Hennessy & Simmons LLC.

The outlook is negative.
     
The ratings on Mechanicsville, Virginia-based AMF reflect weak
bowling industry fundamentals, an aggressive financial policy, and
high capital spending over the intermediate term.  These are only
minimally offset by AMF's scale.  AMF is the largest operator of
bowling centers in the U.S. with 345 domestic centers.  Pro forma
for the transaction, the company will have total debt outstanding
of $315 million.
      
"It remains to be seen whether gains in recreational bowling
revenue will continue to offset league bowling's secular decline,"
said Standard & Poor's credit analyst Andy Liu.

AMF Bowling Centers, Inc. -- http://www.amf.com/-- owns and   
operates bowling centers.  The company has 345 centers in the
U.S. and 13 bowling centers operating outside the U.S.  The
company also has an investment in a business that manufactures
and sells bowling equipment.  AMF Bowling Products UK Limited,
the company's subsidiary, is located in the United Kingdom.


ATHERTON FRANCHISEE: S&P Upgrades Rating on Class B Notes to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B note issued by Atherton Franchisee Loan Funding 1999 A LLC to
'B+' from 'D'.  At the same time, S&P affirmed its 'A+' rating on
class A-2.
     
The upgrade reflects moderate improvements in liquidity in the
form of sustained interest receipts sufficient to cover the class
B interest expense.  As a result, the class B noteholders have
been made whole on all prior unpaid interest shortfalls.
     
The class B note was downgraded to 'D' on Dec. 19, 2002, after
interest shortfalls began on the December 2002 payment date.  
Between 2002 and 2005, the trust's liquidity came under
considerable stress due to the negative impact the subpar
performance of the underlying pool of franchise loans had on cash
flows, which resulted in sporadic interest shortfalls to the class
B noteholders.  S&P determined that class B warranted an upgrade
given that the class has been made whole on interest since June
2005, the levels of delinquencies and defaults have declined
substantially from their previous peak, and the class benefits
from a marginal buffer of excess interest (currently allocated to
the class C monthly interest accrual and outstanding interest
shortfalls).  However, the limited number of remaining obligors
(27) and the concentration risk of those obligors (the top obligor
represents 21% of the outstanding pool balance, and the top five
represent 48%) constrained the upgrade to low speculative-grade.  
If obligor defaults occur in excess of the top obligor
concentration, class B could see further liquidity stress.
     
Standard & Poor's expects the remaining credit support to be
sufficient to support the notes at the raised and affirmed rating
levels.
    
  
                          Rating Raised
   
            Atherton Franchisee Loan Funding 1999 A LLC

                                  Rating
                                  ------
                   Class    To             From
                   -----    --             -----
                     B      B+               D
   

                          Rating Affirmed
   
            Atherton Franchisee Loan Funding 1999 A LLC

                          Class    Rating
                          -----    ------
                           A-2      A+


BANC OF AMERICA: Fitch Pares Rating on 2004-10, Class 15-B5 to C
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Banc of
America Alternative Loan Trust mortgage pass-through certificates:

  Series ALT 2004-2 Total Pools 1 - 3:

     -- Classes 1-A-1, 1-IO, 1-PO, 2-A1 to 2-A7, 2-IO, 2-PO, 3-
        A1, 3-IO, 3-PO, 30-BIO affirmed at 'AAA';

     -- Class 30-B1 affirmed at 'AA';

     -- Class 30-B2 affirmed at 'A';

     -- Class 30-B3 affirmed at 'BBB';

     -- Class 30-B4 affirmed at 'BB';

     -- Class 30-B5 affirmed at 'B';

  Series ALT 2004-2 Total Pools 4 & 5:

     -- Classes 4-A-1, 4-PO, 4-IO, 5-A-1, 5-PO and 5-IO affirmed
        at 'AAA';

     -- Class 15-B1 affirmed at 'AA';

     -- Class 15-B2 affirmed at 'A';

     -- Class 15-B3 affirmed at 'BBB';

     -- Class 15-B4 affirmed at 'BB';

     -- Class 15-B5, rated 'B', placed on Rating Watch Negative,

  Series ALT 2004-10 Total Pools 1 & 2:

     -- Classes 1-CB-1, 1-X-PO, 1-IO, 2-CB-1, 2-IO, 2-X-PO,and X-
        B-30 affirmed at 'AAA';

     -- Class 30-B1 affirmed at 'AA';

     -- Class 30-B2 affirmed at 'A';

     -- Class 30-B3 affirmed at 'BBB';

     -- Class 30-B4 affirmed at 'BB';

     -- Class 30-B5 affirmed at 'B';

  Series ALT 2004-10 Pool 3:

     -- Classes 3-A-1, 3-X-PO, 15-IO, 15-PO and X-B-15 affirmed
        at 'AAA';

     -- Class 15-B1 affirmed at 'AA';

     -- Class 15-B2 affirmed at 'A';

     -- Class 15-B3, rated 'BBB', placed on Rating Watch
        Negative;

     -- Class 15-B4 downgraded to 'B' from 'BB';

     -- Class 15-B5 downgraded to 'C' from 'B', removed from
        Rating Watch Negative, and assigned a Distressed Recovery
        rating of 'DR6'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$357 million in outstanding certificates as of the April 2007
distribution date.

The negative rating actions (Rating Watch Negative and downgrades)
reflect the deterioration in the relationship of CE to future loss
expectations and affect approximately $323,429 of outstanding
certificates.

The underlying collateral in these transactions consists of fixed-
rate, conventional, fully amortizing mortgage loans secured by
first liens on one- to four-family residential properties. Bank of
America, N.A., which is rated 'RPS1' by Fitch for Prime & ALT-A
transactions, is the servicer for these loans.

For series ALT 2004-2 Total Pools 4 & 5, the 60+ delinquencies are
1.25% of current collateral balance.  This includes foreclosures
of 0.74% and real estate owned of 0.09%, respectively.  Class 15
B-5 ($63,090 outstanding) has currently 0.22% in CE versus an
initial CE of 0.15%.

Class 15 B-6 (non-rated) of series ALT 2004-10 Pool 3 has been
written down to zero, as of April 7.  Class 15 B-5 ($39,206
outstanding), was put on Rating Watch Negative on Feb. 2, 2007.
This class has been written down by $34,578 in April 7.  CE for
this class is zero versus an initial CE of 0.10%.  Class 15 B-4
has CE of 0.10% versus an initial CE of 0.25% and the CE for class
15 B-3 is currently at 0.30% versus an initial CE of 0.40%.

These transactions are seasoned 38 months and 30 months,
respectively.  The pool factors (ie, current mortgage loans
outstanding as a percentage of the initial pool) for the various
pools range from 56% to 68%.  The cumulative losses on these pools
range from 0% to 0.15% of respective original collateral balances.


BAYONNE MEDICAL: Has Until May 31 to File Schedules & Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Bayonne Medical Center until May 31, 2007 to file its schedules of
assets and liabilities and statement of financial affairs.

The Debtor tells the Court that at the start of its bankruptcy
proceeding, it was preoccupied with matters relating to the
commencement of its case and stabilization of its business.

The Debtor contends that its case is large and complex and
requires assembling and organizing data from numerous sources
within the Debtor and the Debtor's businesses.  Thus, it will be
unable to complete the schedules at the time period provided.

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., at Cooley Godward Kronish LLP, represent the
Debtor in its restructuring efforts.  Sills, Cummis, Epstein &
Gross, PC, represents the Official Committee of Unsecured
Creditors.  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.


BELL MICROPRODUCTS: Gets Additional Nasdaq Non-Compliance Notice
----------------------------------------------------------------
Bell Microproducts Inc. has received an additional staff
determination notice from the NASDAQ Stock Market, stating
that it is not in compliance with the requirements for continued
listing pursuant to NASDAQ Marketplace Rule 4310(c)(14), due to
its failure to file on a timely basis its Quarterly Report on Form
10-Q for the quarter ended March 31, 2007.

This staff determination notice serves as an additional basis for
delisting the company's common stock from trading on NASDAQ.  As a
result, the company's securities remain subject to delisting from
trading on the Nasdaq Global Market.  Nasdaq initially informed
the company in November 2006 that it was not in compliance with
continued listing standards due to the company's delay in filing
its Quarterly Report on Form 10-Q for the period ended September
30, 2006.  The company subsequently requested and was granted a
hearing before the Nasdaq Listing Qualifications Panel, which
granted the company's request for an extension for continued
listing until May 22, 2007.  The company appealed this extension,
and the Nasdaq Listing and Hearing Review Council notified the
company that the delisting decision of the Qualifications Panel
was stayed.  The company intends to submit additional information
for the Listing Council review.
    
The company has engaged Financial Intelligence LLC to assist it
with various finance and accounting matters.  A consultant
from Financial Intelligence will serve as interim vice president
of finance for the company, replacing an employee who the company
had hired to serve in that capacity.  Financial Intelligence will
also provide services related to accounting for revised
measurement dates for stock options.
    
                     About Bell Microproducts

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

                          *     *     *

In March 2007, the company received a Nasdaq Staff Determination
notice because the company did not file its Annual Report 10-K for
the period ended Dec. 31, 2006.  The Nasdaq Listing and Hearing
Review Council expects a response to why the company failed to
file its annual report.  Nasdaq Listing Qualifications Panel
extended until May 22, 2007, the company's request for continued
listing.

In addition, the company received waivers in relation to the
delivery of certain of its quarterly information and documentation
until May 31, 2007, under credit agreements with Wachovia Capital
Finance Corp., Wachovia Bank, National Association, and the
Teachers' Retirement Systems of Alabama.


BERTHEL GROWTH: Earns $76,758 in Quarter Ended March 31
-------------------------------------------------------
Berthel Growth & Income Trust I reported a net increase in net
assets of $76,758 on total revenues of $25,242 for the quarter
ended March 31, 2007, compared with a net increase in net assets
of $312,085 on total revenues of $22,980 for the same period ended
March 31, 2006.

Net investment income increased to $76,578 for the quarter ended
March 31, 2007, compared with a net investment loss of $158,955
for the same period ended March 31, 2006.  

Included in net investment income (loss) for the quarter ended
March 31, 2007, is a credit of $138,068 in management fees, and a
charge of $49,574 for the same period a year ago.  The credit for
2007 is the result of the waiver of management fees for 2006 by
the Trust Advisor.  

Included in the net increase in net assets for the quarter ended
March 31, 2006, is an unrealized loss on investments in Media
Sciences International of $51,844 and a realized gain of $522,884
on investments in Media Sciences International.  The change in the
unrealized gains and losses are the result of carrying the
Trust's portfolio of loans and investments at fair value.  The
Trust recognizes realized gains and losses when investments have
been either sold or written off as deemed to be worthless.

At March 31, 2007, the Trust's consolidated statement of assets
and liabilities, showed $5,906,883 in total assets, and
$11,250,214 in total liabilities, resulting in a $5,343,331
deficiency in net assets.

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

               http://researcharchives.com/t/s?1f99

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 23, 2007,
McGladrey & Pullen LLP expressed substantial doubt about Berthel
Growth & Income Trust I's ability to continue as a going concern
after auditing the Trust's consolidated financial statements as of
Dec. 31, 2006 and 2005.   The auditing firm reported that the
Trust continues to have a deficiency in net assets, as well as net
losses.  The auditing firm also added that Berthel SBIC LLC, a
wholly owned subsidiary of the Trust, has agreed to liquidate its
portfolio assets in order to pay its indebtedness to the United
States Small Business Administration.

As of March 31, 2007, $2,787,082 is outstanding under the loan
agreement with the SBA, which is secured by substantially all
assets of the SBIC.  The loan agreement contains various
covenants, including limits on the amounts of expenses, other than
interest expense, that can be incurred and paid.  The loan
agreement also contains various events of default, including a
decrease in the aggregate value of the SBIC's assets of 10% or
greater.

In addition to the Trust's deficiency in net assets, as well as
net investment losses, Berthel SBIC LLC is in violation of the
maximum capital impairment percentage permitted by the SBA.

                       About Berthel Growth

Headquartered in Marion, Iowa, Berthel Growth & Income Trust I is
registered under the Investment Company Act of 1940, as amended,
as a nondiversified, closed-end management investment company
electing status as a business development company.  The Trust was
formed on Feb. 10, 1995, under the laws of the State of Delaware
and received approval from the Securities and Exchange Commission
to begin offering shares of beneficial interest effective June 21,
1995.  

The Trust will terminate upon the liquidation of all of its
investments, but no later than June 21, 2007, unless extended by
the independent trustees.

Berthel Fisher & Company Planning Inc., a wholly-owned subsidiary
of Berthel Fisher & Company, is the Trust's investment advisor and
manager.  


BOMBARDIER INC: S&P Revises Outlook to Stable from Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Montreal, Quebec-based Bombardier Inc. to stable from negative.  
At the same time, the ratings, including the 'BB' long-term
corporate credit rating on Bombardier, were affirmed.
     
"The revised outlook reflects the increasing diversity of
Bombardier's cash flow generation through favorable market
conditions in its business jet and transportation businesses,"
said Standard & Poor's credit analyst Greg Pau.  "The company
enjoys a strong market position in these two businesses," Mr. Pau
added.
     
The revision also reflects the results of management's effort in
the past three years to restore financial stability by
significantly reducing excess-over-average production costs,
shrinking the company's aircraft financing portfolio, focusing on
execution and cost management, and refinancing maturing debt to
improve liquidity.
     
The ratings on Bombardier reflect continued high financial
leverage following the recent EUR1.9 billion bond issue in fiscal
2007, and the relatively weaker profitability and cash flow from
the transportation and commercial aircraft businesses.  The bond
issue reversed the deleveraging trend in the two preceding years,
but the high financial leverage and interest costs, together with
the lumpiness of cash flow reflecting the nature of Bombardier's
business, have contributed to a weak financial risk profile.  The
ratings are supported by strong and sustainable competitive
positions in business jets and transportation businesses,
strengthened liquidity, improving business and geographic
diversity, and management's effort to address key legacy problems.
     
Bombardier's business risk profile is supported by the high
barriers to entry and strong competitive positions in both
transportation and business jets.  In transportation, Bombardier
is a market leader in rolling stock and locomotives among three
leading global players, although its market position is relatively
weaker in signaling.  The company has recently strengthened its
position by gaining substantial new orders in the past year.  If
successfully executed, these contracts should allow Bombardier to
showcase its capability and enhance its market leadership.
     
Despite success in cost management in the past two years,
Bombardier's overall operating and EBIT margins remain thin
compared with those of its peers.  Future margin improvement
hinges on Bombardier's ability to properly execute the recently
acquired contracts in transportation and manage the business jet
production process.  Given the complexity of transportation
projects and the high-quality finishing required for business
jets, cost overruns could happen and potentially reverse the
improving trend.
     
The stable outlook reflects the progress Bombardier has made in
addressing its legacy problems and in improving its cost position
in the past three years.  This has resulted in a more consistent
and diversified free cash flow generation.  The ratings or outlook
could be revised upward if the company materially improves its
financial measures through debt reduction and continues to reduce
the future volatility of business cash flow.  Conversely,
Bombardier could be downgraded if the company's cash flow becomes
substantially impaired, possibly because of cost overruns in the
new transportation contracts or a material weakening in business
jet demand.  Any further product development programs involving
significant debt financing and exposing the company to significant
development risk could also exert downward pressure on the ratings
or outlook.

Bombardier Inc. -- http://www.bombardier.com/-- (TSE:BBD.B)
manufactures innovative transportation solutions, from regional
aircraft and business jets to rail transportation equipment,
systems and services.  Headquartered in Canada, the company also
has offices in the U.S., Northern Ireland, United Kingdom,
Germany, Switzerland, Sweden, Austria, and Australia.


BONTEN MEDIA: Moody's Junks Rating on $125 Mil. Senior Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Bonten Media Group, Inc.

Additionally, Moody's assigned a Ba3 rating to Bonten's proposed
$61 million senior secured credit facility ($15 million 6-year
revolving credit facility and $46 million 7-year senior secured
term loan facility) and a Caa1 rating to its proposed $125 million
Senior Subordinated Toggle Notes due 2015.  The rating outlook is
stable.

The B3 rating reflects high debt to EBITDA leverage of 8.2x over
political and non-political years, modest geographic
diversification and substantial revenue and cash flow
concentration in two markets.  The rating further reflects the
company's modest scale, limited free cash flow generation relative
to its substantial debt burden, the inherent cyclicality of
advertising spending and the increasing business risk associated
with the broadcast television industry as advertising spending
gets diversified over a growing number of media.

The rating is supported by the substantial contribution of local
advertising to total revenues, diverse network affiliations and
dominant position in several of its markets.  The rating also
reflects Moody's expectation that Bonten will realize cost savings
over the ratings horizon and maintain strong margins in excess of
40% over political and non-political years.

Ratings/assessments assigned:

   * Bonten Media Group, Inc.

   -- Corporate family rating -- B3

   -- Probability-of-default rating -- B3

   -- $15 million 6-year Senior Secured Revolving Credit
      Facility -- Ba3 (LGD 2, 12%)

   -- $46 million 7-year Senior Secured Term Loan Facility --
      Ba3 (LGD 2, 12%)

   -- $125 million Senior Subordinated Toggle Notes due 2015 --
      Caa1 (LGD 4, 69%)

   -- The rating outlook is Stable.

Proceeds of $21.75 million from Bonten's term loan facility and
$125 million of senior subordinated notes along with $100 million
of cash equity from the new equity sponsor, Diamond Castle
Holdings, LLC will be used by Bonten Media Group LLC (Bonten's
parent) to purchase all of the outstanding capital stock of
BlueStone TV Holdings, Inc.  Concurrently with this acquisition,
Esteem Broadcasting LLC (Bonten's Joint Sales counter-party) will
purchase the common stock of Aurora Broadcasting, Inc.
(Bluestone's Joint Sales counter-party) with $1.5 million of
proceeds from its own term loan facility.  The total purchase
price for these acquisitions is $230 million.

Separately, Bonten Media Group LLC and Esteem entered into
agreements to purchase the assets of two of Piedmont Television
Holdings LLC's stations for $29.4 million.  The assets purchased
by Bonten will be funded with proceeds of $24.25 million from
Bonten's term loan facility and the assets purchased by Esteem,
which include the FCC licenses, will be funded with proceeds of
$5.9 million from Esteem's term loan facility.  Bonten will have
joint sales and shared services agreements with the stations
acquired from Piedmont and Aurora by Esteem.

Esteem's debt obligations under the term loan and delayed draw
term loan facilities will be guaranteed by Bonten on a secured
basis, effectively making it pari passu with Bonten's senior
secured credit facility.  Moody's notes, however, that Bonten's
senior secured credit facility may not benefit from Esteem's
assets as collateral or from guarantees from Esteem.

Bonten Media Group, Inc., headquartered in New York, New York,
will own or have joint sales and shared services agreements with
16 television stations in 8 markets upon completion of the
proposed acquisitions from BlueStone TV Holdings, Inc. and
Piedmont Television Holdings LLC.


CANARGO ENERGY: Swaps $15MM Convertible Debt for Shares in Tethys
-----------------------------------------------------------------
CanArgo Energy Corporation has agreed in principle with its
noteholders to convert an aggregate of $15 million of its
convertible debt into a portion of the company's shares in its
subsidiary, Tethys Petroleum Limited.

The company said that the conversion is subject to and conditional
on the finalisation of appropriate documentation and obtaining any
necessary regulatory approvals.

Pursuant to the agreement, the company stated that certain of
the holders of its senior secured notes due July 25, 2009 have
agreed in principle to convert $10 million in aggregate of the
outstanding principle amount of their notes into 4 million
ordinary shares with a nominal value of $0.10 each in the capital
of TPL.

In addition, the company said that, Persistency, one of the
holders of its senior subordinated notes due Sept. 1, 2009, have
agreed in principle to convert $5 million of their notes into 2
million TPL Shares.  The 6 million TPL Shares to be issued in
total to the converting noteholders will be satisfied by the
transfer by CanArgo's subsidiary CanArgo Limited of a portion of
its existing shareholding in TPL.

Following the completion of the conversion, the company said that
its long-term debt will be reduced by $15 million and its residual
holding in TPL will be 8 million TPL Shares which represents
approximately 29.7% of the current outstanding share capital of
TPL following the recent transactions.

As part of this transaction, the company states that converting
senior noteholders will be issued with warrants to purchase
approximately 11.1 million shares of CanArgo common stock at an
exercise price of $0.90 per share and Persistency will be issued
with warrants to purchase 5 million shares of CanArgo common stock
at an exercise price of $1.00 per share.

Additionally, CanArgo has filed a prospectus with Canadian
securities regulatory authorities in respect of an initial public
offering of TPL's ordinary shares as well as a possible sale by
CanArgo of a portion of its interest in TPL.  Completion of the
offering is subject to regulatory approval.  Jennings Capital Inc.
will act as lead agent in respect of the offering.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007, LJ
Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy Corp. 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 stated that the
company may not have sufficient funds to execute its business
plan.

                       About CanArgo Energy

CanArgo Energy Corp. (AMEX: CNR) -- http://www.canargo.com/ --   
is an oil and gas exploration and production company operating in
the oil and gas provinces of the former Soviet Union.  CanArgo is
currently focused primarily on Georgia in the Caucasus, and more
recently has become involved in the major hydrocarbon producing
country of Kazakhstan.  In Georgia, the company has been actively
exploring for new deposits of oil and gas, and is currently
appraising what could be a substantial new discovery of oil.


CAPRI RESORT: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Capri Resort Investors, L.L.C.
        6583 Midnight Pass Road
        Sarasota, FL 34242

Bankruptcy Case No.: 07-04171

Type of Business: The Debtor owns real estate.

Chapter 11 Petition Date: May 20, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: R. John Cole, II
                  46 North Washington Boulevard, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219

Total Assets: $3,300,000

Total Debts:  $2,474,011

Debtor's 7 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Mango Bay                                              $271,943
6583 Midnight Pass Road
Sarasota, FL 34242

Siesta Plaza                                            $39,449
1120 Sun N. Sea
Sarasota, FL 34242

Circle Investors                                        $36,097
6583 Midnight Pass Road
Sarasota, FL 34236

Tropic Isle                                             $15,000

Warren Hickernell Jr., P.A.                             $14,819

Signs in One Day                                         $2,472

Chad M. McClenathen, P.A.                                $1,668


CANYON CAPITAL: S&P Upgrades Rating and Removes Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1L, B-2A, and B-2B notes issued by Canyon Capital CDO 2001-1
Ltd., a high-yield arbitrage CBO transaction managed by Canyon
Capital Advisors LLC.  Concurrently, S&P removed the ratings from
CreditWatch with positive implications, where they were placed
March 28, 2007.  Additionally, S&P withdrew its rating on class A-
1L because the remaining balance for these notes was paid down on
April 30, 2007.
     
The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes, including
the redemption of the remaining $10.07 million for the class A-1L
notes and a $37.33 million paydown to the class A-2L notes on
April 30, 2007.  According to the most recent trustee report dated
April 17, 2007, the class A overcollateralization ratio is
153.22%, compared with a reported ratio of 133.83% at the time the
reinvestment period ended in July 2005.
     
Standard & Poor's reviewed the results of the current cash flow
runs generated for Canyon Capital CDO 2001-1 Ltd. to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.   
When S&P compared the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool, we determined that the ratings assigned to the
class B-1L, B-2A, and B-2B notes were no longer consistent with
the credit enhancement available.  Standard & Poor's will continue
to monitor the performance of the transaction to ensure that the
ratings assigned reflect the credit enhancement available to
support the rated notes.
      

        Ratings Raised and Removed from Creditwatch Positive
   
                  Canyon Capital CDO 2001-1 Ltd.

                     Rating                Balance
                     ------                -------
          Class    To      From      Current      Previous
          -----    --      ----      -------      --------
          B-1L     AA      BBB/Pos   $35,000,000  $35,000,000
          B-2A     BB+     BB/Pos     $6,000,000   $6,000,000
          B-2B     BB+     BB/Pos    $10,000,000  $10,000,000
  

                          Rating Withdrawn
     
                    Canyon Capital CDO 2001-1 Ltd.

                      Rating                Balance
                      ------                -------
          Class    To      From       Current     Previous
          -----    --      ----       -------     ---------
          A-1L     NR      AAA         $0.00      $10,037,000


                     Other Outstanding Ratings

                   Canyon Capital CDO 2001-1 Ltd.

                  Class      Rating        Balance
                  -----      ------        -------
                  A-2L        AAA        $71,665,000
                  A-3L        AAA        $10,000,000
                  A-3         AAA        $34,000,000


CATHOLIC CHURCH: San Diego Wants Court to Set Bar Date
------------------------------------------------------
The Roman Catholic Bishop of San Diego asks the U.S. Bankruptcy
Court for the Southern District of California to:

    (a) fix the deadline to file proofs of claim as 150 days after
        the Court approves the request;

    (b) set the Bar Date for claims resulting from the rejection
        of executory contracts or unexpired leases, as the earlier
        of 30 days from the rejection date, or 30 days from the
        confirmation of a plan of reorganization;

    (c) approve the proposed forms for the Tort Claim Form, Other
        Claims Form, Notice Forms and the Publication Notice;

    (d) approve the Publication program and schedule;

    (e) rule that individuals asserting Tort Claims by filing
        Tort Claim Forms will not be deemed to have waived their
        right to a jury trial; and

    (f) declare that Tort Claims Forms filed with Court will be
        confidential and under seal, unless the Tort Claimant
        specifically elects to make his or her identity public.

The Debtor says that since filing for bankruptcy, it has made
considerable progress toward reorganizing its financial affairs
and taking responsibility for its role in bringing healing and
closure for the victims of sexual abuse by clergies, who had
served the Diocese.  In addition, the Diocese has filed an initial
plan of reorganization, which proposes to compensate the Tort
Claimants from a dedicated fund of $95,000,000.

In light of San Diego's proposal to compensate the Tort Claimants
for their injuries, it is necessary and appropriate for the U.S.
Bankruptcy Court for the Southern District of California to set a
bar date for proofs of claim to determine the universe of
claimants against the Diocese, Gerald P. Kennedy, Esq., at
Procopio, Cory, Hargreaves & Savitch LLP, San Diego, California,
asserts.

The universe of claims includes:

    -- secured claims of creditors;

    -- unsecured claims of trade creditors, vendors and other
       persons or entities who provide goods and services to the
       Diocese;

    -- lenders and other unsecured creditors arising from the
       services provided by the Diocese to the parishes and other
       third parties; and

    -- the unsecured claims of persons who contend they were
       abused by clergy or other persons employed by the Diocese,
       for which the Diocese is liable under various theories.

The Diocese desires to move quickly to resolve its Chapter 11
case for the best interests of all creditors and parties-in-
interest.  To do so, Mr. Kennedy says, it is necessary that the
Claims be identified quickly, while ensuring that broad notice of
a Bar Date is given.  To allow maximum recovery for the proper
claimants, the Diocese and other parties-in-interest should have
an opportunity to review the Claims to evaluate the accuracy of
their amounts, to check if the Diocese is the proper party to
assert the Claim to, and the validity of the underlying claim, he
adds.

Based on discussions with the Office of the U.S. Trustee,
attorneys of certain plaintiffs with pending lawsuits against the
Diocese, and the Official Committee of Unsecured Creditors, the
Diocese has determined that a 150-day period is appropriate.

Mr. Kennedy reminds the Court that Rule 3003(c) of the Federal
Rules of Bankruptcy Procedure mandates the Court to establish a
date, when unscheduled claims, and those listed as disputed,
contingent or unliquidated, or scheduled in amounts different
from that asserted by creditors, must be filed in San Diego's
bankruptcy case or their holders will be precluded from
participating in this Case.  Without a Bar Date, a Chapter 11
case could not be administered to a conclusion because there
would be no deadline limiting the filing of claims and for voting
on a plan of reorganization, Mr. Kennedy explains.

                       Proofs of Claim Form

The Diocese proposes to modify the Official Bankruptcy Form No.
10 to elicit necessary information for the resolution of Tort
Claims.  Based on consultation with certain Tort Claimants'
attorneys and the counsel for the Creditors Committee, the
Diocese has agreed that individuals asserting Tort Claims by
filing Tort Claim Forms will not be deemed to have waived their
right to a jury trial even if a Tort Claimant does not
specifically reserve the right in the Proof of Claim submitted.
The Diocese further proposes that the Claim Form for non-Tort
Claims, or the Other Claims Form, be slightly modified to clearly
advise claimants that they should only use the Other Claims Form
if they are asserting claims other than tort claims.

Mr. Kennedy explains that each claim form is designed to ensure
that claimants provide the necessary information relating to
their claim and to allow the Diocese to determine the nature,
extent and validity of the claims, while being sensitive to the
special issues for victims related to the information sought.  He
adds that to facilitate estimation proceedings, which might occur
together with negotiations toward a consensual plan, the Diocese
and other authorized persons should know the basic information
related to the claim as early as possible.

                  Confidentiality of Tort Claims

To encourage the victims of abuse to file Proofs of Claim, the
Diocese proposes that Tort Claims be filed with the Court
confidentially under the terms of the order issued by the Court
allowing the Diocese to file portions of Schedule F and other
documents under seal.

Each Tort Claim will be filed under seal unless the Tort Claimant
elects on the claim form to make the claim part of the public
record.  The Clerk of the Court will identify each Tort Claim on
the Official Claims Register as a confidential claim, assigning a
claim number without posting the claim form on the Court's
ECF/Pacer system, unless the Tort Claimant elects to make hisor
her identity public.  The Clerk will also provide an unredacted
copy of the claim form to the Diocese's counsel, who will be
responsible for sharing the claim forms with other parties-in-
interest pursuant to certain confidentiality protocols.

Mr. Kennedy discloses that the Diocese has provided information
regarding the confidentiality procedures of Tort Claims to
interested non-party, Copley Press, publisher of San Diego Union
Tribune.  The Diocese will work with Union Tribune and the
Creditors Committee to encourage individuals to file claims
without fear that the claim forms will appear in public.

             Bar Date Notice's Posting and Publication

Because of the abuse victims' reluctance to disclose their
injuries and sufferings, the Diocese proposes to give the
broadest notice possible of the Bar Date.

The Diocese asks the Court to approve the forms of notice that it
will send to all creditors and others entitled to receive the
notice pursuant to Rule 2002(a)(7) of the Federal Rules of
Bankruptcy Procedure.

The Diocese also proposes to publish the Bar Date Notice in
consecutive issues on The Southern Cross Newspaper, San Diego
Parishes' bulletins, Vietnamese bulletin, and Parish bulletins of
San Bernardino, Orange and Los Angeles.  The Diocese will also
post the Notice on its and its Parishes' Web sites, and on other
Internet services.

To further capture the universe of claimants, the Diocese
proposes to provide the Notice through publication of a
Publication Notice to, among others:

     * Chula Vista Star;

     * El Mexicano;

     * Imperial Valley Press;

     * Los Angeles Times;

     * North County Times;

     * San Diego Reader;

     * San Diego Union Tribune;

     * Rancho Santa Fe Review;

     * The Mercury News;

     * The Tribune; and

     * USA Today.

Any creditor, except for future/unknown claimants, who fails to
timely file a Proof of Claim, will be prohibited from
participating in San Diego's reorganization case with respect to
voting on the Plan and distribution under the Plan.  However,
holders of unfiled claims would be bound by the terms of the Plan
once confirmed by the Court.

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: San Diego's Panel Wants Longer Bar Date Period
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
Roman Catholic Bishop of San Diego's chapter 11 case asks the U.S.
Bankruptcy Court for the Southern District of California to deny
the Debtor's request because it believes that the Diocese:

    (i) has sufficient assets to pay timely and in full all
        survivors of childhood sexual abuse, and

   (ii) is attempting to use a present bar date notice to limit
        the rights of future tort claimants, which raises
        avoidable constitutional and fairness issues.

James I. Stang, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Los Angeles, California, proposed counsel for
the Creditors Committee, says that if the Court determines to set
a bar date, the Creditors Committee asks for (i) a longer Bar
Date period, (ii) changes in the forms and manner of notice, and
(iii) a "clear" order assuring that the California limitations
period is not truncated or shortened.

The only consequence of the bar date to the tort claims in San
Diego's Chapter 11 case should be to determine whether the claims
will be treated as classified claims or as future claims under
the plan, Mr. Stang explains.

Mr. Stang notes that setting a Bar Date is the first step in
readying San Diego's bankruptcy case for an eventual
reorganization plan, which might purport to compromise and
discharge timely filed claims and all other assertions of rights
to payments against the Diocese.

San Diego's Chapter 11 case is not a mass torts case and the
Diocese is not a commercial enterprise, Mr. Stang reminds the
Court.  He asserts that setting a Bar Date is not possibly fair
if it makes the victims' ability to participate fully in
receiving a remedy depend upon their coming forward now.  He
explains that certain victims are currently unable either to
understand that they were injured or to come forward with respect
to that injury.

The problem with the exclusion of future tort claimants from Plan
participation is not solved by the Diocese's verbal indication to
appoint an agent for future or unknown tort claimants or by the
inclusion in the proposed Plan of a limited pot of money for
them, Mr. Stang points out.  Providing a remedy is appropriate,
but it is not a substitute for a right to participate before
having one's claim discharged, he says.

To confirm the Diocese's Plan, which calls for $3,000,000 to be
set aside for future claims, an estimate would have to be
undertaken of the claims for which the Diocese proposes to afford
future claims treatment, Mr. Stang insists.  Adding the claims of
the omitted categories of survivors would be simple and would not
be destructive to the Diocese, he maintains.

                 Changes in the Notices and Forms

The Creditors Committee asks the Court to change the Claim Forms
by (i) removing the part asking for a claimant's social security
number; (ii) removing the question asking the claimant when he or
she discovered the impact of the abuse; and (iii) enlarging the
"Court Space" because it is too small for a file stamp.

Moreover, the Creditors Committee suggests:

    -- announcements in the Diocese's pulpits twice per month;

    -- announcements on each Catholic radio stations at least
       three times a week;

    -- reference to the Creditors Committee's Web site on the
       publication notices;

    -- bi-monthly publications on California diocesan newspapers,
       parish bulletins, and on a Vietnamese bulletin;

    -- notices for all households that will receive the Annual
       Catholic Appeal solicitation; and

    -- notices on the mailing lists of all "alumni" of the
       Diocesan schools and orphanages.

The Creditors Committee asks the Court to compel the Diocese to
establish a confidentiality protocol to afford access to the
claims for those who need the information to advance San Diego's
Chapter 11 case; and the appointment of a third-party claims
agent to receive the claim forms at a location outside the
courthouse.

Mr. Stang points out that the Creditors Committee sees no public
rights at issue in keeping the Claim Forms confidential.

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. 92; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CITIGROUP MORTGAGE: Moody's Rates Class M-10 Cert. at (P)Ba1
------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to
certificates issued by Citigroup Mortgage Loan Trust 2007-AHL2.  

The complete provisional rating actions are:

   * Citigroup Mortgage Loan Trust 2007-AHL2

   * Asset-Backed Pass-Through Certificates, Series 2007-AHL2

                  Class A-1, Assigned (P)Aaa
                  Class A-2, Assigned (P)Aaa
                  Class A-3A, Assigned (P)Aaa
                  Class A-3B, Assigned (P)Aaa
                  Class A-3C, Assigned (P)Aaa
                  Class M-1, Assigned (P)Aa1
                  Class M-2, Assigned (P)Aa2
                  Class M-3, Assigned (P)Aa3
                  Class M-4, Assigned (P)A1
                  Class M-5, Assigned (P)A2
                  Class M-6, Assigned (P)A3
                  Class M-7, Assigned (P)Baa1
                  Class M-8, Assigned (P)Baa2
                  Class M-9, Assigned (P)Baa3
                  Class M-10, Assigned (P)Ba1

Investors should be aware that the certificates have not yet been
issued.  Upon issuance of the certificates and upon conclusive
review of all documents and information about the transaction, as
well as any subsequent changes in information, Moody's will
endeavor to assign definitive ratings, which may differ from the
provisional ratings.


CLIPPER CITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Clipper City Tall Ship, L.L.C.
        803 Light Street
        Baltimore, MD 21230

Bankruptcy Case No.: 07-14548

Type of Business: The Debtor owns and operates the "Clipper City"
                  ship where various social events can be held.  
                  See http://www.clippercity.com/

Chapter 11 Petition Date: May 18, 2007

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Shanell Kathleen Harleston, Esq.
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, MD 21117
                  Tel: (410) 356-8880
                  Fax: (410) 356-8804

Total Assets: $1,000,000

Total Debts:    $980,555

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Baltimore Development Corp.      trade debt             $20,379
Suite 1600
36 South Charles Street
Baltimore, MD 21201

Aon                              trade debt              $8,366
P.O. Box 7247-7389
Philadelphia, PA 19170

Discovery Tours                  trade debt              $4,420
P.O. Box 206
Easton, MD 21601

Baltimore Magazine               bank loan               $3,682

Kane Supply                      trade debt              $3,000

W.B.J.C.                         trade debt              $2,000

Travel Host                      trade debt              $1,913

Marine Technologies              trade debt              $1,800

Nick Resurection                 trade debt              $1,400

Premier Bride                    trade debt              $1,125

Blake Goldsmith                  trade debt              $1,000

Charles Baker                    trade debt                $922

Citicard                         trade debt                $800

A.S.T.A.                         trade debt                $650

U.S. Coast Guard                 trade debt                $600

Bank of America                  trade debt                $541

Signs By Tomorrow                trade debt                $457

Elizabeth Weber                  trade debt                $377

Grainger Supplies                trade debt                $350

H.V.A.C.                         trade debt                $345


COMMUNICATION INTELLIGENCE: Posts $807,000 Net Loss in 1st Quarter
------------------------------------------------------------------
Communication Intelligence Corp. reported a net loss of $807,000
on total revenues of $334,000 for the first quarter ended
March 31, 2007, compared with a net loss of $811,000 on total
revenues of $701,000 for the same period last year.

Operating expenses decreased approximately 23%, or $277,000, to
$922,000 for the three months ended March 31, 2007, compared to
$1.2 million in the prior year period.  The decrease in operating
expenses primarily reflects a decrease in sales and marketing and
general and administrative expenses.

Compared to the prior year period, the decrease in revenue is
primarily due to the relative size of orders in the first quarter,
lower reported royalties from a major natural input/Jot customer
and the non-renewal of a maintenance contract from an ongoing
customer due to financial constraints driven by a severe natural
disaster occurring in 2006.

"First let me say, the first quarter revenue does not reflect the
revenue potential we are focused on and, we believe, positioned to
close in the near term," stated CIC's chairman & chief executive
officer, Guido DiGregorio.  

"Although the eSignature revenue for the past two quarters
developed slower than expected, we anticipate that the substantive
sales related progress we have made, with targeted customers,
represents the revenue potential to achieve profitability this
year.  The timing of orders remains challenging and still somewhat
unpredictable, however, we have built a strong pipeline and it
continues to grow.  We believe the fundamentals are in place, the
momentum is building and our efforts together with market adoption
are reaching the critical mass required to achieve near term and
sustained sales growth and profitability."

At March 31, 2007, the company's balance sheet showed $6,024,000
in total assets, $2,797,000 in total liabilities, $70,000 in
minority interest, and $3,157,000 in total stockholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,215,000 in total current assets
available to pay $2,068,000 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?1f8d

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 2, 2007, GHP
Horwath PC raised substantial doubt about Communication
Intelligence Corporation'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 reported that except for
2004, the company has incurred significant losses since its
inception and, at Dec. 31, 2006, the company's accumulated deficit
was about $88,000.  GHP Horwath also added that the company has
primarily funded these losses through the sale of debt and equity
securities.

                 About Communication Intelligence

Based in Redwood Shores, California, Communication Intelligence
Corporation (OTC Bulletin Board: CICI) -- http://www.cic.com/ --
supplies electronic signature solutions for business process
automation in the Financial Industry and a leader in biometric
signature verification.  The company's products enable companies
to achieve paperless workflow in their eBusiness processes by
enabling them with "The Power to Sign Online(R)" with multiple
signature technologies across virtually all applications.  
Industry leaders such as AIG, Charles Schwab, Prudential,
Nationwide (UK) and Wells Fargo chose the company's products to
meet their needs.  The company sells directly to enterprises and
through system integrators, channel partners and OEMs.


CONVERSION SERVICES: Posts $2,650,303 Net Loss in First Quarter
---------------------------------------------------------------
Conversion Services International Inc. reported a net loss of
$2,650,303 for the first quarter ended March 31, 2007, compared
with a net loss of $4,826,198 for the same period ended March 31,
2006.

The company's revenues are primarily comprised of billings to
clients for consulting hours worked on client projects.  Revenues
of $5.6 million for the three months ended March 31, 2007,
decreased by $1.2 million, or 17.4%, compared to revenues of
$6.8 million for the three months ended March 31, 2006.

The net loss for the quarter ended March 31, 2006, included a
$2.3 million loss on early extinguishment of debt as a result of
the company's restructuring of its financing with Laurus Master
Fund Ltd. and a $2.2 million loss on the revaluation of its
compound embedded derivative liabilities and on the revaluation of
its freestanding derivative financial instruments relating to its
warrants.

In July 2005, the company sold substantially all the assets of its
subsidiary, Evoke Software Corporation, to Similarity Systems for
cash and future consideration.  In February 2006, Informatica
Corporation acquired Similarity Systems and, as a result, the
company received a $2.05 million payment, which was recorded as
income from discontinued operations.  There were no results from
discontinued operations reported during the three month period
ended March 31, 2007.

At March 31, 2007, the company's balance sheet showed $12,972,531
in total assets, $9,890,503 in total liabilities, $443,333 in
Series A convertible preferred stock, $1,300,845 in Series B
convertible preferred stock, and $1,337,850 in total stockholders'
equity.

At March 31, 2007, the company's balance sheet showed strained
liquidity with $3,804,524 in total current assets available to pay
$7,737,903 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?1f93

                        Going Concern Doubt

Friedman LLP, in East Hanover, N. J., expressed substantial doubt
about Conversion Services International Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements as of Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring losses, negative cash
flows from operations, net working capital deficiency and its
ability to pay its outstanding debt.

                     About Conversion Services

Conversion Services International Inc. (AMEX: CVN) --
http://www.csiwhq.com/ -- provides professional services focusing
on strategic consulting, data warehousing, business intelligence,
business process reengineering, as well as integration and
information technology management solutions.


COURTNEY CONSTRUCTION: Case Summary & 40 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Courtney Construction Company of Alexandria, Inc.
             6411 Masonic Drive
             Alexandria, LA 71301

Bankruptcy Case No.: 07-80454

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Courtney Equipment Company, Inc.           07-80455

Chapter 11 Petition Date: May 18, 2007

Court: Western District of Louisiana (Alexandria)

Debtors' Counsel: Wade N. Kelly, Esq.
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274

                                        Total Assets   Total Debts
                                        ------------   -----------
Courtney Construction Company of          $2,939,000    $4,721,050
Alexandria, Inc.

Courtney Equipment Company, Inc.            $552,411    $1,338,144

A. Courtney Construction Company of Alexandria, Inc's 20 Largest
   Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
I.R.S.                           withholding         $1,200,000
600 South Maestri PI,            taxes;
Suite 31                         estimated
New Orleans, LA 70130            subject to proof
                                 of claim

L.A. Commerce & Trade            disputed              $387,114
Association
P.O. Box 86510
Baton Rouge, LA 70879

L.A. Safety Assoc.               judgment for          $350,000
Timbermans                       workmans comp.
c/o Ricky Sooter                 audit amount
934 Third Street,
Suite 801
Alexandria, LA 71309

Fuelman of Baton Rouge           payable               $190,304

L.W.C.C.                         claim                 $125,774

Fleetone, L.L.C.                 payable                $95,122

Evangeline Bank                  metal building         $85,263
                                 for business at
                                 6411 Masonic
                                 Drive, included
                                 in property
                                 description with
                                 mortgage but
                                 separate note
                                 for building;
                                 value of
                                 security:
                                 $75,000

Pat S. Todd Oil Co., Inc.        payable                $71,457

L.U.B.A. Workers Comp.           disputed               $64,907
                                 workman's comp.
                                 audit

I.E.S.I. L.A. Corp.                                     $47,559

L.A. Department of Revenue       state                  $30,547
                                 withholding
                                 and motor
                                 vehicle

Russell Daniel Oil Co.           payable                $21,667

Fleet Fueling                    payable                $21,394

Louisiana Companies              insurance              $19,661
                                 premium

Scott Construction               1995 Dump              $16,494
                                 Trailer VIN
                                 ending 0730;
                                 95 Dump
                                 Trailer VIN
                                 0729

International Paper              payable                $13,886

Engineering & Associates, Inc.   payable                $12,479

A.R.K.L.A. Taylor, Inc.          payable                $12,265

National Equipment Leasing       payable                $10,998

Moreman, Moore & Co.                                     $8,996

B. Courtney Equipment Company, Inc's 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Louisiana Safety Association     judgment for          $350,000
of Timber                        workers comp
P.O. Box 1439                    audit
Winnfield, LA 71483

Fleetcor-DM                      disputed              $214,827
c/o Herschel C. Adcock, Jr.      account
P.O. Box 87379
Baton Rouge, LA 70879

L.A. Workers Comp. Corp.         workers comp          $214,439
c/o Chad Berry                   premium suit
2237 South Acadian Thruway
Baton Rouge, LA 70808

L.A. Department Revenue          withholding            $55,315
                                 taxes

G.E.C.C.                         lease contract         $40,455
                                 dispute

Scott Construction Equipment     payable                $36,207

D.&J. Tire, Inc.                 payable                $33,582

Jerry Tyler's Wrecker            payable                $31,066
Service

Regions Bank                     payable                $26,700

First Equity Card                charges for            $23,939
                                 business
                                 expenses

Chase Card Services              payable                $21,112

J. Mark Miller, A.P.L.C.         payable                $18,279

Fraser, Morriss & Wheeler        payable                $18,035

Peterbilt of Shreveport          payable                $17,305

First Equity-VISA                payable                $15,396

ALLTEL                           payable                $14,712

James P. Hill, Inc.              payable                $13,483

Trailer Management               payable                $12,918

Travelers                        payable                $12,708

Timmons Truck Center             payable                $11,758


DAIMLERCHRYSLER: Hopes to Reduce Debt After Chrysler Sale Closes
----------------------------------------------------------------
DaimlerChrysler AG will use the repayment of inter-company loans
to significantly shrink its debt once the sale of U.S. arm
Chrysler Group closes, Chief Financial Officer Bodo Uebber told
German newspaper Boersen-Zeitung in an interview, Reuters reports.

"Based on the favorable maturity structure for bonds, bank loans
and commercial paper, Daimler will reduce the debt that is no
longer needed to around EUR10 billion by September 2007," he was
quoted as saying.  "In addition, bonds that mature in the fourth
quarter of 2007 and the first quarter of 2008 will not be
replaced.  Then Daimler will have no more excess debt on its books
by the second quarter of 2008."  Mr. Uebber further said that the
company would not issue bonds or commercial paper in future
quarters, Reuters notes.

                No Acquisitions for Mercedes-Benz

Meanwhile, Daimler has decided to forgo all acquisitions for its
luxury brand Mercedes-Benz, emulating the go-it-alone strategy of
rival BMW after it sold off Rover, Reuters relates.  Chief
Executive Dieter Zetsche told German Sunday newspaper Welt am
Sonntag that he has not recognized any acquisition target that
could strengthen Mercedes.  He sees little to gain from trying to
diversify risks by balancing its brand portfolio with another
leading marque, Reuters suggests.

                         Chrysler A Drag

Commenting on the Chrysler sale, Mr. Zetsche was quoted by Times
Online as saying: "We have realized the synergies between Mercedes
and Chrysler, and the additional opportunities for cooperation
between two businesses that operate in distinctly different market
segments, are limited.  In addition, the extreme volatility and
price pressure in Chrysler's core American market limit Daimler
Chrysler's overall profitability and the value of our shares."

On the other hand, Mr. Zetsche said that DaimlerChrysler's
maintaining a stake in Chrysler helped get Ron Gettelfinger, the
president of the United Automobile Workers, to support the sale to
Cerberus Capital Management LP, Bloomberg News states, citing a
New York Times report.  He added that a Chrysler sale was
necessary because, even if the U.S. division reaches a possible
profit margin of 5 percent, the unit would still "drag down" the
rest of the company.

                 Stock Price Increase Projected

Concurrently, Barron's magazine claims that Daimler's stock may
continue the rise that began last year, freed from the burden of
Chrysler, and could hit $100 or more in a year, Reuters says.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: Sells 50% stake in China's Yaxing Benz Ltd.
---------------------------------------------------------------
DaimlerChrysler AG has sold its entire 50% stake in Chinese bus
maker Yaxing Benz Ltd. for an undisclosed sum, paving the way for
the German automaker's plan to set up a truck-manufacturing joint
venture in China, the Wall Street Journal reports.

The transfer of the company's stake in the 50-50-owned bus joint
venture was concluded in March 2007, WSJ relates, quoting
DaimlerChrysler (China) Ltd. spokesman Trevor C. Hale.

Jiangsu Yaxing Motor & Coach Group has become the sole shareholder
of Yaxing Benz under the agreement.  Mr. Hale noted that the
share transfer "will allow shareholders [of Yaxing Benz] to pursue
additional business opportunities" but he did not elaborate on
the matter.

DaimlerChrysler's exit from one of its two commercial-vehicle
ventures in China, Yaxing Benz, effectively clears regulatory
hurdles to its planned 50-50-truck joint venture with Beijing-
based Beiqi Foton Motor Co.  The proposed venture with Beiqi Foton
could help the German carmaker gain a license to make Mercedes-
Benz trucks in China, WSJ suggests.

Chinese laws currently limit foreign automakers to a maximum of
two passenger-car joint ventures and two commercial-vehicle joint
ventures, WSJ observes.  Daimler already has a multipurpose-
vehicle joint venture based in the southern province of Fujian,
called DaimlerChrysler Vans (China) Ltd.

DaimlerChrysler signed in late 2006 an agreement to invest CNY817
million ($106.5 million) for a 24% stake in Beiqi Foton, China's
largest light-duty truck maker by production, WSJ states.  Beiqi
Foton's board of directors approved the deal in December 2006, but
it is still awaiting the Chinese government's approval.

According to the report, DaimlerChrysler and Beiqi Foton have
signed a memorandum of understanding to "explore the possibility
and feasibility of cooperating with Foton in making heavy- and
medium-duty trucks in China," Mr. Hale added.

                      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.


DAVE & BUSTER'S: Posts $11.6 Million Net Loss in Fiscal Year 2006
-----------------------------------------------------------------
Dave & Buster's Inc. disclosed results for its fourth quarter and
fiscal year ended Feb. 4, 2007.  Net loss for the fourth quarter
of fiscal 2006 was $943,000, as compared with a net income of
$4.2 million for the fourth quarter of fiscal 2005, period ended
Jan. 29, 2006.  For the fiscal 2006, the company incurred a net
loss of $11.6 million, as compared with a net income for the
fiscal year 2005 of $4.3 million.

Highlights for the 14-week fourth quarter of 2006, as compared
with the 13-week fourth quarter of 2005 were:

     -- Total revenue increased 9.7 % to $143.9 million from
        $131.2 million in the fourth quarter of 2005.

     -- Food and Beverage revenues for the quarter increased 12.2%
        versus prior year, while Amusement and Other revenues
        increased 6.5% for the fourth quarter.

     -- Same store sales increased 1.3% over a comparable 14-week
        period in 2005, while same store sales for previously
        acquired Jillian's were up 7.7% over a similar period in
        2005.

     -- During the fourth quarter, the company recorded two non-
        cash, non-recurring charges totaling about $5.5 million.  
        The company reduced Amusement revenues by $2.4 million as
        a result of a revision to its method of estimating the
        timing of revenue recognized for amusement game plays.  It
        does not expect the deferral of revenue to change
        significantly in future periods.  As such, the company
        does not anticipate a recurring financial statement impact
        related to this method change.  Also, the company recorded
        additional liabilities resulting from its change in
        estimate related to workers compensation and general
        liability claims resulting in a $3.1 million increase in
        store operating expenses.  The majority of the adjustment
        for insurance relates to policy periods prior to fiscal
        2006.  Collectively, these adjustments do not reflect a
        material change in the historic trends or business outlook
        of the company.

     -- Operating income increased to $10.8 million from
        $7.9 million in the same period last year.

     -- During the fourth quarter of 2005, the company opened one
        location in the Minneapolis, Minnesota area.

Highlights for the 53-week fiscal year 2006, as compared with the
52-week fiscal year 2005 were:

     -- Total revenue increased 10.1% to $510.2 million from
        $463.5 million.

     -- Food and Beverage revenues for the year increased 11.9%
        versus prior year, while Amusement and Other revenues
        increased 7.9% for the year.

     -- Same Store Sales increased 4.1% compared to a 53 week 2005
        period, while same store sales for its previously acquired
        Jillian's were up 6.8% over the same time period.

     -- Operating income increased to $13.4 million from
        $13 million year over year.

As of Feb. 4, 2007, the company listed total assets of
$506.8 million, total liabilities of $410.1 million, resulting in
a total stockholders' equity of $96.7 million.  Retained deficit
were $12.1 million at Feb. 4, 2007, as compared with retained
earnings of $79.1 million at Jan. 29, 2006.

A full-text copy of the company's annual report for fiscal 2006 is
available for free at http://ResearchArchives.com/t/s?1f9e

"We have made significant progress in our margin improvement
versus prior year while maintaining the sales momentum we
established in the first half of the year," stated Steve King, the
company's chief executive officer.  "I am proud of our team's
ability to stay focused this year on improving operating
performance and leveraging our sales increases throughout the
fourth quarter."

Mr. King concluded, "I am confident that the foundation we put in
place in 2006 to re-energize this strong brand will continue to
produce improved results as we move through 2007 and beyond."

                       About Dave & Buster's

Dave & Buster's Inc. -- http://www.daveandbusters.com/-- is an  
operator of large-format, high-volume restaurant/entertainment
complexes.  Its complexes combine high-quality casual dining with
an extensive array of entertainment attractions.  The company has
a menu of moderately priced food and beverage offerings, and its
highly trained staff provides attentive and friendly service for
guests.  Dave & Buster's was acquired on March 8, 2006, by WS
Midway Holdings Inc.

                          *     *     *

Dave & Buster's Inc. carries Moody's Ba2 Bank Loan Debt Rating, B3
Senior Unsecured Debt Rating, and B2 Probability-of-Default
Rating.  Also, the company carries Standard & Poor's 'B-' Long-
term Foreign and Local Issuer Credit Ratings.


DELPHI CORP: Seeks Court Approval on IRS Pension Plan Waivers
-------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to:

   (a) perform under pension funding waivers issued by the United
       States Internal Revenue Service; and

   (b) provide letters of credit to the Pension Benefit Guaranty
       Corporation in connection with the waivers.

Delphi Corp. maintains two separate pension plans for its
employees, one for salaried workers and one for hourly workers.  
The Debtors' funding obligations under the Pension Plans are
governed by the Internal Revenue Code of 1986 and the Employee
Retirement Income Security Act of 1974, as amended.  Under the
IRC and ERISA, the Debtors are required to meet certain minimum
funding standards for their Pension Plans.

Section 4971(a) of the IRC imposes a 10% excise tax penalty on
the amount of any funding deficiency on the Pension Plans.  In
addition, Section 4971(b) of the IRC imposes an excise tax
penalty of 100% if the Debtors do not timely correct the funding
deficiency.  The total potential excise tax that the IRS might
assert in respect of the Pension Plans after June 15, 2007, could
be more than $1,400,000,000, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
tells the Court.

The Debtors' Plan Framework Support Agreement with a group of
investors led by Appaloosa Management L.P. requires the Debtors
to effect a transfer of certain of their hourly pension plan
obligations to General Motors Corp. under Section 414(l) of the
IRC.

To make that transfer economically feasible for the Debtors,
Mr. Butler relates that the Debtors must secure a short extension
of the statutory June 15, 2007 funding deadline for the Pension
Plan Year ended September 30, 2006.

The IRS has agreed to waive the Debtors' minimum funding
requirements for the Pension Plan Year ended September 30, 2006,
until the Debtors emerge from Chapter 11 and bring their funding
obligations up to date, Mr. Butler informs the Court.

Under an hourly pension plan waiver and a salaried pension plan
waiver, the IRS specifically agrees to:

   (a) extend the June 15, 2007 funding deadline for the Pension
       Plan Year ended September 30, 2006; and

   (b) settle its excise tax claims against the Debtors for the
       Pension Plan Year ended September 30, 2005.

In exchange, the Debtors pledge to make an accelerated
$10,000,000 contribution to the Hourly Pension Plan upon their
emergence from bankruptcy.

The Waivers further provide that Delphi must file a Chapter 11
plan by July 31, 2007, and must satisfy any minimum funding
requirements by the effective date of a Chapter 11 plan, which
must be not later than November 15, 2007.

As security for the Debtors' obligations under the Waivers,
Delphi will provide the PBGC with letters of credit aggregating
$100,000,000 on account of its Hourly Pension Plan and
$50,000,000 on account of its Salaried Pension Plan by June 15,
2007.

If Delphi does not meet its obligations under the Waivers, the
PBGC will apply the proceeds of the Letters of Credit for the
benefit of the Pension Plans.  Once Delphi emerges from Chapter
11 and satisfies its obligations under the Waivers, the L/Cs will
expire.

Delphi intends to honor its pension obligations and, thus, does
not anticipate that the Letters of Credit will ever be drawn down
by the PBGC.

The Debtors' total cost for entering into the Waivers is
approximately $5,754,125.  "The costs of performing under the
Waivers are substantially less than the benefit to be gained from
effecting the Section 414(l) transaction and the resolution of
the IRS penalty issues," Mr. Butler avers.

The terms of the Waivers, Mr. Butler adds, were negotiated among
the Debtors, the IRS, and the PBGC at arm's length and in good
faith.

The Waivers are the largest funding waivers ever granted by the
IRS, Mr. Butler notes.

                     About Delphi Corporation

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of      
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.  (Delphi
Corporation Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive plan-filing period expires on July 31,
2007.


DELPHI CORP: Wants Court Nod on EDS Settlement Agreement
--------------------------------------------------------
Electronic Data Systems Corporation, EDS Information Services
L.L.C., and EDS de Mexico, S.A. de C.V., provide information
technology outsourcing services to Delphi Corp. and its debtor-
affiliates pursuant to certain services agreements.

EDS is a member of the Official Committee of Unsecured Creditors.

On July 28, 2006, EDS filed six proofs of claim against the
Debtors asserting payment for goods and services:

                   Unsecured       Priority
     Claim No.    Claim Amount   Claim Amount
     ---------    ------------   ------------
       12678      $16,691,418     $2,061,011
       12679       16,691,418      2,061,011
       12680          518,330      2,061,011
       12681       16,691,418      2,061,011
       12682          518,330      2,061,011
       12683       16,691,418      2,061,011

The Debtors have determined that some amounts asserted by the EDS
Claims are not due and owing pursuant to their books and records.

In an effort to consensually resolve their dispute, the Parties
negotiated the terms of a settlement agreement.

The Settlement Agreement provides for the partial allowance of
Claim No. 12678 and the disallowance of Claim Nos. 12679, 12680,
12681, 12682, and 12683, subject to EDS' right to reassert Claim
No. 12679.

The Debtors agree to allow Claim No. 12678 as a prepetition
general unsecured non-priority claim for:

   (a) $11,678,813 against Delphi Automotive Systems, LLC; and

   (b) $4,999,999 against Delphi Corp.

If reasserted, Claim No. 12679 will be (i) allowed for
$11,678,813 against Delphi Corp.; and (ii) assertable for
$4,999,999 against DAS.  DAS reserves its right to contest
whether it is an obligor liable for a $4,999,999 portion of Claim
No. 12679.

EDS will not be able to reassert Claim No. 12679 against Delphi
Corp. if a plan of reorganization confirmed in the Debtors'
bankruptcy cases provides for either the substantive
consolidation of the Debtors' assets and liabilities, or the full
recovery to EDS of Claim No. 12678.

Claim Nos. 12678 and 12679, if allowed, will be jointly held by
EDS Corp. and EDS Information Services, John Wm. Butler, Jr.,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois, relates.  EDS Corp. will act as the voting claimant on
behalf of itself and EDS Information Services on account Claim
Nos. 12678 and 12679 in connection with any plan of
reorganization filed by the Debtors.  In addition, EDS Corp. will
accept on behalf of itself and EDS Information Services any and
all distributions made under a confirmed plan of reorganization
with respect to Claim Nos. 12678 and 12679.

Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedures, the Debtors ask the
Court to approve their settlement agreement with EDS.

The Debtors believe that the Settlement Agreement is fair and
reasonable and in their best interests, as well as that of their
creditors.  The Debtors, Mr. Butler points out, would waste
significant time and incur high costs if they were to continue
litigating the EDS Claims.

                     About Delphi Corporation

Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of      
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.  (Delphi
Corporation Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive plan-filing period expires on July 31,
2007.


DELTA MILLS: Gets $3.75 Million Offer for South Carolina Plant
--------------------------------------------------------------
Delta Mills Inc. obtained a $3.75 million offer from Stanley
Atkins, for the purchase of its 98-acre and 423,000 square foot
plant in Fountain Inn, South Carolina, Bill Rochelle of Bloomberg
News reports.

According to the report, following receipt of the offer, the
Debtor said prior to a sale hearing last week that it will ask the
U.S. Bankruptcy Court for the District of Delaware to set these
key dates:

   -- June 22, 2007, as the bid deadline;

   -- June 27, 2007, as the auction date; and

   -- June 28, 2007, as the sale approval hearing.

The source relates that prior to the current sale, Delta Mills
sold its equipment and filed a liquidating plan which said that
unsecured creditors with claims totaling up to $41 million would
be paid only after secured and priority claims are paid in full.

Delta Mills Inc. manufactures and sells textile products for the
apparel industry.  The company, its parent, Delta Woodside
Industries Inc., and an affiliate, Delta Mills Marketing Inc.,
filed for chapter 11 protection on Oct. 13, 2006 (Bankr. D. Del.
Case No. 06-11144).  Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, represents the Debtors.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts between $1 million to $100 million.


DORMITORY AUTHORITY: S&P Cuts Rating on Bonds to BB+
----------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on the Dormitory Authority of the State of New York's series 2005A
and B insured revenue bonds, and series 2000 bonds, issued for
Pace University, to 'BB+' from 'BBB', reflecting the university's
continued significant operating deficits.  The outlook is
negative.
      
"The negative outlook reflects our concern that continued
operating deficits on a GAAP basis and/or failure to improve
demand could lead to a lower rating," said Standard & Poor's
credit analyst Gwendolyn Shufro.  "Conversely, improved demand
coupled with stabilized financial performance could lead to a
stable outlook."
     
The 'BB+' rating reflects the university's large operating
deficits of $13.8 million in fiscal 2006 and $7.5 million in
fiscal 2005 from enrollment decreases and other unexpected cost
pressures, as well as an expected operating deficit of about
$17.0 million for fiscal 2007; and increase in debt, as the
university replaced an existing $25 million line of credit with
$62 million of short-term notes to help alleviate working capital
needs.
     
In addition, the rating reflects the university's weak demand,
with a smaller-than-typical freshman class for fall 2006, down by
more than 320 students from the previous year; lack of revenue
diversity, with student-generated fees contributing 88% of total
adjusted operating revenue; and low liquidity, with cash and
investments at a low 34% of operating expenses and 73% of debt.
     
Positive rating factors include the university's low maximum
annual debt service burden of 3.4%; endowment with a market value
of $113 million, although it is heavily invested in alternative
assets; and increased fundraising, with the university in the
midst of a capital campaign, which has raised $65 million toward
its $100 million goal.
     
The lowered rating affects about $131 million in rated debt.


DYNEGY HOLDINGS: Fitch Rates $1.65B Senior Unsecured Notes at B+
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to the following note
issues of Dynegy Holdings Inc.:

     -- $1.1 billion 7.75% unsecured notes due 2019;
     -- $550 million 7.50% unsecured notes due 2015.

The proceeds of the Notes will be used to refinance secured
project finance debt relating to assets recently acquired from the
LS Power Group.  The Notes rank equally with DHI's other senior
unsecured debt.  DHI's Issuer Default Rating is currently rated
'B/RR3' by Fitch.  The Rating Outlook is Stable.

DHI's ratings reflect an improved risk profile of the company due
to the recent acquisition of 8,305 MWs of generation assets from
the LS Power Group  and the expectation that DHI will benefit from
higher pricing in wholesale power markets over the next several
years as reserve margins continue to tighten.  The acquisition of
the LSP assets resulted in a consolidated generation asset mix
that is more diverse in terms of geography, fuel and dispatch.  
Additionally, the acquisition results in a reduction of DHI's
commodity price exposure, as the output of a large percentage of
the LSP assets is hedged or contracted.  Fitch expects DHI to have
sufficient liquidity to meet needs for the next several years.

Fitch's rating concerns include the projected high leverage for
the combined merged company, with estimated debt to EBITDA for the
year ending 2007 projected at 5.75 times to 6x.  In addition,
Fitch will be looking for a demonstrated ability to manage
commodity risk exposure effectively, especially in light of the
expiration at year-end 2006 of the fixed priced contract for its
Illinois power output that was only partially replaced in the
Illinois auction as well as the need to manage the hedged
positions associated with the LSP assets.

DHI is a wholly owned subsidiary of Dynegy Inc. and is engaged in
the generation and sale of wholesale electric power.  DHI owns
approximately 20,000 megawatts of wholesale power assets.

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.


EAGLE BROADBAND: Sells Fiber Network to Optical Ent. for $1.9 Mil.
------------------------------------------------------------------
Eagle Broadband, Inc. entered into an agreement to sell a portion
of its fiber network located in northwest Harris County, Texas and
Fort Bend County, Texas to Optical Entertainment Network, Inc.  
Under the terms of the letter agreement, OEN and Eagle executed an
asset purchase agreement on May 18, 2007, which will provide for a
closing on June 15, 2007.  OEN will pay Eagle $1.9 million over a
period of 13 months and the asset purchase agreement will also
provide for an additional payment of $800,000 to Eagle in the
event OEN is purchased by a third party or if OEN sells the
network to a third party.

"OEN has been operating a portion of our network for over a year
now after we decided that the traditional cable business was not a
key part of our core operations and strategy going forward," Dave
Micek, president and CEO of Eagle Broadband, said.  "OEN has
expressed an interest in purchasing the network for some time now,
and we're glad that we were able to agree on a purchase structure
that works for both of us.  This transaction will allow Eagle to
further concentrate our efforts on our IPTV and IT Services
businesses, and to focus on delivering IPTV to upscale high-rise
condominiums in the Miami area rather than residential
subdivisions."

"The demographics within the network have always been attractive
and this purchase allows OEN to easily expand our FISION(TM)
service within these communities and widen our footprint to other
bordering neighborhoods that have expressed a strong appetite for
our Triple Play Plus(TM) offering," Albert J. Estrada, president
and CEO of OEN, said.

Eagle is currently providing Network Operating Center services to
OEN on this network and expects to continue doing so going
forward.

                       About Eagle Broadband

Eagle Broadband Inc. (OTC BB: EAGB) -- http://eaglebroadband.com/
-- is a technology company that develops and delivers products and
services in three core business segments: IPTV -- Eagle
Broadband's IPTVComplete(TM) provides direct access to more than
250 channels of high-demand programming from popular entertainment
providers, often using Eagle's high-definition, set-top boxes.

SatMAX(R) -- Eagle Broadband's SatMAX provides indoor/outdoor
communications utilizing the global Iridium-based satellite
communications system.  It offers both fixed and mobile solutions,
including the emergency first responder SatMAX Alpha "SatMAX-in-a-
suitcase" technology.

IT Services - Eagle Broadband's IT Services Group is a full-
service integrator offering a complete range of network technology
products including VoIP, remote network management, network
implementation services and IT project management services.

At Feb. 28, 2007, the company's balance sheet showed $19.1 million
in total assets and $19.3 million in total liabilities, resulting
in a $134,000 total stockholders' deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 27, 2006,
LBB & Associates Ltd. LLP in Houston, Texas, expressed substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


EMI GROUP: Board Recommends Terra Firma's GBP2.4 Billion Offer
--------------------------------------------------------------
The Board of Directors of EMI Group Plc has agreed to a takeover
bid by British private equity group Terra Firma Capital for
GBP2.4 billion, or GBP3.2 billion including debt, flushing out
rivals that include on-off suitor Warner Music Group Plc, US
investment firms Cerberus, One Equity Partners and Fortress.

"The EMI board received a number of proposals from several
different parties.  Terra Firma's offer is the most attractive
proposal received and delivers cash now, without regulatory
uncertainty and with the minimum of operational risk to the
company," EMI Chairman John Gildersleeve said in a statement.

Terra Firma, founded by Guy Hands, submitted the sealed offer of
around 265 pence in cash for each EMI share yesterday morning, in
time for the final deadline, which was brought forward by two days
to accompany its annual earnings release, the Associated Press
says in a report carried by the International Herald Tribune.

EMI's board intends to recommend the deal unanimously to EMI
shareholders for acceptance, which also includes a GBP24 million
break-up fee.

Greenhill & Co. International LLP, Citigroup Global Markets
Limited and Deutsche Bank act as joint financial advisers to EMI.

Sources familiar with the deal told Kate Holton and Jeffrey
Goldfarb of Reuters that Terra Firma intended to keep EMI intact
and proceed with plans to securitize the company's music
publishing assets.  The firm, however, does not have a management
team lined up to take over as is often common in such deals,
Reuters relates.

Analysts said the deal raises speculations of an all-out bidding
war for the record company, home to the Beatles and Norah Jones,
published reports say.

Siobhan Kennedy and Rebecca O'Connor of Times Online note the
agreed deal with Terra Firm will not prevent other interested
bidders to submit higher bids although it is believed that Terra
Firma's offer is fully funded and ready to be launched to
shareholders.

                        Warner Music Bid

Prior to the announcement, Warner Music Group has sweetened its
bid to acquire EMI by offering to pay a break-up fee of between
GBP50 million and GBP100 million in case the European Commission
blocks its planned takeover of the UK music group, Dominic White
writes for The Telegraph.

On March 2, 2007, EMI rejected Warner Music's GBP2.1 billion non-
binding takeover bid, saying that the price of 260 pence per share
in cash for EMI is inadequate.  According to Mr. White of The
Telegraph, EMI also cited concerns that Warner had not offered to
take any of the regulatory risk in relation to the takeover.

Warner Music, The Telegraph says, indicated to EMI that the break-
up fee would not add to its latest bid but would only be applied
if the deal were blocked.  Warner adds that it is not ready to
make an unconditional offer for EMI as it could potentially
struggle to find a buyer for the latter's recorded music assets,
The Telegraph relates.

Warner Music has begun due diligence after gaining access to EMI's
books last week, Emiko Terazono and Andrew Edgecliffe-Johnson of
The Financial Times report.  

Warner Music could naturally be the home for EMI as the combined
companies battle against a shrinking CD market and rampant online
piracy, The Telegraph adds.

Unlike a Warner Music tie-up, a private equity deal could be
completed much more quickly because of the absence of regulatory
risks.

                    About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--    
is a music company that operates through numerous international
affiliates and licensees in more than 50 countries.  Warner Music
maintains international operations in Argentina, Australia,
Brazil, Canada, Croatia, Denmark, France, Germany, Greece, Hong
Kong, Hungary, India, Ireland, Malaysia, Mexico, Philippines,
Thailand, and the United Kingdom, among others.

                        About Terra Firma

Terra Firma is a leading European private equity firm, created in
2002 as the independent successor to the Principal Finance Group,
a division of Nomura that was created in 1994.  Terra Firma
focuses on buyouts of large, asset-rich and complex businesses in
need of operational and/or strategic change.


Since its inception in 1994, Terra Firma has invested over
EUR7 billion of equity and has completed transactions with an
aggregate transaction value of over EUR30 billion.  Terra Firma
has offices in London and Frankfurt.

                            About EMI

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent  
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near EUR2 billion and operating profit
generated was over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet
revealed GBP1.817 billion in total assets, GBP2.544 billion in
total liabilities and GBP726.6 million in shareholders' deficit.

The company issued two profit warnings since January 2007.

                          *     *     *

In February 2007, Standard & Poor's Ratings Services lowered its
long-term corporate credit and senior unsecured debt ratings on
U.K.-based music group EMI Group PLC to 'BB-' from 'BB'.  The 'B'
short-term rating was affirmed.

At the same time, the long-term corporate credit rating and debt
ratings were put on CreditWatch with negative implications.

In January 2007, Moody's Investors Service downgraded EMI Group
plc's Corporate Family and senior debt ratings to Ba3 from Ba2.  
All ratings remain under review for possible further downgrade.  
Downgrade and review follow the announcement that EMI:

   (i) will incur up to GBP150 million in incremental
       restructuring costs,

  (ii) has performed below its expectations during its financial
       year-to-date,

(iii) has installed Eric Nicoli, hitherto chairman of the group
       as CEO of EMI Group and of EMI Recorded Music and

  (iv) is reviewing its balance sheet.


FORD MOTOR: Wixom Assembly Plant in Michigan to Close on May 31
---------------------------------------------------------------
The largest assembly plant of Ford Motor Corp. in Wixom, Michigan,
which opened in 1957, will cease operating on May 31, 2007,
various reports say.

According to the Associated Press, plant manager Phil Calhoun
related that morale is high because workers were presented with
one of several severance packages that included educational
buyouts or retirement or transfers to other facilities.

Employees expressed pride on the legacy they have formed and
optimism in taking on other opportunities when the plant closes.  
Unlike 16 months ago when Ford disclosed the inclusion of Wixom
plant, which makes Lincoln Town Cars, in its restructuring plan,
employees conveyed hurt and disappointment, various sources
relates.

As reported in the Troubled Company Reporter on May 9, 2007, the
company's Way Forward restructuring plan, which will displace
26,000 jobs and close 16 plants by 2012, aims to transform its
North American automotive business.

Wixom city mayor Michael McDonald knew the plant was closing and
have been ready, Louis Aguilar of The Detroit News writes.  The
city exerted effort to entice small industrial companies,
including National Liquid Blasting Corp. and General Motors
Corp.'s powertrain and design services units.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in    
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3-billion of senior convertible notes due
2036.


GAINEY CORP: Weak Performance Cues S&P's Negative Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Gainey
Corp. to negative from stable.

At the same time, S&P affirmed its 'BB-' corporate credit and bank
loan ratings on the Grand Rapids, Michigan-based trucking company.
     
"The outlook revision reflects somewhat weaker-than-expected
financial performance," said Standard & Poor's credit analyst
Philip Baggaley.  Gainey's earnings have been affected by the soft
freight environment.  "The company has taken measures to reduce
capacity and cut costs, which should result in better financial
results later this year," said Mr. Baggaley.  "However, if market
conditions and operating results fail to improve, ratings could be
lowered."  
     
Ratings on Gainey reflect its participation in the competitive,
highly fragmented, seasonal, and cyclical truckload industry,
combined with a leveraged financial profile and an aggressive
acquisition history.  The ratings also incorporate the company's
record of fairly consistent profitability and cash flow
generation.
     
The truckload industry in which Gainey operates is large, at more
than $300 billion, and highly fragmented, with more than 300,000
participants.  The top 10 companies represent less than 5% of
total sales.  Gainey, with more than $400 million in sales, is a
second-tier participant in truckload trucking, competing against
both large companies such as J.B. Hunt Transport Services Inc.   
(with annual sales more than $3 billion), and many smaller
truckers.  The company operates approximately 2,200 trucks and
more than 2,400 trailers from 15 locations throughout the U.S.  
The company's top 10 customers represent about 20% of its
business, giving Gainey some diversification.
     
Gainey operates in four business segments: dry van freight (which
is the majority of the company's business), refrigerated goods,
pressurized gases, and freight brokerage.  This mix of businesses
provides some diversity to help offset cyclical fluctuations in
individual business segments.  Gainey has a wide range of
customers, which include home improvement, consumer goods, and
major oil companies.
     
Financial results are expected to improve in the second half of
2007 as the freight environment improves, which should result in a
small amount of free cash generation and a modest amount of debt
reduction.  Ratings could be lowered if financial results fail to
improve and expected gains in credit protection measures fail to
materialize.  An outlook change to stable is possible if Gainey's
credit metrics return to expected levels.


GAMESTOP CORP: Debt Reduction Cues S&P to Lift Ratings
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Grapevine, Texas-based GameStop
Corp., a retailer of video game products and PC entertainment
software, to 'BB-' from 'B+'.

At the same time, the ratings on the $475 million fixed-rate and
the $475 million floating-rate notes were also changed to 'BB-'.  

The rating change is based on the company's successful integration
of EB Games, strengthened cash flow protection measures, and
continued debt reduction.  The outlook is positive.
     
The ratings on GameStop reflect its participation in the highly
competitive video game and PC entertainment software industry, the
cyclical and seasonal nature of the industry, and the company's
aggressive capital structure with fair credit protection measures.
      
"We would consider an upgrade if the company continues to reduce
its debt significantly while maintaining its trend of improved
operating performance," said Standard & Poor's credit analyst
David Kuntz, "which would result in a credit profile more
commensurate with a higher rating."

Headquartered in Grapevine, Texas, GameStop Corp. (NYSE:GME)
-- http://www.gamestop.com/-- sells video games.  The company  
operates 4,778 retail stores throughout the United States,
Austria, Australia, Canada, Denmark, Finland, Germany, Italy,
Ireland, New Zealand, Norway, Puerto Rico, Spain, Sweden,
Switzerland and the United Kingdom.  The company also owns
commerce-enabled Web properties, GameStop.com and ebgames.com, and
Game Informer(R) magazine, a leading video and computer game
publication.  GameStop sells the most popular new software,
hardware and game accessories for the PC and next generation video
game systems from Sony, Nintendo, and Microsoft.  In addition, the
company sells computer and video game magazines and strategy
guides, action figures, and other related merchandise.


GAP INC: 4-Week Ended May 5, 2007 Sales Down 11% to $1.09 Billion
-----------------------------------------------------------------
Gap Inc. reported net sales of $1.09 billion for the four-week
period ended May 5, 2007, which represents an 11% decrease
compared with net sales of $1.23 billion for the four-week period
ended April 29, 2006.  Due to the 53rd week in fiscal year 2006,
April 2007 comparable store sales are compared to the four-week
period ended May 6, 2006.  The company's comparable store sales
for April 2007 decreased 16% compared with a 3% decrease as
reported for April 2006.

Comparable store sales by division for April 2007 were:

   * Gap North America: negative 14% versus negative 2% last year

   * Banana Republic North America: negative 13% versus positive
     1% last year

   * Old Navy North America: negative 20% versus negative 6% last
     year

   * International: negative 5% versus negative 3% last year

"Driven by the shift of Easter, our April results deteriorated as
compared to March," Sabrina Simmons, senior vice president,
corporate finance at Gap Inc, said.  "In addition, our merchandise
margins were significantly below last year largely because of
clearance selling at Gap brand.  That said, our overall comparable
stores sales for the quarter taken as a whole were negative four
compared to negative nine last year.  Our management team remains
committed to making the changes necessary to improve our
performance going forward."

First Quarter Sales Results and Earnings Guidance

For the thirteen weeks ended May 5, 2007, total company net sales
were $3.56 billion, which is an increase of 3% as compared to net
sales of $3.44 billion for the thirteen weeks ended April 29,
2006.  Due to the 53rd week in fiscal year 2006, first quarter
comparable store sales are compared to the thirteen weeks ended
May 6, 2006.  The company's first quarter comparable store sales
decreased 4% compared with a decrease of 9% in the first quarter
of the prior year.

The company reiterated that it expects year-over-year change in
inventory per square foot to be flat at the end of the first
quarter.

Comparable store sales by division for the first quarter were:

   * Gap North America: negative 4% versus negative 8% last year

   * Banana Republic North America: negative 2% versus negative 5%
     last year

   * Old Navy North America: negative 5% versus negative 11% last
     year

   * International: negative 3% versus negative 11% last year

As of May 5, 2007, Gap Inc. operated 3,154 store locations
compared with 3,070 store locations last year.

                          About Gap Inc.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty     
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Moody's Investors Service downgraded Gap Inc. senior unsecured
notes to Ba1 and assigned a corporate family rating of Ba1 and
speculative grade liquidity rating of SGL-1.  The rating outlook
is stable.


GE CAPITAL: Fitch Holds C Ratings on Three Loan Certificates
------------------------------------------------------------
Fitch Ratings has taken actions on these GE Capital home equity
loan pass-through certificates:

  Series 1997-HE1

     -- Class A affirmed at 'AAA';
     -- Class M downgraded to 'BB-' from 'BBB';
     -- Class B1 remains at 'C/DR5'.

  Series 1997-HE4

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A';
     -- Class B1 remains at 'C/DR4'.

  Series 1999-HE3

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B1 affirmed at 'AA';
     -- Class B2 downgraded to 'BB' from 'BBB';
     -- Class B3 remains at 'C', and the Distressed Recovery
        rating was revised to 'DR4' from 'DR3'.

As of the April 2007 distribution date, the 1997-HE1, 1997-HE4 and
1999-HE3 transactions are seasoned 120, 111 and 90 months,
respectively.  Their pool factors (current principal balance as a
percentage of original) are approximately 4%, 5% and 6%,
respectively.  The collateral consists of fixed-rate, closed-end
home equity mortgage loans, secured by residential properties
which have original terms to maturity of 15 or 30 years.

The affirmations, affecting approximately $28.5 million of
outstanding certificates, reflect a satisfactory relationship
between credit enhancement and future loss expectations.

The downgrades, affecting approximately $8 million of the
outstanding certificates, reflect the deterioration of credit
enhancement relative to consistent or rising monthly losses.

The series 1997-HE1 has been experiencing monthly loss of about
$32,000 on average.  As a result, classes B2, B3, B4, and B5 have
been entirely written down.  At the current rate of loss, the
class B1 bond ($615,000), which provides the M bond with 7.9%
credit enhancement, will be entirely written down in about 19
months, at which time the class M will begin taking losses.  As of
the April 2007 distribution, the 60+ delinquencies represent 14.7%
of the mortgage pool, and foreclosures and REO each represent
4.2%.

Over the past three months, the average monthly loss of the 1999-
HE3 series has been $132,000.  As a result, the B3 bond is
currently being written down.  The B4 bond, which provided CE for
the B3 bond, has been depleted.  At the current loss rate, the B3
bond ($2.1 million), which provides the B2 bond with 8.8% credit
enhancement, will be entirely written down in about 16 months, at
which time the class B2 will begin taking losses.  The 60+
delinquencies represent 16.1% of the mortgage pool while
foreclosures and REO represent 4.2% and 2.3%, respectively.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.  


GENERAL MOTORS: To Invest $332 Mil. in Toledo Transmission Plant
----------------------------------------------------------------
General Motors Corp. will invest $332 million in its transmission
plant in Toledo, Ohio to produce a new six-speed, front-wheel-
drive automatic transmission that will deliver an excellent
balance of performance and fuel economy in GM's mid-size vehicle
segment.

The investment includes facility renovation, new machinery,
equipment and special tooling to support the production of the new
Hydra-Matic 6T40/45 six-speed transmission.  In addition to the
$332 million facility investment, GM will invest an additional
$57 million for vendor tooling, containers and investments at
other locations necessary to support the Toledo operations.  
Construction is slated to begin in July, and production of the
transmission is scheduled to begin in February 2010.  The project
will retain about 600 hourly jobs.

"Six-speed transmissions play a key role in GM's commitment to
change the way the world drives," John Buttermore, GM Powertrain
vice president of global manufacturing, said.  "With more fuel-
efficient transmissions and engines, as well as advanced
propulsion technologies like flex fuels, hybrids and fuel cells,
GM is transforming its product portfolio to reduce fuel
consumption and emissions, while maintaining outstanding driving
performance.  The GM Powertrain Toledo plant and the new fuel-
efficient products we are bringing here are integral in that
transformation."

The investment is in addition to a $540 million investment GM
disclosed last year for rear-wheel-drive six-speed transmission
production at the Toledo Transmission plant.  Construction of the
400,000 sq. ft. project is about two months ahead of schedule.

"GM's investments in Ohio, totaling close to $1 billion in the
last year, is a significant vote of confidence in our employees
and UAW Local 14 who have demonstrated their commitment and
dedication to benchmark performance that is contributing to the
company's turnaround," Mr. Buttermore said.

Mr. Buttermore thanked Ohio's leaders on the federal, state,
county and local levels -- including Ohio Gov. Ted Strickland and
Toledo Mayor Carty Finkbeiner -- for providing the business case
to support GM's investments in Ohio.

"GM is making an enormous commitment to the State of Ohio and I
commend them for their investment in our state," Ohio Gov. Ted
Strickland said.  "This is good news for Ohio workers and a
testament to the great value of our highly skilled workforce and
competitive business climate."

The new 6T40/45 transmission provides improved fuel economy and
performance and features a compact, contemporary design.  It
allows the vehicle to stay in first gear longer, improving launch
and acceleration.  It also retains an overdrive in top gear for
low-rpm highway cruising.  The transmission's gear set is on the
same axis as the engine crankshaft centerline, which makes the
entire powertrain more compact.  This provides chassis designers
more flexibility in designing the vehicle's interior space
compared to a conventional off-axis transaxle.

GM Powertrain's Toledo Transmission facility opened in 1916, and
moved to its present location in 1955.  For five consecutive years
from 2000 to 2004 the Toledo Transmission Plant was ranked No. 1
in productivity by Harbour & Associates Inc.'s annual report on
North American transmission and powertrain plants.  The plant
ranked No. 2 in 2005 and 2006.  The 2.1 million sq. ft. plant
employs 2,033 hourly and 265 salaried employees with an annual
payroll of $276 million.

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 of March 31, 2007, GM's balance sheet showed a stockholders'
deficit of $4,347,000,000, compared to a positive equity of
$15,779,000,000 at March 31, 2006.

                          *     *     *

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.


GENERAL MOTORS: To Invest $61 Million in New Casting Technology
---------------------------------------------------------------
General Motors Corp. will invest $61 million in new technology at
its plant in Defiance, Ohio, to produce aluminum engine blocks in
3.6-liter high-feature V-6 engines.  This will be the first
application of precision sand casting technology at the plant.

The precision sand technology results in higher material strength
properties needed to support the newer, more efficient engines in
GM's product portfolio.  The 3.6-liter high-feature V-6 engine has
applications in the Cadillac CTS, SRX and STS; and the GMC Acadia,
Saturn Outlook and Buick Enclave crossover SUVs.

The investment includes plant renovation and installation of new
tooling and machinery for the new technology.  Refurbishment of
120,000 square feet portion of the plant is slated to begin in
June, with production of the precision sand engine block castings
to begin in December 2009.  The project will retain about 120
hourly jobs.

"We are transforming GM's casting business and moving in a new
technological direction to be competitive in the changing
marketplace," Arvin Jones, GM Powertrain manufacturing manager for
castings and components, said.  "The Defiance plant is part of
that transformation.  This investment is possible because of the
involvement of employees in improving the quality of our products
and the efficiency of the operations here.  Their efforts are
contributing to GM's turnaround in North America."

The GM Powertrain Defiance plant management and UAW Local 211
leadership successfully negotiated a competitive operating
agreement that improves operational effectiveness.  The agreement
also addresses processes and methods to improve production quality
and safety of the operations.

"On behalf of GM, I commend the United Auto Workers, UAW Local 211
and Ohio 's leaders on the state and local levels.  Working
together we were able to build a competitive business case to
support this investment in Ohio.  This investment, combined with
GM Powertrain's investments at its transmission plant in Toledo,
total nearly $1 billion that GM has committed to its Ohio
facilities in the last year," Mr. Jones said.

Precision sand casting involves a resin-bonded sand that forms a
mold, which shapes the contours of the engine block to be
produced.  The sand is cured into a solid exterior mold.  Molten
metal is then poured into the mold.  This process allows the use
of cast-in-place iron liners, pressurized aluminum filling and
produces a high degree of dimensional accuracy.

"Today marks an exciting new chapter in this plant's 59-year
history of producing high quality castings for GM engine blocks
and heads," John Thomas, Defiance plant manager, said.  "This
investment plays a significant role in GM's continuing commitment
to build exciting, fuel-efficient powertrains for the global
market."

GM Powertrain's Defiance casting plant poured their first iron on
August 23, 1948.  The plant employs 1,554 hourly and 246 salary
workers and has an annual payroll of $135 million.  In 2006, the
plant produced 1,423,368 grey iron engine blocks, 1,078,497 grey
iron cylinder heads, 206,577 aluminum engine blocks, 154,055
aluminum cylinder heads, as well as malleable iron transmission
parts and nodular iron crank shafts.  Grey iron cylinder blocks
and cylinder heads manufactured at Defiance are used in the Vortec
4.8-liter, 5.3-liter and 6.0-liter V-8 engines that power GM's
full-size SUVs and light-duty pickups and the Duramax 6.6-liter V-
8 diesel engine that powers the Chevy Silverado HD and GMC Sierra
HD pickups.  Aluminum engine blocks and cylinder heads produced at
Defiance are used in the 3.0-liter In-line four-cylinder and
3.7-liter five-cylinder engines that power the Chevrolet Colorado,
GMC Canyon and Hummer H3.

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 of March 31, 2007, GM's balance sheet showed a stockholders'
deficit of $4,347,000,000, compared to a positive equity of
$15,779,000,000 at March 31, 2006.

                          *     *     *

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.


GENERAL MOTORS: Marketing VP Michael Jackson to Resign on June 15
-----------------------------------------------------------------
General Motors Corp. North American Vice President for Marketing
and Advertising, Michael Jackson, is resigning effective June 15,
2007, to pursue other opportunities, according various reports.

GM's vice president for North American vehicle sales, service and
marketing, Mark LaNeve, will handle Mr. Jackson's tasks.

Mr. Jackson has been credited for GM's improved product image as
well as a creative approach to GM's market presence.

Prior to his promotion in March 2006, Mr. Jackson was GM's western
regional sales manager director, the Auto Channel details.  Mr.
Jackson had started out as executive director of sales and
marketing in GM's Detroit headquarters in February 2000.

Prior to joining GM, Mr. Jackson held management positions in
Coors Brewing Company, Pepsi-Co and Coca Cola.

The Auto Channel recounts that Mr. Jackson graduated from a
Bachelor of Arts degree in Journalism at Kent State University and
finished a master's degree in communications at Annenberg School
at the University of Southern California.  He also accomplished
the Wharton Executive Development Program and GM Senior Executive
Program in the University of Pennsylvania.

Mr. Jackson was born on July 18, 1956 in Youngstown, Ohio and
graduated in Ursuline High School.

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 of March 31, 2007, GM's balance sheet showed a stockholders'
deficit of $4,347,000,000, compared to a positive equity of
$15,779,000,000 at March 31, 2006.

                          *     *     *

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.


GLOBAL CROSSING: March 31 Balance Sheet Upside-Down by $290 Mil.
----------------------------------------------------------------
Global Crossing Ltd.'s balance sheet at March 31, 2007, showed
total assets of $2.2 billion and total liabilities of
$2.5 billion, resulting in a total stockholders' deficit of
$290 million.  Accumulated deficit at March 31, 2007, stood at
$1.1 billion, as compared with $1 billion at Dec. 31, 2006.

During the first quarter ended March 31, 2007, the company
reported $504 million of consolidated revenue, an increase of
$16 million or 3% from the fourth quarter, when consolidated
revenue was $488 million.  On a year-over-year basis, consolidated
revenue expanded by 11% compared with the first quarter of 2006.  
Net loss for the first quarter of 2007 was $120 million, as
compared with a net loss of $108 million for the first quarter of
2006.

Cost of access expense for the first quarter was $284 million,
compared with $274 million in the fourth quarter and $285 million
in the first quarter of 2006.  Consolidated net loss applicable to
common shareholders was $121 million for the first quarter, as
compared with a loss of $90 million in the fourth quarter of 2006
and $109 million in the first quarter of 2006.

                        Cash and Liquidity

As of March 31, 2007, Global Crossing had $378 million of cash and
cash equivalents.  The company's $81 million of cash use for the
quarter included $18 million of financing and acquisition fees.  
The remainder of cash used was attributable to adjusted cash
EBITDA losses, increased expenditures made to strategic access
vendors and capital expense.  Cash used for capital expenditures
and principal on capital leases and long-term debt was $45 million
in the first quarter.  These cash expenditures were offset by
$21 million in proceeds from the sale of indefeasible rights of
use.

On May 9, 2007, the company borrowed $250 million under a five-
year senior secured term loan agreement with Goldman Sachs and
Credit Suisse as joint book runners, which yielded net cash
proceeds of $241 million after payment of fees and expenses. The
proceeds will be used to refinance the company's existing
$55 million working capital facility with Bank of America, to
provide additional liquidity necessitated principally by cash used
to close the Impsat acquisition and to reduce days payable with
key access vendors during the first and second quarters.

In addition, on May 9, 2007, Impsat completed its previously
announced tender offer for its Series A 6-percent senior
guaranteed convertible notes due 2011 and its Series B 6-percent
senior guaranteed convertible notes due 2011, pursuant to its
Offer to Purchase and Consent Solicitation Statement, dated
Jan. 29, 2007.  The tender offer expired on May 9, 2007.

On May 10, 2007, Impsat announced that it is accepting for payment
all validly tendered Notes, consisting of $92 million in aggregate
principal amount at maturity of Notes, representing about 99% of
the outstanding Notes.  The supplemental indenture executed in
connection with the merger became operative May 10, 2007.

Global Crossing also announced that it had completed a five-year,
$250 million secured term loan facility with Goldman Sachs and
Credit Suisse as joint book runners, yielding net cash proceeds of
$241 million.  To facilitate the loan, a subsidiary of the
company's majority shareowner, Singapore Technologies Telemedia,
agreed to subordinate its mandatorily convertible notes due
December 2008 to the term loan and then to convert the notes into
common stock and warrants.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fa1

                        Impsat Acquisition

On May 9, 2007, the company completed its acquisition of IMPSAT
Fiber Networks Inc., a leading provider of integrated broadband
data, Internet, voice telecommunications and advanced hosting.  
The total estimated transaction value was $347 million, comprised
of about $95 million in equity, $26 million of assumed
indebtedness and repayment of $226 million of indebtedness. A
portion of the funds used to consummate the merger was financed
from the proceeds of an offering, arranged by Credit Suisse, of
9.875-percent senior notes due 2017 by GC Impsat Holdings I Plc, a
subsidiary of Global Crossing.  Global Crossing used about
$160 million in cash to fund the remainder of the transaction and
associated costs.  No capital stock was issued in conjunction with
the acquisition.

"[On May 9, 2007] we're proud to be closing our acquisition of
Impsat - a business that fits solidly into Global Crossing's
strategy of selling IP and data services to enterprises and
carriers around the world," said John Legere, Global Crossing's
chief executive officer.  "Like Fibernet in the UK, Impsat will
further enhance the momentum we've already achieved in our 'invest
and grow' segment by adding product capabilities and growth
potential, as well as solid financial results."

While Impsat's first quarter results are not reflected in Global
Crossing's financial results, they are expected to contribute
positively to the second quarter performance commencing on the
May 9, 2007 closing date.

                      About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunication   
services over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major
cities around the globe including Bermuda, Argentina, Brazil,
and the United Kingdom.  Global Crossing serves many of the
world's largest corporations, providing a full range of managed
data and voice products and services.  The company filed for
chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged
from chapter 11 on Dec. 9, 2003.

                          *     *     *

In April 2007, Moody's Investors Service's confirmed its B3
Corporate Family Rating for Global Crossing (UK) Finance plc and
assigned a B2 probability-of-default rating to the company.


GRAHAM PACKAGING: March 31 Balance Sheet Upside-Down by $624 Mil.
-----------------------------------------------------------------
Graham Packaging Holdings Company's balance sheet as of March 31,
2007, showed total assets of $2.5 billion, total liabilities of
$3.1 billion, and total stockholders' deficit of $624.1 million.

In the three months ended March 31, 2007, the company funded,
through its operating activities and available cash and cash
equivalents, $32.3 million of investing activities and
$7.3 million of financing activities.

Graham Packaging reported first-quarter operating income of
$43.4 million, an increase of $6 million, or 16.1%, over the same
quarter last year.  2007 operating income benefited from the non-
recurrence of approximately $5.5 million in costs incurred in 2006
in connection with the procurement of raw materials following
hurricanes Rita and Katrina the previous year.

The number of container units the company sold in the first
quarter of 2007 increased by 2%, but net sales decreased by 3.6%,
primarily due to lower resin pricing, changes in product mix, and
price erosion.

Net sales for the three months ended March 31, 2007, totaled
$621.8 million, a decrease of $23.2 million, compared with
$645 million in net sales for the three months ended March 31,
2006.

Net sales in North America showed a decrease of 5.8%. Net sales
increased in the food and beverage category but were down in the
household, automotive lubricants, and personal care/specialty
categories.  Net sales were up 14.3% in Europe and 9.3% in South
America. The latter showings were influenced by higher volume and
favorable exchange rates.

The company's net interest expense increased by $5.3 million, or
10.5%, to $55.7 million, compared to the first quarter of last
year.  The increase was primarily related to the write-off of
$4.6 million of deferred financing fees in connection with the
March 30, 2007, amendment to the company's Credit Agreement.

Income tax provision in the first quarter totaled $3.2 million, a
net change of $6.2 million from the company's income tax benefit
of $3 million in the first quarter of 2006.

The net loss for the first quarter amounted to $15.6 million,
compared to a net loss of $10 million for the first quarter of
last year.  Excluding the increase in interest expense due to the
write-off of deferred financing fees previously noted and the
increase in income tax expense attributable to the establishment
of valuation allowances, $5 million, the net loss for the first
quarter amounted to $6 million.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fa3

                  About Graham Packaging Holdings

Graham Packaging Holdings Company is a Pennsylvania limited
partnership.  Graham Packaging Company, L.P., --
http://www.grahampackaging.com/-- the company's wholly owned  
subsidiary is a worldwide designer, manufacturer and seller of
customized blow molded plastic containers for the branded food and
beverage, household, personal care/specialty and automotive
lubricants product categories and, as of the end of September
2006, operated 85 manufacturing facilities throughout North
America, Europe and South America.

The Blackstone Group, an investment firm, holds 78.6% equity in
Graham Packaging Holdings Company.  MidOcean Capital Investors,
L.P., holds 4.1%.  A group of management executives holds 2.3%.
The family of Graham Packaging founder Donald Graham holds 15%.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2007,
Moody's Investors Service affirmed the existing Corporate Family
Rating of B2 for Graham Packaging, L.P., but changed the outlook
to negative.


GYOUZI INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Gyouzi Inc.
        aka Thanasi, Inc.
        aka Berlin Diner
        117 South White Horse Pike
        Berlin, NJ 08009

Bankruptcy Case No.: 07-16818

Chapter 11 Petition Date: May 16, 2007

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Dino S. Mantzas, Esq.
                  10000 Lincoln Drive, West Suite 1
                  Marlton, NJ 08053
                  Tel: (856) 988-0033
                  Fax: (856) 988-9799

Total Assets: $1,056,450

Total Debts:  $1,374,432

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


HAWAIIAN TELCOM: Moody's Lowers Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Hawaiian Telcom Comillion unications Inc., to B2 from B1 and
assigned a Ba3 rating to the company's proposed $860 million
Senior Secured Term Loan C Facility.  The outlook for the company
is stable.

The company's SGL-4 rating has been upgraded to SGL-3.  This
concludes the review initiated on Nov. 21, 2006.

The downgrade reflects Moody's view that the systems problems that
persisted through most of 2006 have caused erosion in the
company's long-term competitive position.  Consequently, despite
recent signs of systems improvement and the expectation for a
significant reduction in debt levels upon the close of the sale of
its directories business, Moody's believes that the company's
credit profile over the next 18 to 24 months will be more
consistent with a B2 rating.

Moody's believes that the company's ability to grow revenues and
improve earnings and cash flow has been seriously damaged as a
result of the relatively long stretch of very poor customer
service.  Competition has capitalized on HI-Tel's weaknesses as
demonstrated by HI-Tel's 1Q'07 y-o-y residential access line loss
of 10.6% and its 1Q'07 y-o-y residential HSD line growth of only
1.6%.  In addition, the Hawaiian Public Utilities Comillion ission
has opened an investigation into the company's service quality and
performance levels.

Moody's one notch downgrade of HI-Tel's rating assumes that:

(1) the sale of its directory business will be approved by the
Hawaiian Public Utilities Comillion ission, around FYE 2007,
without any significant modifications or conditions other than
those already noted in the PUC's approval of the sale of the
company from Verizon to The Carlyle Group in 2005;

(2) the entire proceeds from the sale will be applied toward debt
reduction and; 3) the company's systems and processes will
continue to improve and reach industry average performance levels
by year-end.

Additionally, the B2 CFR considers the proposed refinancing and
replacement of the company's existing $300 Million Term Loan A and
$446 Million Term Loan B Facilities with a new $860 Million Term
Loan C Facility.  The new Term Loan C Facility will also be used
to repay the outstanding $109 Million of the company's existing
Revolver, which is expected to be amended.

HI-Tel's stable outlook is based on Moody's belief that the
company will manage its IPTV deployment plan in a balanced and
moderate manner such that its credit metrics are maintained close
to pro-forma levels.

Pro-forma for the sale of the directories business and debt
reduction, Moody's expects HI-Tel's adjusted leverage to decrease
from 9.6x as of FYE 2006 to approximately 5.4x imillion ediately
at the close of the transaction.  Although the ultimate outcome of
the PUC investigation also remains uncertain, we note that
significant improvements in customer service have recently been
achieved and are expected to continue.  While unexpected at this
time, a large regulatory penalty could have a material impact on
the company's financial profile.

As a part of the rating actions mentioned above, these debts have
been affected:

   -- Corporate Family Rating - Downgraded to B2, Outlook
      Changed From RUR- to Stable

   -- SGL Rating -- Upgraded From SGL-4 to SGL-3

   -- $90 million Proposed Amended Senior Secured Revolving
      Credit Facility due 2012 - Assigned: Ba3, LGD3-31%

   -- $860 million Proposed Senior Secured Tranche C Term Loan
      due 2014 - Assigned: Ba3, LGD3-31%

   -- $200 million Existing Senior Secured Revolving Credit
      Facility due 2012 - Confirmed: Ba3, LGD3-31%

   -- $300 million Existing Senior Secured Tranche A Term Loan
      due 2012 - Confirmed: Ba3, LGD3-31%

   -- $446 million Existing Senior Secured Tranche B Term Loan
      due 2012 - Confirmed: Ba3, LGD3-31%

   -- $150 million Floating Rate Senior Notes due 2013 -
      Downgraded to Caa1, LGD5-82%

   -- $200 million 9.75% Senior Notes due 2013 - Downgraded to
      Caa1, LGD5-82%

   -- $150 million 12.5% Senior Subordinated Notes due 2015 -
      Downgraded to Caa1, LGD6-94%

Hawaiian Telcom Comillion unications, Inc., is an incumbent
telecomillion unications provider servicing approximately 595,000
switched access lines as of the end of first quarter 2007.  The
company offers a wide range of services, including local exchange,
long distance, network access, wireless (through an MVNO agreement
with Sprint-Nextel), and internet services. HI-Tel previously
operated as a division of Verizon Comillion unications, Inc.,
known as Verizon Hawaii, but was acquired by The Carlyle Group on
May 2, 2005, in a $1.6 billion leveraged buy-out.  The company is
headquartered in Honolulu, Hawaii.


HAWAIIAN TELCOM: Refinancing Plan Prompts S&P's Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hawaiian
Telcom Communications Inc. to stable from negative.  All existing
ratings, including the 'B-' corporate credit rating, are affirmed.
      
"Our concerns about the company's liquidity are alleviated by its
refinancing plan," said Standard & Poor's credit analyst Susan
Madison.  Hawaiian Telcom's proposed $950 million amended and
restated credit facilities, combined with expected debt repayment
with proceeds from the recently announced sale of the company's
directories business, should result in improved liquidity.
     
Simultaneously, S&P assigned to the company's proposed
$860 million term loan C facility due 2014 a 'B-' bank loan rating
and '3' recovery rating, which indicates expectations for
meaningful (50%-80%) recovery in the event of a payment default.  
Proceeds from the new term loan C will be used to repay the
existing $300 million term loan A and $446 million term loan B
facilities and refinance $109 million of borrowings outstanding
under the existing revolving credit facility.
     
Based in Honolulu, Hawaiian Telcom is the incumbent local exchange
carrier providing integrated telephone service communications
services to about 595,000 switched access lines in Hawaii.  The
ratings reflect concerns regarding the delayed development of back
office infrastructure, which has negatively affected the company's
profitability and its ability to compete in an increasingly
competitive marketplace, and its highly leveraged financial
profile.
     
Tempering factors include the company's position as the incumbent
telephone provider in Hawaii and adequate liquidity.  Debt
outstanding at March 31, 2007, pro forma for the proposed
financing, totaled about $1.4 billion.
     
S&P's concern that operating cash flow would have been
insufficient to meet capital expenditures and debt amortization in
2008 underpinned its previous negative outlook.  Refinancing the
term loan A facility eliminates mandatory amortization payments
that were expected to increase to $45 million in 2008.  Assuming
that costs associated with the company's development and
implementation of stand-alone back office systems are largely
complete, S&P now believe that cash from operations and
availability under the revolving credit facility should be
sufficient to meet Hawaiian Telcom's capital needs over the
next two years, given the absence of material mandatory debt
repayments.

Furthermore, Hawaiian Telcom recently announced the sale of its
directory business to Local Insight Media L.P. for $435 million.  
When the sale closes at the end of 2007 or early 2008, the company
expects use about $420 million of proceeds to pay down debt.  This
should further strengthen liquidity by reducing interest expense.


HEWETT'S ISLAND: Notes Redemption Cues S&P to Withdraw Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, D, E, and X notes issued by Hewett's Island CDO
Ltd., an arbitrage CLO transaction managed by Cypress Tree
Investment Management Co. Inc.
     
The rating withdrawals follow the redemption of the notes pursuant
to section 9.2(a) of the indenture.  The redemption took place on
the May 15, 2007, payment date.
   

                          Ratings Withdrawn
   
                      Hewett's Island CDO Ltd.

                     Rating                Balance
                     ------                -------
         Class     To     From       Current     Previous
         -----     --     ----        ------     --------   
           A       NR     AAA         $0.00    $188,000,000
           B       NR     AA          $0.00     $25,000,000
           X       NR     A+          $0.00      $3,744,000
           C       NR     A+          $0.00      $7,000,000
           D       NR     BBB         $0.00     $15,000,000
           E       NR     BB          $0.00      $2,242,000
              

                          *NR - Not rated.


HEXION SPECIALTY: March 31 Balance Sheet Upside-Down by $1.4 Bil.
-----------------------------------------------------------------
Hexion Specialty Chemicals Inc. at March 31, 2007, recorded total
assets of $3.7 billion, total liabilities of $5.1 billion,
minority interest of $10 million and a total stockholders' deficit
of $1.4 billion.

For the first quarter of 2007, the company recorded revenues of
$1.44 billion in 2007 compared to $1.23 billion during the prior
year period, an increase of 17%.

Operating income of $104 million for the first quarter 2007
compared with first quarter 2006 operating income of $110 million.
Last year's operating income, however, included a gain of
$37 million from the sale of non-core assets, net of which
earnings were up 42%.

Net income of $4 million for the 2007 quarter versus net income of
$35 million in the prior year period.  The prior year period
included the gain from the sale of non-core assets, which
increased net income in the first quarter 2006 by $31 million.

                     Sources and Uses of Cash

The company stated in its current quarterly report that it is a
highly leveraged company.  The company said that its liquidity
requirements are significant, primarily due to its debt service
requirements.  At March 31, 2007, the company had $3.5 billion of
debt, including $58 million of short-term maturities.  In
addition, the company had $55 million of cash and equivalents.

At March 31, 2007, the company had additional borrowing capacity
under its senior secured revolving credit facilities of
$134 million.  It has additional credit facilities at certain
domestic and international subsidiaries with various expiration
dates through 2008.  As of March 31, 2007, the company had
$68 million available under these facilities to fund working
capital needs and capital expenditures.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fa4

"Hexion's diverse product portfolio and increasing international
sales enabled us to post improved quarterly revenues and Segment
EBITDA compared to the same prior year period," said Craig O.
Morrison, chairman, president and chief executive officer.  "We
saw strong customer demand for a number of our products, such as
epoxy resins and intermediates, phenolic specialty resins,
versatic acid and derivatives, oilfield services and international
forest product resins and formaldehyde, which more than offset
some softening in our volumes in the North American residential
construction and automotive markets."

"We maintained our emphasis on pricing pass through to recover the
rapid rise in raw materials that occurred throughout 2006,"  Mr.
Morrison said.  "With the leveling off of raw materials in the
first quarter 2007, the impact of our synergies, Six Sigma
projects and other initiatives were reflected in our bottom line."

Hexion continued to realize its targeted synergies as planned,
with $11 million in achieved synergies this quarter.  "We are on
track to achieve $125 million by year-end 2007 from the full
synergy program targeting $175 million in savings," Mr. Morrison
said.

"We continue to be encouraged by the prospects for a more
favorable raw material environment going forward and positive
demand from our global customers leading to revenue and Segment
EBITDA growth in 2007," Mr. Morrison said.

               Orica's Adhesives and Resins Business

As previously announced during the quarter, Hexion also completed
the purchase of the adhesives and resins business of Orica Limited
in February 2007.  The Orica adhesives and resins business
manufactures formaldehyde and formaldehyde-based binding resins
that are used primarily in the forest products industry.  The
integration of the Orica business into the global Hexion network
is proceeding as planned, according to Morrison.

                  About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/- manufactures and markets resins, inks,  
coating and adhesive resins, formaldehyde, oil field products and
other specialty and industrial chemicals worldwide.


HSI ASSET: Fitch Holds BB+ Ratings on Two Class M-11 Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed these HSI Asset Securitization mortgage
pass-through certificates:

  Series 2006-OPT1

     -- Class A at 'AAA';
     -- Class M-1 at 'AA+';
     -- Class M-2 at 'AA+';
     -- Class M-3 at 'AA';
     -- Class M-4 at 'AA';
     -- Class M-5 at 'AA-';
     -- Class M-6 at 'A+';
     -- Class M-7 at 'A';
     -- Class M-8 at 'A-';
     -- Class M-9 at 'BBB+';
     -- Class M-10 at 'BBB';
     -- Class M-11 at 'BBB';
     -- Class M-12 at 'BBB-'.

  Series 2006-OPT2

     -- Class A at 'AAA';
     -- Class M-1 at 'AA+';
     -- Class M-2 at 'AA+';
     -- Class M-3 at 'AA+';
     -- Class M-4 at 'AA';
     -- Class M-5 at 'AA-';
     -- Class M-6 at 'A+';
     -- Class M-7 at 'A';
     -- Class M-8 at 'BBB+';
     -- Class M-9 at 'BBB';
     -- Class M-10 at 'BBB-';
     -- Class M-11 at 'BB+';

  Series 2006-OPT3

     -- Class A at 'AAA';
     -- Class M-1 at 'AA+';
     -- Class M-2 at 'AA+';
     -- Class M-3 at 'AA+';
     -- Class M-4 at 'AA';
     -- Class M-5 at 'AA-';
     -- Class M-6 at 'A';
     -- Class M-7 at 'A-';
     -- Class M-8 at 'BBB+';
     -- Class M-9 at 'BBB';
     -- Class M-10 at 'BBB';
     -- Class M-11 at 'BB+'.

  Series 2006-OPT4

     -- Class A at 'AAA';
     -- Class M-1 at 'AA+';
     -- Class M-2 at 'AA+';
     -- Class M-3 at 'AA';
     -- Class M-4 at 'AA-';
     -- Class M-5 at 'A';
     -- Class M-6 at 'A-';
     -- Class M-7 at 'BBB+';
     -- Class M-8 at 'BBB';
     -- Class M-9 at 'BBB-';
     -- Class M-10 at 'BB'.

The collateral in the aforementioned transactions comprise of
adjustable and fixed rate, interest-only, fully amortizing and
balloon mortgage loans secured by first and second lien mortgages
or deeds of trust on one- to four-family residential real
properties.  All of the mortgage loans were originated or acquired
by Option One Mortgage Corporation, and sold to HSBC Bank USA, NA.  
The servicer for all the loans is Option One Mortgage Corporation,
which has a rating of 'RPS1' provided by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future expected losses, and affect approximately
$2.97 billion in outstanding certificates.

For all transactions since issuance, the excess spread has covered
all respective losses, and the overcollateralization amounts have
been at their targets.

The pool factors (current collateral balance as a percentage of
initial collateral balance) range from approximately 69% to 71%
and the transactions are seasoned in a range of 12 months and 14
months.  The cumulative losses range from approximately 0.14% to
0.21%.


IMAX CORP: Faces NASDAQ Delisting Due to Delayed Filing
-------------------------------------------------------
IMAX Corporation has received a NASDAQ Staff Determination letter
on May 14, 2007, that it is not in compliance with Marketplace
Rule 4310(c)(14), which requires timely filing of periodic reports
with the Securities and Exchange Commission for continued listing
of its common shares, and that its common shares are subject to
delisting from The NASDAQ Global Market.

The company said that the letter was issued in accordance with
NASDAQ's standard procedures as a result of the delay in filing of
the its quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2007.

The company said that it has delayed the filing of its annual
report on Form 10-K for fiscal 2006 and its quarterly report on
Form 10-Q for the quarter ended March 31, 2007, due to the
discovery of certain accounting errors and has since broadened
its accounting review to include certain other accounting matters
based on comments received by the Company from the SEC and Ontario
Securities Commission.

The company said that it is currently working diligently and
devoting necessary resources to complete the reports and filings
as soon as practicable.

The company reports that it has requested a hearing before a
NASDAQ Listing Qualifications Panel to appeal the NASDAQ Staff
Determination issued April 3, 2007, as a result of the delay in
filing of the company's annual report on Form 10-K for the fiscal
year ended December 31, 2006.

The hearing is scheduled for May 24, 2007 and will also address
the NASDAQ Staff Determination Letter dated May 14, 2007.  The
hearing request has stayed the delisting of the its common
shares.

                         About IMAX Corp.

Headquartered jointly in New York City and Toronto, Canada,
IMAX Corporation -- http://www.imax.com/-- (NASDAQ:IMAX) is one  
of the world's leading entertainment technology companies, with
particular emphasis on film and digital imaging technologies
including 3D, post-production and digital projection.  IMAX is a
fully-integrated, out-of-home entertainment enterprise with
activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to ongoing
research and development.  IMAX has locations in Guatemala, India,
Italy, among others.

                          *     *     *

Moody's Investors Service assigned a Caa1 rating on IMAC
Corporation's Senior Unsecured Debt on March 30, 2007.


INTELSAT LTD: March 31 Balance Sheet Upside-Down by $644.3 Million
------------------------------------------------------------------
Intelsat Ltd.'s March 31 balance sheet showed total assets of
$12.1 billion, total liabilities of $12.8 billion, resulting in a
stockholders' equity deficit of $644.3 million.

Intelsat Ltd. reported revenue of $518.2 million and a net loss of
$115.1 million for the quarter ended March 31, 2007.  The company
had revenue of $280.4 million and a net loss of $90.1 million for
the three months ended March 31, 2006.  

The net loss reflects higher operating income as a result of the
acquired PanAmSat operations, offset by higher net interest
expense, which increased $174.9 million to $280.7 million for the
three months ended March 31, 2007 from $105.8 million for the same
period in 2006.  The increase in interest expense was principally
due to the incurrence and acquisition of additional debt in the
PanAmSat Acquisition.  Interest expense during the three months
ended March 31, 2007, also included $28.1 million associated with
the write-off of financing costs associated with refinancing
activity and a $10 million redemption premium on the $1 billion of
notes that were redeemed as part of the refinancing.

Results for the first quarter of 2007 reflect the impact of the
July 3, 2006, acquisition of PanAmSat Holding Corporation, which
was subsequently, renamed Intelsat Holding Corporation.  Results
for the first quarter of 2006 are not pro forma for the PanAmSat
Acquisition.

"First quarter results speak to the competitive global positioning
of Intelsat and the favorable momentum in our industry," said
Chief Executive Officer David McGlade.  "Our services are in
demand from network services customers, with growth applications
such as corporate networking and Internet backbone access driving
increased capacity requirements.  The value of our video franchise
continues to build, with new channels added to our leading North
American ethnic video neighborhood, and important expansions to
our direct-to-home platforms in international markets.  Finally,
our continued strong revenue backlog of $8.1 billion provides
solid evidence of the predictability of our future revenue
streams.

"As we look ahead, Intelsat is poised to drive further operating
efficiencies as we complete the integration of the PanAmSat
assets, and we are executing a strategy that capitalizes on
favorable growth trends in applications and geographic segments in
which Intelsat is well-positioned," Mr. McGlade continued.  "The
successful launch of the Galaxy 17 satellite on May 4, 2007,
supports this effort as we invest in our fleet and provide our
customers refreshed capacity at key orbital locations.  Our
integration activities are on-track, and we expect to begin
realizing more significant cost reductions later this year as our
operations centers move to a single platform."

            Free Cash Flow And Capital Expenditures

Intelsat incurred negative free cash flow from operations of
$19.2 million during the quarter ended March 31, 2007.  Free cash
flow from operations is defined as net cash provided by operating
activities, less payments for satellites and other property, plant
and equipment and associated capitalized interest.  Payments for
satellites and other property and equipment during the three
months ended March 31, 2007 included $131.4 million for capital
expenditures.

Following the launch of the Galaxy 17 satellite, the company
currently has orders outstanding for seven satellites, which will
be built over a period of two years and two of which will be
launched by the end of 2007.  For the remainder of 2007, the
company expects its remaining capital expenditures to be about
$481 million, mostly related to the construction and launch
activities of the satellites on order and $28.6 million in
integration related activities.  As a result, the company
continues to expect that capital expenditures in 2007 will total
about $615 million.  At March 31, 2007, Intelsat's backlog,
representing expected future revenue under contracts with
customers, was $8.1 billion.  At Dec. 31, 2006, Intelsat's backlog
was $8.1 billion.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fa5

                        About Intelsat Ltd.

Based in Bermuda, Intelsat Ltd. -- http://www.intelsat.com/--  
offers telephony, corporate network, video and Internet solutions
around the globe via capacity on 25 geosynchronous satellites in
prime orbital locations.  Customers in about 200 countries rely on
Intelsat's global satellite, teleport and fiber network for high-
quality connections, global reach and reliability.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 18, 2007, Fitch Ratings affirmed Intelsat, Ltd.'s Issuer
Default Rating at 'B'.  Fitch said the rating outlook was stable.


JAFRA COSMETICS: S&P Withdraws Low-B Ratings
--------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Westlake Village, California-based Jafra Cosmetics International
Inc., including the 'B+' corporate credit rating, following the
repayment of its 10.75% senior subordinated public notes.
  
Ratings List
                               
Jafra Cosmetics International Inc.
                           To      From
Corporate Credit Rating   NR      B+/Positive/--
Senior Subordinated
  Local Currency           NR      B-


Jafra Cosmetics International -- http://www.jafra.com-- is a  
multilevel marketing and direct-selling company, in the skin care
and beauty industry, since 1956, and with an international network
of nearly 400,000 independent consultants worldwide.  The company
is a subsidiary of Vorwerk & Co. KG.  The company is headquartered
in Westlake Village, California, and has offices in Mexico,
Brazil, Columbia, Curacao, Austria, Russia, Greece, and Germany,
among others.


KARA HOMES: Hires Keen Realty as Special Real Estate Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave Kara
Homes Inc. permission to employ Keen Realty LLC as its special
real estate consultant.

The firm is expected to:

     a. review, on request, all pertinent documents and consult
        with the Debtor's counsel, as appropriate;

     b. coordinate with the Debtor the development of due
        diligence materials, the cost of which shall be the
        Debtor's sole responsibility;

     c. develop, subject to the Debtor's review and approval, a
        marketing plan and implement each facet of the marketing
        plan;

     d. communicate regularly with all prospects and maintain
        detailed records of all communications;

     e. meet periodically with the Debtor and its professional
        advisors in connection with the status of its efforts;

     f. work with the attorneys responsible for the implementation
        of the proposed transactions, reviewing documents,
        negotiating and assisting in resolving problems which may
        arise; and

     g. appear, if required, in Court during the term of its
        retention, to testify or to consult with the Debtor in
        connection with the scope of the firm's engagement.

The firm's professionals billing rates are:

     Designation                 Hourly Rate
     -----------                 -----------
     Chairman and President         $550
     Executive Vice President       $475
     Vice President                 $385
     Directors                      $250
     Associates                     $200
     Administrative Support         $125
     Researcher                     $125  

Matthew Bordwin, the firm's executive vice president and
principal, assures the Court that he does not hold any interest
adverse to the Debtor's estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Bordiwn can be reached at:

     Matthew Bordwin
     executive vice president and principal
     Keen Realty LLC
     60 Cutter Mill Road, Suite 214
     Great Neck, NY 11021-3104
     Tel: (516) 482-2700
     Fax: (516) 482-5764
     http://www.keenconsultants.com/

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr. D.
N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates filed
separate chapter 11 petitions in the same Bankruptcy Court.  On
Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard represents the Official Committee of
Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


KB HOME: Inks Exclusivity Period Pact on Sale of French Unit Stake
------------------------------------------------------------------
KB Home has entered into an exclusivity period based on a final
and fully financed offer by PAI Partners to acquire its entire
49% ownership interest in its French subsidiary Kaufman & Broad
SA representing 10,921,954 shares at a price of EUR55 per share.

KB Home said that the total cash proceeds from the sale, at
current exchange rates, would exceed $800 million.  PAI's all
cash offer is binding but remains subject to customary terms and
conditions including regulatory approval.  The transaction could
close in the third quarter of 2007.

"After a thorough review of various strategic alternatives with
respect to its French operations, which included conducting a
competitive bidding process launched earlier this year, KB Home
and its board of directors believe the proposed transaction would
be in the best interest of its shareholders.  The sale would
further KB Home's focus on its core homebuilding operations in the
U.S. where long-term prospects are excellent," KB Home's president
and chief executive officer, Jeffrey Mezger said.

As reported in the Troubled Company Reporter on May 14, 2007,
KB Home has received an offer of $53.13 per share from an
undisclosed buyer to purchase the 10,921,954 shares it owns in
its French subsidiary Kaufman & Broad S.A.

                     About Kaufman & Broad S.A.

Kaufman & Broad S.A. -- http://www.uk.ketb.com/uk/france_home/--   
designs, builds and sells single-family homes and apartments, as
well as office properties on behalf of third parties.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.ketb.com/-- is an American homebuilder.  The company   
has domestic operating divisions in 15 states, building
communities from coast to coast.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 16, 2007,
Moody's Investors Service confirmed the ratings of KB Home,
including its Ba1 corporate family rating, Ba1 ratings on the
company's senior notes, and Ba2 ratings on the company's
subordinated notes.  The ratings were taken off review for
downgrade, concluding the review that was commenced on Dec. 15,
2006.  The ratings outlook is negative.


LIBERTY BRANDS: Organizational Meeting Scheduled for Thursday
-------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Liberty Brands, LLC's chapter 11 case at
1:00 p.m., on May 24, 2007, at the J. Caleb Boggs Federal
Building, Room 2112, 844 North King Street, in Wilmington,
Delaware.

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

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

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

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the 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 that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

                      About Liberty Brands

Based 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.


LIGHTPOINT CLO: Moody's Rates $17 Million Class D Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to the Notes and
Combination Securities issued by LightPoint CLO VII, Ltd.:

   -- Aaa to the US$335,250,000 Class A-1 Floating Rate Notes
      Due 2021;

   -- Aa2 to the US$21,250,000 Class A-2 Floating Rate Notes Due
      2021;

   -- A2 to the US$25,000,000 Class B Deferrable Floating Rate
      Notes Due 2021;

   -- Baa2 to the US$18,000,000 Class C Deferrable Floating Rate
      Notes Due 2021;

   -- Ba2 to the US$17,000,000 Class D Deferrable Floating Rate
      Notes Due 2021 and

   -- Baa2 to the Class J Blended Securities.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio - consisting primarily of senior
secured loans - due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

LightPoint Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


LIN TV: Engages J.P. Morgan to Explore Strategic Alternatives
-------------------------------------------------------------
LIN TV Corp. confirmed Friday last week that it has retained J.P.
Morgan Securities Inc. to explore strategic alternatives,
including a possible sale of the company.  

According to the company, no decision has been made to sell the
company at this time.

The company also emphasized that it is unable to predict if the
review of strategic alternatives will result in any transaction.

The company said it does not expect to make further public
comments with respect to the announcement unless the review of
strategic alternatives results in a transaction.

Citing people familiar with the matter, Dennis Berman of the Wall
Street Journal relates that LIN hired J.P. Morgan to assess its
options and is expected to draw interest from private equity
concerns and other midsize broadcast firms.

WSJ further relates that LIN has a relatively small market
capitalization -- about $800 million, after a roughly 50% surge in
the stock in the past year -- but does have some prime real estate
with television stations in 17 cities including Columbus, Ohio and
Mobile, Ala.

Headquartered in Providence, R.I., LIN TV Corp. (NYSE: TVL)
-- http://www.lintv.com/-- delivers television, digital media and  
online news operations through 29 owned and/or operated television
stations and websites in 17 cities located primarily in the top
100 markets, servicing 9% of U.S. television households.

                          *     *     *

To date, LIN TV Corp. still carries the 'B+' long-term local and
foreign issuer credit ratings Standard & Poor's assigned to the
company on Aug. 25, 2005.


MADISON FISH: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Madison Fish House, L.L.C.
        144 Overlook Pointe Drive
        Ridgeland, MS 39157
        Tel: (601) 957-1113

Bankruptcy Case No.: 07-01521

Chapter 11 Petition Date: May 18, 2007

Court: Southern District of Mississippi (Jackson)

Judge: Neil P. Olack

Debtor's Counsel: Mitchell H. Tyner, Sr., Esq.
                  5750 I-55 North
                  Jackson, MS 39211
                  Tel: (601) 957-1113

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                                          Claim Amount
   ------                                          ------------
Bankfirst Financial Services                           unstated
223 Key Drive
Madison, MS 39110


MEGA BRANDS: Weak Performance Cues S&P to Downgrade Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Montreal, Quebec-based MEGA Brands Inc., including the long-term
corporate credit rating on the company, to 'B+' from 'BB-'.  The
ratings remain on CreditWatch with negative implications, where
they were placed April 20, 2007.
     
"The downgrade and CreditWatch listing reflect ongoing concerns
that earnings and credit measures at MEGA Brands are much weaker
than expected because of significant problems the company is
facing with its Magnetix product," said Standard & Poor's credit
analyst Lori Harris.  These challenges include product recalls,
product replacement, and product liability settlement expenses.  
"Although MEGA Brands could be reimbursed for certain Magnetix-
related expenses, the magnitude of the charges related to the
litigation in first-quarter 2007 and the resulting negative impact
on the company's debt levels and credit ratios were not expected,"
Ms Harris added.
     
MEGA Brands has chosen to be self-insured for Magnetix products
manufactured before May 1, 2006, and for incidents occurring after
Dec. 1, 2006, because the cost of insurance is viewed as
prohibitive.  Management's decision to be self-insured raises
uncertainty surrounding the company's potential exposure to
liability claims and MEGA Brands' ability to financially support
these claims without excessively jeopardizing the financial
strength of the business.
     
In addition, the company is involved in litigation with the former
shareholders of Rose Art Industries Inc., concerning contingent
payments related to MEGA Brands' acquisition of the business in
2005.  An additional $51 million in accrued consideration has yet
to be paid because MEGA Brands is disputing the claim.
     
To resolve the CreditWatch listing, Standard & Poor's will meet
with management and review MEGA Brands' operating and financial
strategies, including the company's plans to deal with the
litigation risk that it faces.

MEGA Brands Inc. -- http://www.megabrands.com/-- (TSE:MB) is a  
distributor of construction toys, games & puzzles, arts & crafts
and stationery.  The company is headquartered in Montreal, Canada
and has offices in Belgium, United Kingdom, Germany, France,
Spain, Mexico, and Australia.


METCARE RX: Court Approves Platzer Swergold as Committee Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Metcare RX
Pharmaceutical Services Group LLC and its debtor-affiliates'
Chapter 11 cases obtained authority from the United States
Bankruptcy Court for the District of New Jersey to employ Platzer
Swergold Karlin Levine Goldberg and Jaslow LLP as its counsel,
nunc pro tunc to April 27, 2007.

Platzer Swergold is expected to:

   a) assist and advise the Committee in its consultations with
      Debtors in the administration of these proceedings;

   b) represent the Committee before the Court and advise the
      Committee on pending litigation, hearings, motions and
      decisions of the Court;

   c) assist and advise in the examination and analysis of the
      Debtors' affairs and the causes of their insolvency or
      inability to pay their debts as they mature;

   d) review and analyze all applications, orders, statements of
      operations and schedules filed with the Court by the Debtors
      or third parties and advise the Committee as to their
      propriety;

   e) assist in preparing applications, orders in support of
      positions taken by said Committee, well as prepare witnesses
      and review documents in this regard;

   f) confer with any accountant and consultant retained to enable
      counsel to fully advise on the Debtors' activities;

   g) assist in its negotiations with the Debtors or third parties
      concerning the terms of any sale of assets;

   h) assist in its negotiations with the Debtors concerning any
      proposed plans of reorganization and aid in the drafting of
      the same;

   i) negotiate review and participate with Debtors' Counsel in
      the drafting of any disclosure statements;

   j) assist with solicitation and filing with the court of
      acceptances and rejections;

   k) communicate with creditor body regarding the Committee's
      recommendations; and

   l) assist in performing other services in connection with the
      interest of the creditors.

Clifford A. Katz, Esq., a member of Platzer Swergold tells the
Court of the firm's professional hourly rates:

      Professional                   Hourly rate
      ------------                   -----------

      Partners                       $410 - $595
      Associates                     $170 - $410
      Paralegals                         $135

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

Mr. Katz can be reached at:

   Platzer Swergold Karlin Levine Goldberg and Jaslow LLP
   Suite 206
   No. 1065 Avenue of the Americas
   New York, NY 10018
   Tel: (212) 593-3000 Ext. 244
   Fax: (212) 593-0353

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


METCARE RX: Committee Taps BDO Seidman as Financial Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Metcare RX Pharmaceutical Services Group LLC and its debtor-
affiliates' Chapter 11 cases seeks permission from the United
States Bankruptcy Court for the District of New Jersey to employ
BDO Seidman LLP as its financial advisor, nunc pro tunc to May 2,
2007.

BDO Seidman will:

   a) analyze the Debtors' prepetition and postpetition financial
      operations;

   b) analyze the Debtors' property interests, including lease
      assumptions and rejections;

   c) perform forensic investigating services, as requested by the
      Committee and the Counsel, regarding prepetition activities
      of the debtors in order to identify potential causes of
      action;

   d) perform claims analysis for the Committee, including
      analysis of the reclamation claims;

   e) verify the physical inventory of merchandise, supplies,
      equipment and other material assets and liabilities;

   f) assist the committee in its review of the Debtors' monthly
      statements of operations;

   g) analyze the Debtors' business plans, cash flow projections,
      restructuring programs, selling and general administrative
      structure and other reports, or analyses prepared by the
      Debtors in order to advise the Committee on the viability of
      the continuing operations and reasonableness of the
      projections and underlying assumptions with respect to
      industry and market conditions;

   h) scrutinize cash disbursements on an ongoing basis;

   i) analyze transactions with insiders, related or affiliated
      companies;

   j) prepare and submit reports to the Committee;

   k) assist the Committee in its review of the financial aspect
      of a plan of reorganization or in arriving at a proposed
      reorganization plan;

   l) attend meetings of the Committee and conference with
      representatives of the creditor groups and their Counsel;

   m) prepare hypothetical orderly liquidation analysis;

   n) monitor the sale or liquidation of the Debtors;

   o) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including postpetition financing, sale of all or a
      portion of the debtors' assets, management compensation,
      retention and severance plans;   

   p) render expert testimony on behalf of the Committee;

   q) provide assistance and analysis in support of potential
      litigation that may be investigated or prosecuted by the
      Committee;

   r) analyze transactions with the Debtors' financing
      institution;

   s) assist and advise the Committee and its Counsel in the
      development, evaluation and documentation of any plans of
      reorganization or strategic transactions, including
      developing, structuring and negotiating the terms and
      conditions of potential plans or strategic transactions and
      the value of consideration that is to be provided to
      unsecured creditors; and

   t) perform other necessary services as the Committee or Counsel
      to the Committee may request in connection to financial,
      business and economic issues that may arise.

William K. Lenhart, member at BDO Seidman LLP, and a Certified
Public Accountant, tells the Court of the firm's professional
hourly rate:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners                      $400 - $700
      Directors/ Senior Managers    $300 - $600
      Managers                      $225 - $375
      Seniors                       $175 - $275
      Staff                         $125 - $200

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

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


MGM MIRAGE: Stockholder in Talks to Buy Bellagio & City Properties
------------------------------------------------------------------
MGM MIRAGE disclosed that its majority stockholder, Tracinda
Corporation, intends to enter into negotiations with MGM MIRAGE to
purchase the Bellagio Hotel and Casino and City Center properties,
as stated in the amended Schedule 13D filed with the Securities
and Exchange Commission.

Tracinda also wishes to pursue strategic alternatives to its
investment in MGM MIRAGE which may include financial restructuring
transactions involving all or a substantial portion of the
remainder of the company."
    
MGM MIRAGE's board of directors will begin its review of
Tracinda's filing and its implications for the company, at its
scheduled meeting after the annual meeting of stockholders on
May 22, 2007.  The company is mindful of its obligations,
including to its shareholders, lenders, employees and the
communities in which the company operates.
    
                         About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM)
-- http://www.mgmmirage.com/-- owns and operates 19 properties  
located in Nevada, Mississippi and Michigan, and has investments
in three other properties in Nevada, New Jersey and Illinois. The
company has entered into an agreement to sell its Colorado Belle
and Edgewater properties located in Laughlin, Nevada.  In
addition, the company has major new developments under
construction in Nevada, Michigan and Macau S.A.R.  CityCenter is a
multi-billion dollar mixed- use urban development in the heart of
the Las Vegas Strip; a new MGM Grand hotel and casino complex is
being built in downtown Detroit; and the company has a 50%
interest in MGM Grand Macau, a hotel-casino resort currently under
construction in Macau S.A.R.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Fitch has assigned a rating of 'BB' to the 7.5% $750 million in
senior unsecured notes due 2016 offered by MGM Mirage.  The rating
outlook is stable.  

On May 21, 2007, as reported in the Troubled Company Reporter,
Moody's Investors Service has affirmed the existing B2 ratings of
Circus and Eldorado Joint Venture.  The ratings outlook is stable.


MICRO COMPONENT: Posts $159,000 Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Micro Component Technology Inc. reported a net loss of $159,000 on
net sales of $3,377,000 for the first quarter ended March 31,
2007, compared with a net loss of $1,083,000 on net sales of
$2,375,000 for the same period ended April 1, 2006.

MCT's president, chairman and chief executive officer, Roger E.
Gower, commented: "This quarter's solid performance, with revenue
increases of 41% over the first quarter of 2006 and 17% over the
fourth quarter of 2006, reflected the solid bookings received
during this period.  Our financial performance in the quarter
included both positive cash flow and EBITDA in excess of $280,000,
and it appears that our increasing bookings activity has continued
into the second quarter.  Improvements in cash flows, gross
margins and bookings are all linked to the increasing market
acceptance of our latest Tri-Temperature Strip Test Handler
offering.  Simply stated, Strip Test and MCT continue to grow
despite various statements regarding weak and uncertain test
handler market trends," concluded Gower.

At March 31, 2007, the company's balance sheet showed $6,015,000
in total assets and $10,857,000 in total liabilities, resulting in
a $4,842,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $5,625,000 in total current assets
available to pay $7,651,000 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?1f8e

                       Going Concern Doubt

Olsen, Thielen & Co. Ltd., in St. Paul, Minn., expressed
substantial doubt about Micro Component Technology Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements as of the year ended Dec. 31,
2006.  The auditing firm pointed to the company's recurring losses
from operations and stockholders' deficit.  

                      About Micro Component

Headquartered in St. Paul, Minn., Micro Component Technology Inc.
(OTC BB: MCTI) -- http://www.mct.com/-- is a manufacturer of test  
handling and automation solutions satisfying the complete range of
handling requirements of the global semiconductor industry.  MCT
believes it has the largest installed IC test handler base of any
manufacturer, with over 11,000 units worldwide.  MCT's core
manufacturing operation is located in Penang, Malaysia.  


MIRANT CORP: Fitch Holds Ratings on Neg. Watch on Possible Sale
---------------------------------------------------------------
The ratings of Mirant Corp., with an Issuer Default Rating of 'B+'
by Fitch, and its subsidiaries remain on Rating Watch Negative
following the company's announced plans to pursue alternative
strategic options including a possible purchase of Mirant by a
third party.  Fitch is concerned that an acquisition of Mirant
could be done through a highly levered entity or through
incurrence of additional debt leverage at Mirant or its
subsidiaries.

MIR was initially placed on Ratings Watch Negative (on
July 11, 2006) upon its announcement in July 2006 that it planned
to sell its Philippine and Caribbean assets, and Fitch's concern
that Mirant would use a substantial portion of the proceeds for
shareholder-friendly activities including share buybacks.  MIR has
since entered into definitive agreements to sell the Philippine
and Caribbean assets for $3.4 billion and $1.1 billion,
respectively.  The transactions are expected to close in mid-2007.  
The resolution of the Ratings Watch Negative depends on further
clarification of Mirant's strategic and financial direction.

The ratings of Mirant and its U.S. subsidiaries take into
consideration current strong cash flow generated from a merchant
fleet with diverse fuel and geographic characteristics.  The
company's efficient coal assets, especially those in the PJM
Interconnection are benefiting from the current high natural gas
price scenario.  However, as over one-half of domestic EBITDA is
currently from coal-fired assets, in the medium term, Fitch
anticipates increasing pressure on margins due to the expectation
of additional environmental regulations for greenhouse gases.
Additionally, while the company has hedges in place for 80% of its
output for 2007, hedge positions in subsequent years are
substantially less, thus exposing the company to commodity price
risk and volatility in earnings and cash flow.

These ratings remain on Watch Negative:

  Mirant Corp

    -- Issuer Default Rating 'B+'.

  Mirant Mid-Atlantic LLC

     -- Issuer Default Rating 'B+';
     -- Pass-through certificates 'BB+/RR1'.

  Mirant North America, Inc.

     -- Issuer Default Rating 'B+';
     -- Senior secured bank debt 'BB/RR1';
     -- Senior unsecured notes 'BB-/RR1'.

  Mirant Americas Generation, LLC

     -- Issuer Default Rating 'B+';
     -- Senior unsecured notes 'B/RR5'.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:  
MIR) -- http://www.mirant.com/-- is an energy company that    
produces and sells electricity in North America, the Caribbean,  
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases  
more than 18,000 megawatts of electric generating capacity  
globally.

Mirant Corporation filed for chapter 11 protection on July 14,  
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of  
a confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.  
Lauria, Esq., at White & Case LLP, represented the Debtors in  
their successful restructuring.  When the Debtors filed for  
protection from their creditors, they listed US$20,574,000,000  
in assets and US$11,401,000,000 in debts.  The Debtors emerged  
from bankruptcy on Jan. 3, 2006.  Mirant NY-Gen LLC, Mirant  
Bowline LLC, Mirant Lovett LLC, Mirant New York Inc., and Hudson  
Valley Gas Corporation, were not included and have yet to submit  
their plans of reorganization.


MORGAN STANLEY: S&P Holds B- Rating on $3 Million Class A-8 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' rating on the
$3 million class A-8 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 and removed it from CreditWatch, where it
was placed with developing implications on Sept. 28, 2006.
     
The rating action reflects the May 15, 2007, affirmation of the
rating on the referenced obligations issued by Dynegy Holdings
Inc. and its removal from CreditWatch developing.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked transaction that is weak-linked
to the lower of (i) the ratings on the respective reference
obligations for each class; (ii) the long-term rating on the swap
counterparty and contingent forward counterparty's guarantor,
Morgan Stanley ('A+'); and (iii) the credit quality of the
underlying securities, BA Master Credit Card Trust II's class A
certificates from series 2001-B due 2013 ('AAA').


NATIONAL CINEMEDIA: Earns $0.7 Million in Quarter Ended Dec. 28
---------------------------------------------------------------
National CineMedia Inc. reported results for the fourth quarter
and fiscal year ended Dec. 28, 2006.

Net income for the fourth quarter, increased to $0.7 million from
a loss of $3 million in 2005 due primarily to the higher revenue,
partially offset by increased payments to founding member theatre
circuits, higher severance costs and option plan costs, and bigger
administrative costs associated with the digital cinema
initiative.

Total revenue of NCM LLC for the fourth quarter increased to
$74.1 million from $44.6 million, primarily driven by the
conversion of founding member legacy contracts to National
CineMedia LLC contracts, a 30.8% increase in advertising network
theatre screens and a large CineMeetings multi-site event.

The net loss for the year was $10.5 million compared to a net loss
of $6.9 million for the nine month period in 2005.  The increase
was due to the inclusion of the lower margin first quarter in the
2006 annual results, increased payments to founding member theatre
circuits, higher severance and option plan costs, and higher
administrative costs associated with the digital cinema
initiative.

The total revenue of NCM LLC for fiscal 2006 has increased to
$219.3 million from $98.8 million, driven by the fact that the
2005 period included nine months with the formation of NCM LLC
versus twelve months included in fiscal 2006, the conversion of
founding member legacy contracts to NCM LLC contracts, a 30.8%
increase in advertising network theatre screens and the successful
fourth quarter CineMeetings multi-site event.

As Dec. 28, 2007, the company's balance sheet showed total assets
of 90 million, total liabilities of $86.5 million and total
shareholders equity of $3.5 million.     

                     About National CineMedia

Headquartered in Centennial, Colorado, National CineMedia Inc.
(NASDAQ: NCMI) -- http://www.ncm.com/-- is the managing member  
and owner of 44.8% of National CineMedia LLC, the operator of the
digital in-theatre network in North America.  The company sells,
distributes, produces, and develops on-screen cinema advertising
through its network of screens, and provides promotional services
to advertisers in theater lobbies.  National CineMedia is one of
the in-theater networks in North America, with 30-year contracts
with the three largest national movie exhibitors in the U.S.:
Regal, AMC, and Cinemark.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to National CineMedia Inc. and
its operating subsidiary, National CineMedia LLC, which are rated
on a consolidated basis.


NEFF RENTAL: Gets Valid Consents from Holders of Two Senior Notes
-----------------------------------------------------------------
Neff Rental LLC and Neff Finance Corp. disclosed that as of
5:00 p.m., New York City time, on May 17, 2007, they had received
valid tenders and consents from holders of $245 million in
aggregate principal amount of their 11-1/4% Second Priority Senior
Secured Notes due 2012 and $80 million in aggregate principal
amount of their 13% Senior Subordinated Notes due 2013.

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture governing the Senior Notes and
requisite consents to adopt the proposed amendments to the
indenture governing the Senior Subordinated Notes have each been
received.

In addition, the expiration date has been extended from midnight,
New York City time, on June 1, 2007, to 5:00 p.m., New York City
time, on June 6, 2007. It is expected that the total consideration
will be calculated at 2:00 p.m., New York City time, on May 23,
2007, unless extended.

The tender offer and consent solicitation for each series of Notes
is conditioned on the satisfaction of certain conditions as
described in the Offer to Purchase and Consent Solicitation
Statement relating to the Senior Notes and the Offer to Purchase
and Consent Solicitation Statement relating to the Senior
Subordinated Notes, each of which is dated May 4, 2007, including:

   1) the consummation of the proposed merger of LYN Acquisition
      Corp., which is an affiliate of Lightyear Capital LLC, with
      and into Neff Corp., the parent company of the companies,
      pursuant to the Agreement and Plan of Merger, dated
      March 31, 2007, by and among LYN Holdings LLC, LYN Holding
      Corp., Merger Sub and Neff Corp.;

   2) Merger Sub or its affiliates having obtained an aggregate of
      $736.6 million of debt financing on the terms and conditions
      contained in their debt financing commitments; and

   3) certain other customary conditions.

The complete terms and conditions of the offers are described in
the Offers to Purchase which may be obtained by contacting the
information agent for the offers, D.F. King & Co., Inc., at (212)
269-5550 (collect) or (800) 628-8536 (U.S. toll-free).

Banc of America Securities LLC is the exclusive dealer manager and
solicitation agent for the tender offers and consent
solicitations.

Additional information concerning the tender offers and consent
solicitations may be obtained by contacting Banc of America
Securities LLC, High Yield Special Products, at (704) 388-9217
(collect) or (888) 292-0070 (U.S. toll-free).

                      About Neff Rental LLC

Headquartered in Miami, Florida, Neff Rental LLC is one of the
nation's construction and industrial equipment rental companies,
operating through its subsidiary Neff Rental Inc.  Neff's primary
focus is in ground-engaging equipment and its fleet includes the
latest earth moving equipment, compressors, generators and lifts
from leading manufacturers.  Neff operates through its network
branches located in the Southeastern, Mid-Atlantic, Central and
Western regions of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Moody's Investors Service is reviewing the ratings of Neff Rental
LLC for possible downgrade in response to the Neff Corp.'s report
that it has signed a definitive agreement to be acquired by Light
year Capital LLC, a private equity firm, in a transaction valued
at approximately $900 million including the assumption of certain
liabilities.  The ratings under review were: (i) corporate family
rating, B3; (ii) probability of default, B3; and (iii) second
priority senior secured notes, Caa1, LGD4, 64%.


NEW CENTURY: Court Denies Motion for Appointment of Ch. 11 Trustee
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware denied the request of U.S. Trustee Kelly
Beaudin Stapleton for appointment of a Chapter 11 trustee in
New Century Financial Corporation and its debtor-affiliates'
cases, according to published reports.

Judge Carey instead directed the U.S. Trustee to name an examiner
to investigate accounting irregularities at New Century Financial
Corp.

The U.S. Trustee had argued that the Debtors' current management
failed to ensure accurate financial accounting and to institute
adequate internal controls, mandating the appointment of a
Chapter 11 trustee.

DB Structured Products Inc. and the New York State Teachers'
Retirement System supported the U.S. Trustee's request.

DB Structured Products is a party to a 2005 and 2006 Master
Repurchase Agreement with certain of the Debtors.  New Century
Financial guaranteed those obligations.  Pursuant to the
Repurchase Agreements, a Repo Debtor would sell to DB mortgage
loans at a price set by the Agreements, and on a specific date,
DB would sell the mortgage loans at a price in excess of what DB
paid.

Since the bankruptcy filing, DB has identified at least seven
purchased loans with an aggregate outstanding value of $1,130,000
for which the Repo Debtors have informed DB that they have no
servicing records.  The absence of records for the loans suggests
that they never existed in the first place, Robert S. Brady,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, said on DB's behalf.  The Repo Debtors either knowingly
or recklessly accepted funds from DB for sales of fictitious
loans, Mr. Brady said.

"[A] Trustee is certainly better positioned than current
management to examine all potential claims, including possible
claims against current management," Mr. Brady added.

NYSTRS is a plaintiff in a shareholder securities class action
pending before the United States District Court for the Central
District of California, filed on behalf of the putative class of
investors who purchased New Century securities.

Christopher P. Simon, Esq., at Cross & Simon LLC, in Wilmington,
Delaware, on NYSTRS' behalf, cited other grounds that justify the
appointment of a Chapter 11 trustee:

   (i) materiality of the misconduct of the debtor's management;

  (ii) evenhandedness or lack of same in dealings with insiders
       or affiliated entities vis-a-vis other creditors;

(iii) existence of prepetition voidable preferences or
       fraudulent transfers;

  (iv) unwillingness or inability of management to pursue estate
       causes of action;

   (v) conflicts of interest on the part of management
       interfering with its ability to fulfill fiduciary duties
       to the debtor; and

  (vi) self-dealing by management or waste or squandering of
       corporate assets.

The Debtors, the Official Committee of Unsecured Creditors and
Ellington Management Group, L.L.C., objected to the appointment
of a Chapter 11 Trustee.

The Debtors argued that the U.S. Trustee ignored the complexity
of their regulated business and the accounting involved; the fact
that the accounting was incorporated in financial statements
reviewed by the Debtors' independent outside auditors; the
changes that the Debtors' management has made in the finance
department previously involved in the accounting; and the
additional measures that management has taken to ensure the
accurate, efficient and orderly administration of the company,
the sale of its regulated business, the wind-down of its
operations, and the administration of the estates through the
Chapter 11 process.

The Debtors also said an examiner is no longer necessary since
the Creditors Committee has commenced its own examination process
and management is cooperating in that effort.  The examiner will
duplicate the efforts of the Committee, the Securities and
Exchange Commission and the United States Attorney's Office, the
Debtors said.

The Committee noted that it has initiated a program to ensure
increased scrutiny of the Debtors' operations and financial
transactions.  The Committee believes that any consideration of
appointing a trustee should be deferred until the program has
been fully implemented.

Ellington, which acquired a pool of the Debtors' mortgage loans
and mortgage-backed residual interests in securitization trusts
for $58,000,000, backed the Debtors.

Ellington pointed out that appointment of a Chapter 11 trustee
will significantly harm the value of the estate and cause serious
disruption to the efforts of the Debtors, in consultation with
the Committee, to monetize estate assets.  The fiduciaries
currently in place are successfully liquidating the estate's
assets, most recently realizing an ultimate purchase price for
the Mortgage Assets that exceeded the initial bid by 20%,
Ellington said.

At this critical juncture, the estates' ability to attract the
highest and best value in auctions will be impaired by the
unavoidable delays and organizational disruption inherent in the
transition and acclimation period necessitated by the appointment
of a chapter 11 trustee, Ellington added.

Ellington is also looking to acquire the Debtors' mortgage loan
servicing business.  Ellington did not disclose how much it has
bid for the Servicing Business.  The Debtors have received a
$139,000,000 offer for the Business from Carrington Mortgage
Services, LLC, and Carrington Capital Management, LLC.

Ellington also pointed out that it is in the process of closing
the sale of the Mortgage Assets with the Debtors.  Ellington
expressed concerns of the prospect of consummating the sale
transaction with a new, unknown party at this late juncture.

                        About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NEW CENTURY: Gets Court Okay to Hire O'Melveny & Myers as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the application of New Century Financial Corporation and its
debtor-affiliates to employ O'Melveny & Myers LLP as their general
bankruptcy counsel effective as of April 2, 2007.

Monika L. McCarthy, New Century's senior vice president
and assistant general counsel, tells the Court that prior to the
Debtors' bankruptcy filing, O'Melveny & Myers commenced assisting
and representing the Debtors in connection with restructuring
matters and their potential bankruptcy filing.  As a result,
Ms. McCarthy says, O'Melveny & Myers has been actively engaged in
representing the Debtors in considering various possible
strategic transactions and ultimately preparing for the Chapter
11 cases.  The firm is also representing the Debtors in the
pending government investigations.  

Through its representation of the Debtors, O'Melveny & Myers has
acquired detailed knowledge of the Debtors' businesses, financial
affairs and capital structure, as well as the legal issues that
are likely to arise in the Chapter 11 cases, Ms. McCarthy says.

In addition to restructuring, reorganization and bankruptcy
expertise, attorneys at O'Melveny & Myers provide legal services
in virtually every major practice area, including corporate and
securities, litigation, intellectual property, banking, tax,
employee benefits, real estate, government regulation and
international trade.  O'Melveny & Myers has served as counsel to
debtors and creditors in various large and complex bankruptcy
cases, including prior experience representing Wherehouse
Entertainment, Inc., M T S, Inc. d/b/a Tower Records, At Home
Corporation, SeraCare Life Sciences, Inc., and Advanced Marketing
Services, Inc.

As lead counsel, O'Melveny & Myers will:

   (a) advise the Debtors regarding matters of bankruptcy law in
       connection with their Chapter 11 cases;

   (b) advise the Debtors of the requirements of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure,
       applicable local bankruptcy rules pertaining to the
       administration of their cases and U.S. Trustee Guidelines
       related to the daily operation of their business and the
       administration of the estates;

   (c) prepare motions, applications, answers, proposed orders,
       reports and papers in connection with the administration
       of the estates;

   (d) negotiate with creditors, prepare and seek confirmation of
       a Chapter 11 plan and related documents, and assist the
       Debtors with implementation of the plan;

   (e) assist the Debtors in the analysis, negotiation and
       disposition of certain estate assets for the benefit of
       the estates and their creditors;

   (f) advise the Debtors regarding bankruptcy related litigation
       and employment matters;

   (g) represent the Debtors in connection with their pending
       government investigation;

   (h) serve as the Debtors' general outside corporate counsel
       and assist advise and represent the Debtors in general
       corporate, and securities law matters, Securities and
       Exchange Commission compliance matters, corporate
       governance matters, contract review and preparation of
       corporate documentation, and transactional and corporate
       law assistance with respect to asset dispositions and
       negotiation;

   (i) represent the Debtors in connection with employee benefits
       and outsourcing matters; and

   (j) render other necessary advice and services as the Debtors
       may require in connection with their cases.

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

          Ben Logan            $795
          Suzzanne Uhland      $725
          Victoria Newmark     $555
          Brian Metcalf        $540
          Emily Culler         $480

Prior to their bankruptcy filing, the Debtors paid the firm
$2,500,000 for fees and expenses for advice and legal services
rendered in connection with restructuring advice and the
preparation and commencement of the Debtors' cases, as well as to
serve as a retainer.  After deducting fees and expenses previously
billed -- and paid -- for the prepetition legal services plus
estimated unbilled prepetition amounts, roughly $1,900,000 remains
as a retainer, which will be available to be applied to
postpetition services.

During the 90 days prior to the Petition Date, the Debtors paid
$5,900,000 to the firm, Suzzanne Uhland, Esq., a partner at
O'Melveny & Myers, disclosed.

Ms. Uhland attests that her firm is a disinterested person who
does not hold or represent an interest adverse to the estate.  
Moreover, the firm does not have any connection with the Debtors,
their creditors or any other interested party in the case.

                        About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NEW CENTURY: Hires Hennigan Bennett & Dorman as Special Counsel
---------------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Hennigan, Bennett & Dorman LLP, as their
special litigation counsel, nunc pro tunc to April 6, 2007.

Hennigan Bennett is authorized to represent the Debtors solely in
connection with:

    -- the UBS Real Estate Securities Inc. Adversary Proceeding,
       including requests by UBS for a temporary restraining
       order and preliminary injunctive relief;

    -- the adversary proceeding commenced against certain of the
       Debtors by DB Structured Products, Inc., which is
       currently pending before the Court, including the requests
       for a temporary restraining order and preliminary
       injunctive relief;

    -- the adversary proceeding commenced against certain of the
       Debtors by Alaska Seaboard Partners Limited Partnership,
       currently pending before the Court, including requests for
       temporary restraining order and preliminary injunctive
       relief; and

    -- any other bankruptcy or commercial litigation matters
       in which the Debtors' general bankruptcy counsel,
       O'Melveny & Myers LLP, will not be representing the
       Debtors due to actual or potential conflict of interest
       issues.

                       Debtors' Application

In the Debtors' request, they told the Court that on April 5,
2007, UBS Real Estate Securities Inc. filed a complaint against
the Debtors, initiating Adversary Proceeding No. 07-50875.  
Concurrent with its filing, UBS filed a request seeking a
temporary restraining order and preliminary injunctive
relief.

The Debtors decided to employ HBD as their special litigation
counsel to avoid any issues with respect to actual or potential
conflicts of interest arising from the fact that UBS and certain
of its affiliates are a client of the Debtors' principal
bankruptcy counsel.

Monika L. McCarthy, senior vice president and assistant general
counsel of New Century Financial Corp., related that HBD has
experience in virtually all aspects of the law that may arise in
connection with the proposed representation.  Of particular
relevance to the Debtors' Chapter 11 cases is HBD's experience it
acquired in dealing with true sale issues arising in connection
with certain financing transactions.  It has served as special
litigation counsel in connection with In re LTV Steel Company,
Case No. 00-43866 (Bankr. N.D. Ohio), and has dealt with similar
issues for several clients in the Enron Chapter 11 cases.

HBD will provide, among other things, ordinary and necessary
legal services as may be required in connection with:

    -- the UBS Adversary Proceeding, including the requests by
       UBS for a temporary restraining order and preliminary
       injunctive relief; and

    -- representing the Debtors in other bankruptcy and
       commercial litigation matters.

The Debtors do not intend for HBD to be responsible for the
provision of substantive legal advice outside of the insolvency
and business litigation areas; and to devote attention to, form
professional opinions as to, or advise the Debtors with respect
to its disclosure obligations under federal securities or other
non-bankruptcy laws or agreements.

The Debtors will pay HBD according to its customary hourly rates:

         Attorneys                            $245 - $805
         Financial Consultants                $415 - $635
         Paralegals, Clerks                    $65 - $255

The Debtors will reimburse the firm for reasonable costs and
expenses incurred in connection with the Debtors' Chapter 11
cases.

In addition, HBD will charge a reasonable fee for services
rendered, which fee is based upon not only the total number of
hours charged at guideline hourly rates, but also upon other
factors as the complexity of the problems presented to the firm;
amounts at issue; nature, quality and extent of the opposition
encountered; results accomplished; skill exercised to achieve the
results; extent of services rendered; and extent to which HBD is
at risk in being paid.

After confirmation of a plan of reorganization, HBD will assess
and determine the amount of its total fee.  To the extent the fee
exceeds the total number of hours of service provided charged at
guideline hourly rates, it would consult with the Debtors before
setting the final fee.

HBD has advised the Debtors that it has not, does not, and will
not represent any interested party with respect to matters
related to the Debtors' Chapter 11 cases.

Bruce Bennett, a partner at HBD, discloses that it serves or has
served as counsel in matters unrelated to the Debtors' Chapter 11
cases where certain of the interested parties were adverse to
HBD's clients.  The firm also currently represents Maguire
Properties, Inc., and certain of its affiliates in matters
unrelated to the Debtors' cases.  

In addition, the firm represents Deutsche Asset Management,
certain affiliates of which has been identified as creditors of
the Debtors.  HBD will not represent Maguire or DAM in matters
relating to the Debtors or their Chapter 11 cases, he assures the
Court.

Mr. Bennett assured the Court that HBD represents no interest
adverse to the Debtors.

                         About New Century

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

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

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


NEW CENTURY: Fitch Cuts Ratings on Three Note Classes to Low B
--------------------------------------------------------------
Fitch Ratings has affirmed 80, downgraded 4, and placed 1 RMBS
class of notes on Rating Watch Negative from the New Century
Mortgage Corporation issues:

  Series 1997-NC5

     -- Classes A-5, A-6 and A-7IO affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'BBB'.

  Series 2000-NC1

     -- Class M-3 affirmed at 'AA'.

  Series 2002-1

     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB'.

  Series 2003-2 Total Groups 1 & 2

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 downgraded to 'BBB- from 'BBB';
     -- Class M-4 downgraded to 'BB- from 'BBB-';

  Series 2003-3 Total Groups 1 - 3

     -- Classes A-2 and A-3 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'A-';
     -- Class M-4 affirmed at 'BBB+';
     -- Class M-5 affirmed at 'BBB';
     -- Class M-6 affirmed at 'BBB-'.

  Series 2003-A

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

  Series 2004-2 Total Groups 1 & 2

     -- Classes A-1, A-2 and A-4 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'AA+';
     -- Class M-3 affirmed at 'AA';
     -- Class M-4 affirmed at 'A+';
     -- Class M-5 affirmed at 'A';
     -- Class M-6 affirmed at 'A-';
     -- Class M-7 affirmed at 'BBB+';
     -- Class M-8 affirmed at 'BBB';
     -- Class M-9 affirmed at 'BBB'.

  Series 2004-3 Total Groups 1 & 2

     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'AA';
     -- Class M-3 affirmed at 'AA-';
     -- Class M-4 affirmed at 'A+';
     -- Class M-5 affirmed at 'A';
     -- Class M-6 affirmed at 'A-';
     -- Class M-7 affirmed at 'BBB+';
     -- Class M-8 affirmed at 'BBB';
     -- Class M-9 affirmed at 'BBB-'.

  Series 2005-4 Total Groups 1 & 2

     -- Classes A-1, A-2b and A-2c affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'AA';
     -- Class M-3 affirmed at 'AA-';
     -- Class M-4 affirmed at 'A+';
     -- Class M-5 affirmed at 'A';
     -- Class M-6 affirmed at 'A-';
     -- Class M-7 affirmed at 'BBB+';
     -- Class M-8 affirmed at 'BBB';
     -- Class M-9 affirmed at 'BBB-';
     -- Class M-10 affirmed at 'BBB-'.

  Series 2006-1

     -- Classes A-1, A-2a, A-2b and A-2c affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'AA';
     -- Class M-3 affirmed at 'AA-';
     -- Class M-4 affirmed at 'A+';
     -- Class M-5 affirmed at 'A';
     -- Class M-6 affirmed at 'A-';
     -- Class M-7 affirmed at 'BBB+';
     -- Class M-8 affirmed at 'BBB';
     -- Class M-9 affirmed at 'BBB-'.

  Series 2006-S1

     -- Classes A-1, A-2a and A-2b affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A+';
     -- Class M-3 affirmed at 'A';
     -- Class M-4 affirmed at 'A-';
     -- Class M-5 affirmed at 'BBB+';
     -- Class M-6, rated 'BBB', placed on Rating Watch Negative;
     -- Class M-7 downgraded to 'BB' from 'BBB';
     -- Class M-8 downgraded to 'BB-' from 'BBB-';

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $3.3 billion of outstanding certificates, as of the
April 2007 distribution date.

The negative rating actions (downgrades and Rating Watch Negative)
reflect the deterioration of CE relative to future expected losses
and affect approximately $39 million of outstanding certificates.

New Century Mortgage Corporation is a wholly owned subsidiary of
New Century Financial Corporation.  On April 2, 2007, New Century
Financial Corporation voluntarily filed for relief under Chapter
11 of the U.S. Bankruptcy Code.  The filing was made in the U.S.
Bankruptcy Court for the District of Delaware.  The company
announced in early 2007 that it was not able to file its financial
statements in a timely manner and that it would need to restate
its 2006 interim financing statements to correct errors in its
accounting and financial reporting of loan repurchases as well as
its valuation of residual interest in its securitizations.  A
criminal investigation was also launched under federal securities
laws in connection with trading in the company's securities.

The company announced on May 16, 2007, that per procedures
established by the Bankruptcy Court for the District of Delaware,
Carrington Capital Management, LLC and Carrington Mortgage
Services, LLC have acquired its loan servicing platform.  This
transaction would be subject to approval by the Bankruptcy Court
and a hearing for this has been scheduled for May 21, 2007.  Fitch
would continue to closely monitor the situation.

The underlying collateral for the mortgage transactions listed
above (except for series 2006-S1) consists of fixed- and
adjustable-rate mortgage loans secured by first and second liens
on residential mortgages extended to subprime borrowers.  The
collateral in the 2006-S1 series consists of fixed-rate mortgage
loans secured by second liens on residential mortgages extended to
subprime borrowers.  Ocwen Loan Servicing, LLC (rated 'RPS2', by
Fitch) is the servicer for the 1997-NC5, 2000-NC1 & 2002
transactions.  Litton loan Servicing, LP (rated 'RPS1' by Fitch)
is the servicer for the 2003-A transaction.  The servicers for the
2003-2 transaction are Ocwen Loan Servicing, LLC and New Century
Mortgage Corporation (rated 'RPS4', Rating Watch Negative, by
Fitch).  New Century is also the servicer and/or master servicer
for the 2004-2, 2004-3, 2005-4, 2006-1 and
2006-S1 transactions.

The transactions are seasoned from a range of 13 months (series
2006-1) to 115 months (series 1997-NC5).  The pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from 3% (series 2002-1) to 77% (series
2006-S1).  The cumulative losses to date, as a percentage of the
pools' initial balances, range from 0.15% (series 2006-1) to 5.30%
(series 2000-NC1).

As of the April 2007 distribution date, the overcollateralization
for series 2003-2 was $3,989,420 versus a target of $5,868,907.  
The 60+ delinquencies are 30.93% of current collateral balance.
This includes foreclosures and real estate owned of 7.84% and
4.35%, respectively.

For the 2006-S1 transaction, the OC was $16,028,402 with a target
of $21,103,260.  The 60+ delinquencies are 19.28% of current
collateral balance.  This includes foreclosures of 0.12%.  There
are no loans in REO, as of April 2007.


OUR LADY OF MERCY: U.S. Trustee Picks 7-Member Creditors' Panel
---------------------------------------------------------------
Diana G. Adams, acting U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in The Our Lady of Mercy Medical Center and O.L.M. Parking
Corporation's chapter 11 cases.

The seven committee members are:

      1. Terrence Kelleher
         Combined Coordinating Council, Inc.
         14 Penn Plaza, 7th Floor
         New York, NY 10122
         Tel: (212) 643-8100 x 15

      2. Art Montegari
         Archdiocese of New York
         1011 First Avenue
         New York, NY 10022
         Tel: (212) 371-1000 x 3045

      3. Yvonne Armstrong, Exec. V.P.
         1199 SEIU United Healthcare Workers East
         310 West 43 Street rd
         New York, NY 10036
         Tel: (212) 261-2271

      4. R. Thomas Bernhardt
         Owens & Minor
         9120 Lockwood Blvd.
         Mechanicsville, VA 23116
         Tel: (804) 723-7567

      5. John J. Schwab
         Siemens Medical Solutions USA
         51 Valley Stream Parkway
         Malvern, PA 19355
         Tel: (212) 716-7018

      6. Debra Wertz
         Amerisource Bergen
         100 Friars Blvd.
         Thorofare, NJ 08086
         Tel: (856) 384-7776

      7. Robert Jacobs
         Health/ROI
         344 Main Street
         P.O. Box 362
         Metuchen, NJ 08840
         Tel: (732) 906-8700 x 1

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

                     About Our Lady of Mercy

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The     
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


OUR LADY OF MERCY: Creditors' Panel Hires Alston & Bird as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The Our
Lady of Mercy Medical Center and O.L.M. Parking Corporation's
Chapter 11 cases obtained permission from the U.S. Bankruptcy
Court for the District of New York to employ Alston & Bird LLP as
its counsel, nunc pro tunc to March 16, 2007.

Alston & Bird is expected to represent the Committee with respect
to these matters:

      (a) The administration of the chapter 11 cases and the
          exercise of oversight with respect to the Debtors'
          affairs including all issues arising from or impacting
          the Debtors or the Committee in these chapter 11 case;

      (b) The preparation on behalf of the Committee of all
          necessary applications, motions, orders, reports and
          other legal papers;

      (c) Appearances in Bankruptcy Court to represent the
          interests of the Committee;
       
      (d) The negotiation, formulation, drafting and confirmation
          of any plan of reorganization or liquidation and matters
          related thereto;

      (e) The exercise of oversight with respect to any transfer,
          pledge, conveyance, sale or other liquidation of the
          Debtors' assets;

      (f) Investigation, if any, as the Committee may desire
          concerning, among other things, the assets, liabilities,
          financial condition and operating issues concerning the
          Debtors that may be relevant to these cases;

      (g) Communication with the Committee's constituents and
          others as the Committee may consider desirable in
          furtherance of its responsibilities; and

      (h) The performance of all of the Committee's duties and
          powers under the Bankruptcy Code and the Bankruptcy
          Rules and the performance of such other services as are
          in the interests of those represented by the Committee
          or as may be ordered by the Court.

The Committee will pay Alston & Bird bases on these current hourly
rates:

            Designation                     Rates
            -----------                     -----
            Partner                       $385-$760
            Counsel                       $360-$795
            Associate                     $230-$500
            Paralegal                     $130-$300

To the best of the Committee's knowledge, Alston & Bird is a
disinterested person and represents no interest adverse to the
Committee or the Debtors' estates.

The firm can be reached at:

            Martin G. Bunin, Esq.
            Craig E. Freeman, Esq.
            Catherine R. Fenoglio, Esq.
            Alston & Bird LLP
            90 Park Avenue, New York, New York 10016
            Telephone: (212) 210-9400
            http://www.alston.com/

                     About Our Lady of Mercy

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The     
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


RELIANT ENERGY: Fitch Lifts Rating on Senior Secured Debt to BB
---------------------------------------------------------------
Fitch Ratings has taken these rating actions for Reliant Energy,
Inc.:

     -- Issuer Default Rating affirmed at 'B';
     -- Senior secured debt upgraded to 'BB/RR1' from 'BB-/RR2';
     -- Senior subordinated convertible notes affirmed at 'B/RR4'
        and simultaneously withdrawn.

Fitch has also removed Reliant's ratings from Rating Watch
Positive, where they were placed on Feb. 2, 2007; the Rating
Outlook is Stable.

The upgrade of the senior secured debt is based on an updated
recovery analysis.  Fitch uses an independent power market model
to value individual plants.  Higher forward wholesale market
prices have increased valuations for Reliant's merchant generation
portfolio.  Valuation of the retail business was based on a
stressed EBITDA multiple.  No assumptions were made regarding
proceeds from asset sales and application of any such proceeds to
debt reduction.

The affirmation of the IDR reflects the uncertainty of operating
cash flows generated by an unhedged merchant portfolio and a
retail business facing increased competition.  Reliant's challenge
is to maintain stable retail margins with the expiration of price-
to-beat in Texas.  A substantial decline in retail margins and/or
a decrease in customer retention could lead to a negative rating
action.

Reliant Energy, Inc. (NYSE: RRI) based in Houston, Texas, provides
electricity and energy- related products to more than 1.9 million
retail and wholesale customers in Texas and in the Pennsylvania,
New Jersey and Maryland Interconnection.

The company is one of the largest independent power producers in
the nation with approximately 16,000 megawatts of power generation
capacity in operation or under contract across the United States.


REUNION INDUSTRIES: Posts $794,000 Net Loss in Qtr Ended March 31
-----------------------------------------------------------------
Reunion Industries reported a net loss of $794,000 on sales of
$5,611,000 for the first quarter ended March 31, 2007, compared
with net income of $4,439,000 on sales of $5,870,000 for the same
period ended March 31, 2006.

The results of operations for the first quarter of 2006 includes a
gain on debt extinguishment of $925,000, and a gain on disposal of
the discontinued plastic operations, net of tax of $4.3 million.  

During 2006, the company sold the remaining portion of its
plastics segment and recognized a gain of $4.3 million on this
sale.  Additionally, during 2006, the company effected a
settlement with the holder of a $1.017 million note payable from
the company wherein the company recognized a gain from this debt
settlement of $925,000.

Operating activities provided $1.8 million in cash in the first
three months of 2007 resulting from a $1.4 million reduction in
receivables, a $1.2 million reduction in inventory and a
$3.4 million net increase in current liabilities offset somewhat
by a $794,000 net loss and a $3.4 million increase in other
current assets resulting primarily from prepayments on raw
material orders for the seamless pressure vessel business.  

At March 31, 2007, the company's balance sheet showed $45,214,000
in total assets, $68,767,000 in total liabilities, $257,000 in
minority interests, resulting in a $23,810,000 total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $24,460,000 in total current assets
available to pay $64,644,000 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?1fa2

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 17, 2007,
Mahoney Cohen & Company, in New York, expressed substantial doubt
about Reunion Industries Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that at Dec. 31, 2006, the company has a
deficiency in working capital of $39.3 million, a loss from
continuing operations of $2.9 million before gain on debt
extinguishment, and a stockholders' deficit of $23 million.

At March 31, 2007, and at Dec. 31, 2006, the company was in
default on its Wachovia bank financing, its note payable to a
private capital fund and its 13% senior notes.  Total debt in
default was $38.4 million as of March 31, 2007.

As disclosed in the company's 10Q filing, management is actively
pursuing the sale of its pressure vessel business in order to
provide liquidity to pay off all, or the majority, of its debt.

                     About Reunion Industries

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries Inc.
(AMEX: RUN) -- http://www.reunionindustries.com/ -- owns and
operates industrial manufacturing operations that design and
manufacture engineered products such as large-diameter seamless
pressure vessels, hydraulic and pneumatic cylinders, grating and
precision plastic components.


ROCKAWAY BEDDING: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Rockaway Bedding, Inc. delivered to the U.S. Bankruptcy Court for
the District of New Jersey, its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property              $18,949,785
  B. Personal Property                  
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $3,431,357
     Secured Claims
  E. Creditors Holding                                   
     Unsecured Priority Claims
  F. Creditors Holding                               16,759,633
     Unsecured Nonpriority
     Claims
                                -----------         -----------
     Total                      $18,949,785         $20,190,990

The company's six debtor-affiliates also their respective
schedules disclosing no assets and $3,431,357 in total
liabilities.

Headquartered in Randolph, New Jersey, Rockaway Bedding Inc. --
http://www.rockawaybedding.com/-- manufactures and markets beds,   
mattresses and futons.  The company and six of its affiliates
filed for Chapter 11 protection on April 9, 2007 (Bankr. D. N.J.
Case Nos. 07-14890 through 07-14898).  David H. Stein, Esq., and
Michael F. Hahn, Esq., at Duane Morris LLP represent the Debtors
in their restructuring efforts.  The Debtors' exclusive period to
file a chapter 11 plan of reorganization expires on Aug. 7, 2007.


ROCKAWAY BEDDING: U.S. Trustee Appoints Seven-Member Committee
--------------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Rockaway
Bedding, Inc., and its debtor-affiliates chapter 11 cases.

The Committee members are:

    1. Anita Nesser, Chairperson
       Tempur-Pedic International, Inc.
       1713 Jaggie Fox Way
       Lexington, KY 40511
       Tel: (859) 514-4655
       Fax: (859) 514-5655

    2. Tom Brkanovic
       Simmons Bedding Co./The Simmons Manf. Co., LLC
       One Concourse Parkway, Suite 800
       Atlanta, GA 30328
       Tel: (770) 206-2674
       Fax: (770) 206-2642

    3. David C. Hertz
       Sealy Mattress Co. of NJ, Inc.
       697 River Street
       Paterson, NJ 07524
       Tel: (973) 345-8800
       Fax: (973) 345-7124

    4. Richard G. Diamonstein
       Paramount Industrial Cos., Inc.
       dba King Koil Mid-Atlantic
       1112 Kingwood Avenue
       Norfolk, VA 23502
       Tel: (757) 855-3321
       Fax: (757) 855-2029

    5. Mark Patrick Ryan
       Kimberly Enterprises, Inc.
       100 Hoffman Place
       Hillside, NJ 07205
       Tel: (973) 416-0110
       Fax: (973) 416-1810

    6. Raymond Edwards
       Kimco Realty Corp.
       3333 New Hyde Park Road
       New Hyde Park, NY 11042
       Tel: (516) 869-2586
       Fax: (516) 333-5686

    7. John F. Dziadzio
       J.L. Media, Inc.
       1600 Route 22
       Union, NJ 07083
       Tel: (908) 687-8700
       Fax: (908) 687-9280

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

Headquartered in Randolph, New Jersey, Rockaway Bedding Inc. --
http://www.rockawaybedding.com/-- manufactures and markets beds,   
mattresses and futons.  The company and six of its affiliates
filed for Chapter 11 protection on April 9, 2007 (Bankr. D. N.J.
Case Nos. 07-14890 through 07-14898).  David H. Stein, Esq., and
Michael F. Hahn, Esq., at Duane Morris LLP represent the Debtors
in their restructuring efforts.  The Debtors' exclusive period to
file a chapter 11 plan of reorganization expires on Aug. 7, 2007.


ROCKAWAY BEDDING: Court Okays Fox Rothschild as Panel's Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Rockaway Bedding,
Inc., and its debtor-affiliates chapter 11 cases obtained
permission from the U.S. Bankruptcy Court for the District of New
Jersey to retain Fox Rothschild LLP as its bankruptcy counsel.

Fox Rothschild is expected to:

    a. assist, advise and represent the Committee with respect to
       the administration of the Debtors' case and the exercise of
       oversight with respect to the Debtors' affairs, including
       all issues arising from or impacting the Debtors, the
       Committee or the chapter 11 proceedings;

    b. provide all necessary legal advice with respect to the
       Committee's powers and duties;

    c. assist the Committee in maximizing the value of the
       Debtors' assets for the benefit of all creditors;

    d. participate in the formulation of and negotiation of a plan
       of reorganization and approval of an associated disclosure
       statement;

    e. conduct an investigation, as the Committee deems
       appropriate, concerning, among other things, the assets,
       liabilities, financial condition and operating issues
       of the Debtors and any other matter relevant to the case or
       to the formulation of a plan;

    f. commence and prosecute any and all necessary and
       appropriate actions or proceedings on behalf of the
       Committee that may be relevant to this case;

    g. prepare on behalf of the Committee necessary applications,
       motions, answers, orders, reports and other legal papers;

    h. communicate with the Committee's constituents and others as
       the Committee may consider desirable in furtherance of its
       responsibilities;

    i. appear in Court and to represent the interests of the
       Committee; and

    j. perform all other legal services for the Committee which
       are appropriate, necessary and proper in the Debtors'
       chapter 11 case.

Michael J. Viscount, Jr., Esq., a partner at Fox Rothschild, tells
the Court that partners, associates, and counsel at the firm bill
between $180 to $520 per hour while paraprofessionals bill between
$70 to $190 per hour.

Mr. Viscount further says that the principal attorneys presently
designated to represent the Committee and their current standard
hourly rates are:

    Professional                   Designation        Hourly Rate
    ------------                   -----------        -----------
    Hal L. Baume, Esq.              Partner               $450
    Michael J. Viscount, Jr., Esq.  Partner               $405
    Allison M. Berger, Esq.         Partner               $390
    Teresa M. Dorr, Esq.            Associate             $320
    Joshua T. Klein, Esq.           Associate             $255

    Robin I. Solomon                Paralegal             $190
    Jennifer Zimmer                 Legal Assistant        $85

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

Mr. Viscount can be reached at:

         Michael J. Viscount, Jr.
         Fox Rothschild LLP
         Atlantic City, New Jersey
         Tel: (609) 572-2227
         Fax: (609) 348-8342

Headquartered in Randolph, New Jersey, Rockaway Bedding Inc. --
http://www.rockawaybedding.com/-- manufactures and markets beds,   
mattresses and futons.  The company and six of its affiliates
filed for Chapter 11 protection on April 9, 2007 (Bankr. D. N.J.
Case Nos. 07-14890 through 07-14898).  David H. Stein, Esq., and
Michael F. Hahn, Esq., at Duane Morris LLP represent the Debtors
in their restructuring efforts.  The Debtors' exclusive period to
file a chapter 11 plan of reorganization expires on Aug. 7, 2007.


ROPER INDUSTRIES: Improvements Prompt S&P to Upgrade Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Roper
Industries Inc., including the corporate credit rating to 'BBB-'
from 'BB+'.  The Sarasota, Florida-based industrial products
manufacturer had about $1.06 billion of book debt at March 31,
2007.  The outlook is stable.
      
"The upgrade reflects the continued improvement in Roper's
business profile and the expectation that the company will
maintain investment-grade credit metrics," said Standard & Poor's
credit analyst Dan Picciotto.  Roper's operating segments have
demonstrated robust revenue growth and margin expansion,
supporting strong cash flow generation.
     
Roper has a good amount of geographic diversity, as it generates
more than a third of its sales in markets outside of the U.S.  In
addition, the company benefits from technological leadership and
high operating margins which were around 26% for the 12 months
ended March 31, 2007.  Roper also has low capital expenditures,
because of its light asset base that helps stabilize its good cash
flow generation.
     
Roper's business has expanded through a number of acquisitions.  
The company made a significant purchase in December 2004 by
acquiring TransCore Holdings Inc. for approximately $600 million.  
More recently, in December 2006, Roper bought Dynisco LLC, a maker
of test, measurement and control technologies, for $243 million.


SCOTTISH RE: Launches Search for CEO Paul Goldean's Successor
-------------------------------------------------------------
Scottish Re Group Limited (NYSE:SCT) disclosed that it has
initiated a search for a Chief Executive Officer to replace Paul
Goldean.

After transition of responsibilities to the incoming Chief
Executive Officer, Paul Goldean will assume the role of Chief
Administration Officer.  In this role, Mr. Goldean will be
responsible for corporate development, investor relations and
legal/regulatory matters.

"Since his appointment as Chief Executive Officer on July 31,
2006, Paul Goldean has admirably served the company and its
shareholders.  With calm and thoughtful leadership, Paul guided
the company through a difficult period resulting in the successful
completion of the $600 million equity investment transaction by
MassMutual Capital Partners LLC and affiliates of Cerberus Capital
Management, L.P.," said Chris Brody and Larry Port, two members of
the board of directors for Scottish Re Group Limited.  "We are
pleased that Paul will continue to shape the future direction of
Scottish Re in his new role once the appointment of the new Chief
Executive Officer is announced.  His knowledge and experience will
be enormously valuable as we work to deliver on our business and
financial goals."

Mr. Goldean joined the company in February 2002 as its Senior Vice
President and General Counsel.  Prior to joining Scottish Re, Mr.
Goldean worked at Jones, Day, Reavis & Pogue where, among other
things, he acted as outside counsel to the company.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- (NYSE:SCT)  
is a global life reinsurance company.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, Singapore,
the United Kingdom and the United States.  Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company
(Cayman) Ltd., Scottish Re (U.S.) Inc. and Scottish Re Limited.

                          *      *      *

On May 9, 2007, Fitch Ratings revised its Rating Watch to Positive
from Evolving on Scottish Re's 'B+' Issuer Default Rating and
'B-/RR6' rating on the company's 7.25% Non-cumulative perpetual
preferred stock.

On May 8, 2007, Standard & Poor's Ratings Services raised its
counterparty credit rating on Scottish Re to 'B+' from 'B' and
removed it from CreditWatch with developing implications.  On
May 17, S&P said that the departure of Dean Miller as CFO won't
affect the company's ratings.

A.M. Best Co., on May 7, 2007, upgraded the financial strength
rating to B+ (Good) from B (Fair) and the issuer credit ratings to
"bbb-" from "bb+" for the primary operating insurance subsidiaries
of Scottish Re Group Limited (Cayman Islands).  A.M. Best also
upgraded the ICR to "bb-" from "b" and the various debt ratings of
Scottish Re.


SCOTTISH RE: North America Segment CEO Clifford Wagner to Resign
----------------------------------------------------------------
Scottish Re Group Limited said Thursday that Clifford J. Wagner
will step down as Chief Executive Officer of the North American
segment later this year.

A search for a new Chief Executive Officer for the North America
segment has been initiated and is expected to be concluded by the
end of September 2007.

"Cliff has been with Scottish Re since 2000 and was one of the
early pioneers of our company," said Paul Goldean, Chief Executive
Officer of Scottish Re Group Limited.  "We are grateful for his
service and his many contributions made to the company over the
past seven years.  His willingness to ensure a smooth transition
to a new executive for North America is further testament to his
commitment to the company and his unquestioned professionalism."

Cliff Wagner noted, "It has been a pleasure working at Scottish Re
and I am confident my talented colleagues with the support of our
new board and majority shareholders will soon return the company
to its former position as a leader in the global reinsurance
industry."

Cliff has served as President and Chief Executive Officer,
Scottish Holdings, Inc. since August 2006.  Mr. Wagner joined
Scottish Re in 2000 and served as Executive Vice President and
Chief Actuary.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- (NYSE:SCT)  
is a global life reinsurance company.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, Singapore,
the United Kingdom and the United States.  Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company
(Cayman) Ltd., Scottish Re (U.S.) Inc. and Scottish Re Limited.

                          *      *      *

On May 9, 2007, Fitch Ratings revised its Rating Watch to Positive
from Evolving on Scottish Re's 'B+' Issuer Default Rating and
'B-/RR6' rating on the company's 7.25% Non-cumulative perpetual
preferred stock.

On May 8, 2007, Standard & Poor's Ratings Services raised its
counterparty credit rating on Scottish Re to 'B+' from 'B' and
removed it from CreditWatch with developing implications.  On
May 17, S&P said that the departure of Dean Miller as CFO won't
affect the company's ratings.

A.M. Best Co., on May 7, 2007, upgraded the financial strength
rating to B+ (Good) from B (Fair) and the issuer credit ratings to
"bbb-" from "bb+" for the primary operating insurance subsidiaries
of Scottish Re Group Limited (Cayman Islands).  A.M. Best also
upgraded the ICR to "bb-" from "b" and the various debt ratings of
Scottish Re.


SINCLAIR BROADCAST: Unit to Redeem Additional $45 Million Notes
---------------------------------------------------------------
Sinclair Broadcast Group Inc.'s whollyowned subsidiary, Sinclair
Television Group, has notified the trustee for its existing 8%
Senior Subordinated Notes due 2012 that it will redeem an
additional $45 million aggregate principal amount of the
2012 Notes on June 18, 2007.

The redemption will be effected in accordance with the terms of
the indenture governing the 2012 Notes at a redemption price of
104% of the principal amount of the 2012 Notes plus accrued and
unpaid interest.
    
The company has disclosed its intention to redeem $300 million
aggregate principal amount of the 2012 Notes on June 11, 2007.  
The $45 million redemption will be funded from the proceeds from
the exercise of the underwriters' over-allotment option on the
company's financed Senior Convertible Notes due 2027.  

After the proposed redemption of the additional $45 million
aggregate principal amount of the 2012 Notes, there will be $273.3
million aggregate principal amount of 2012 Notes outstanding.

Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI)-- http://www.sbgi.net/-- is one of the
diversified television broadcasting companies, that owns and
operates, programs or provides sales services to 61 television
stations in 38 markets.  Sinclair's television group includes FOX,
WB, ABC, CBS, NBC, and UPN affiliates and reaches approximately
23.0% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2007,
Standard & Poor's Ratings Services assigned a 'B' rating to the
$300 million convertible senior notes due 2027 proposed by
Sinclair Broadcast Group Inc. (BB-/Negative/--).  At the same
time, S&P lowered the senior unsecured rating on company's shelf
registration to 'B' from 'B+', based on the structural
subordination of senior unsecured debt to priority obligations at
the operating company, Sinclair Television Group Inc.


SOLERA HOLDINGS: IPO Completion Prompts S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured debt ratings on San Diego, California-
based Solera Holdings Inc.

At the same time, Standard & Poor's revised its outlook on Solera
to positive from negative, following the recent completion of an
initial public offering.  Pro forma for the initial public
offering, Solera's operating lease-adjusted leverage has declined
to below 5x from above 6.5x as of December 2006.
      
"The ratings on Solera reflect its relatively narrow product focus
within a mature niche marketplace and a highly leveraged balance
sheet," said Standard & Poor's credit analyst Ben Bubeck.  These
are only partly offset by a largely recurring revenue base,
supported by established customer relationships, and solid
operating margins.
     
Solera is the leading global provider of integrated software,
information, and workflow management systems designed to support
activities within the automotive claims process.  While Solera
holds the second-largest market share in the relatively mature
North American market, its strong leadership position outside of
North America supports its leading global market share.  Following
the initial public offering, Solera has approximately $650 million
of operating lease-adjusted total debt.


SOLOMON DWEK: Trustee Hires Keen Realty as Real Estate Consultant
-----------------------------------------------------------------
Charles A. Stanziale, Jr., the Chapter 11 Trustee appointed in
Solomon Dwek and his debtor-affiliates' bankruptcy case, obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Keen Realty, LLC as special real estate
consultant.

The Trustee has exclusively retained Keen Realty, LLC to market
for sale the real property associated with the Solomon Dwek
bankruptcy.

"I am pleased to be working with the real estate team at Keen
Realty on this project," said Mr. Stanziale.  "I am certain that
their 25 years of experience handling real estate sales in
bankruptcies will be invaluable in this process."

Mr. Stanziale added, "I am of course aware that the real estate in
this case has been handled in the past by various brokers using
various sales techniques.  I want to clear up any confusion there
may be in the marketplace.  Keen Realty is my sole and exclusive
real estate consultant.  Any and all real estate inquiries should
be directed to them.  No other real estate company has any
authority to market any of these properties, and any broker who is
advertising these properties should immediately cease and desist."

                        About Solomon Dwek

Rabbi Solomon Dwek was arrested on 2006 on charges of defrauding
PNC Bank, N.A. and misappropriating bank funds of approximately
$50 million.  Creditors PNC Financial Services Group Inc.,
subsidiary of PNC Bank N.A., Washington Mutual, Four Star
Builders, and Washington Mutual Bank sought liquidation of Solomon
Dwek's real estate company on Feb. 9, 2007 (Bankr. D. N.J. Case
No: 07-11757).

The U.S. Bankruptcy Court for the District of New Jersey has
converted Solomon Dwek's involuntary Chapter 7 liquidation case
into a Chapter 11 reorganization under the supervision of a
Chapter 11 trustee.  On February 28, 2007, his debtor-affiliates
also filed for Chapter 11 protection (Bankr. D. N.J. Case Nos. 07-
12794 through 07-12802).  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver LLP, represents the Debtors in their
restructuring efforts.


SOLUTIA INC: Files Amended Plan and Disclosure Statement
--------------------------------------------------------
Solutia Inc. has filed an Amended Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York.  The filing of the plan was
supported by the Official Committee of Unsecured Creditors,
Monsanto Company (NYSE:MON), Pharmacia Corporation, the Official
Committee of Retirees, and the Ad Hoc Committee of Trade
Creditors.

"We are pleased to have filed a plan that positions Solutia
to emerge from chapter 11 with an improved cost structure,
strengthened balance sheet, and greatly reduced risk profile,"
said Jeffry N. Quinn, chairman, president and chief executive
officer of Solutia Inc."  Importantly, we will do so while
providing significant recoveries for our creditors, ensuring all
environmental remediation commitments will be met, securing and
providing significant funding for retiree welfare benefits, and
preserving our pension plan."

              Amended Plan Maintains Key Benefits of
                 Original Plan of Reorganization

The plan maintains the key benefits provided for Solutia under
the original Plan of Reorganization filed by the company in
February 2006, but provides greater recoveries for creditors due
to an increase in the estimated equity value of the reorganized
company.  In addition, there has been some reallocation of the
equity ownership of the reorganized company.

                  Relief from Legacy Liabilities

The plan provides significant relief from the legacy liabilities
Solutia was required to assume when spun off from Pharmacia
(formerly known as Monsanto Company) in 1997.  These legacy
liabilities include:

    (1) retiree medical, retiree life insurance, and disability
        benefits for those individuals whom retired or became
        disabled prior to the Solutia spin-off;

    (2) environmental remediation costs related to activities of
        the chemicals business of Pharmacia that occurred prior
        to the Solutia spin-off; and

    (3) toxic tort litigation costs relating to chemical exposure
        associated with the activities of Pharmacia that occurred
        prior to the Solutia spin-off.

                  Relief from Tort Litigation and
               Environmental Remediation Liabilities

Under the plan, as between it and Solutia, Monsanto will assume
financial responsibilities in the areas of tort litigation and
environmental remediation.

Monsanto will be financially responsible for all current and
future tort litigation costs arising from Pharmacia's chemical
business prior to the Solutia spin-off.  This includes litigation
arising from exposure to PCBs and other chemicals.

Monsanto will accept financial responsibility for environmental
remediation and clean-up obligations at all sites for which
Solutia was required to assume responsibility at the spin-off but
which were never owned or operated by Solutia.   Solutia will
remain responsible for the environmental liabilities at sites that
it presently owns or operates.

Solutia and Monsanto will share financial responsibility
with respect to two sites.  Under this cost-sharing mechanism,
the first $50 million of post-emergence remediation and cleanup
costs will be funded by the proceeds of the rights offering
described below.  As required, Monsanto has already expended more
than $50 million during the course of Solutia's Chapter 11 case
with respect to these sites.  As a result, Monsanto will be
entitled to an administrative claim of at least $14.2 million.
Upon emergence, Solutia would be responsible for the funding of
these sites up to an agreed upon amount.  Thereafter, if needed,
Monsanto and Solutia would share responsibility equally.  Solutia
would be able to defer paying off-site remediation costs relating
to these sites that exceed $30 million in any calendar year and
any deferred amounts would be paid by Monsanto, subject to
repayment by Solutia at a later date.

                  $250 Million of New Investment

The plan provides for $250 million of new investment in
reorganized Solutia.  This investment will be in the form of a
rights offering to certain unsecured creditors, whom will be
given the opportunity to purchase 27.9% of the common stock in
the reorganized company.  Of this $250 million, $175 million will
be set aside in a Voluntary Employees' Beneficiary Association
(VEBA) Retiree Trust to fund the retiree welfare benefits for
those pre-spin retirees whom receive these benefits from Solutia.
Additionally, $75 million will be used by reorganized Solutia to
pay for other legacy liabilities being retained by the company.

                 Comprehensive Retiree Settlement

The plan provides for the same comprehensive retiree settlement
that was negotiated with the Retirees Committee and included in
the original plan.  Although the settlement includes benefit
modifications, the plan provides significant current funding of
these benefit obligations, which greatly improves Solutia's
ability to meet these benefit obligations going forward.

In consideration for the contemplated modification in benefits,
the retirees will receive an unsecured claim of $35 million in
Solutia's Chapter 11 case.  The common stock received in
reorganized Solutia on account of this claim will be deposited
into the VEBA Retiree Trust, along with the $175 million from the
rights offering described above.  The VEBA Retiree Trust will be a
bankruptcy-remote entity and will be managed by an independent
trustee.

                        Additional Matters

The plan includes an assumption and extension of commercial and
operating agreements between Solutia and Monsanto.  The plan also
seeks a discharge for Solutia from most prepetition claims.

           Valuation and Anticipated Creditor Recoveries

"As a result of the successful execution of our reorganization
strategy, we have substantially increased the value of the company
since the filing of the original plan," said Mr. Quinn.  Under the
plan, Solutia estimates that the enterprise value of reorganized
Solutia will be $2.85 billion, with corresponding implied
reorganization equity value of approximately $1.2 billion.  Mr.
Quinn added, "The men and women of Solutia believe in the future
of this company, and it is because of their hard work and
perseverance that we have been able to revitalize the company and
position it for long term success."

                  Anticipated Creditor Recoveries

"The plan provides for substantially enhanced creditor recoveries
compared to the original plan filed in February 2006.  Under the
original plan, unsecured creditors would have received recoveries
of approximately 52%, compared with estimated recoveries of nearly
85% under the current plan," added Mr. Quinn.  "And, with the
bankruptcy court's recent ruling regarding the unsecured status of
certain of our noteholders, we are able to move forward without
the significant creditor classification issues that bogged down
moving the original plan toward confirmation."

Under the plan, Solutia's senior secured notes will be paid in
full in cash from proceeds from an exit-financing package to be
arranged by the company.  The plan also provides that the
following creditors and equity interest holders will receive the
following distributions.  (These distributions assume full
subscription to the rights offering by those creditors who are
entitled to participate):

     -- Holders of Allowed General Unsecured Claims will receive
        their pro rata share of 34.1% of the new common stock.
        Based on the mid-point of Solutia's estimates with regard
        to the aggregate amount of the allowed general unsecured
        claims, this will result in a recovery of 84.8 cents on
        the dollar.

     -- Holders of Allowed Noteholder Claims will receive their
        pro rata share of 44.1% of the new common stock.  This
        will result in a recovery of 84.8 cents on the dollar,
        the same as all other General Unsecured Creditors.

     -- Monsanto will receive 20% of the new common stock. In
        addition, Monsanto will have an allowed administrative
        claim for all amounts spent by Monsanto in excess of
        $50 million in connection with environmental cleanup and
        remediation at the sites for which it shared
        responsibility with Solutia during the chapter 11 cases.

     -- In accordance with the terms of the retiree settlement
        agreement, the Retirees as a class will receive 1.8% of
        the new common stock.  This stock will be deposited into
        a VEBA Retiree Trust that will be used to pay retiree
        welfare benefits.  This is in addition to the
        $175 million from the rights offering that will be
        deposited into the VEBA Retiree Trust as stated above.

     -- Holders of Equity Interests in Solutia will receive no
        distributions on account of such equity interests.

As stated in the plan, Solutia currently estimates that the
size of the unsecured noteholder claims pool will be
$455.4 million; and that the general unsecured claims pool will
range from $327-$377 million with a mid-point of $352 million.

          Corporate Governance and Board of Directors of
                      Reorganized Solutia

Under the plan, reorganized Solutia will be an independent,
publicly traded company listed on a national exchange.
Reorganized Solutia will have nine members on its Board of
Directors.  The nine members will consist of Jeffry N. Quinn,
Solutia's current chairman, president and chief executive
officer; one continuing director of Solutia; one director
designated by Monsanto; and six directors designated by the
Creditors Committee.  The six directors will be designated by the
Creditors' Committee in consultation with the company and
Monsanto.  Solutia will retain a nationally recognized executive
search firm to assist in the selection of members of the initial
Board of Directors.

               Next Steps in Reorganization Process

The next major step in the reorganization process will be to
conduct a hearing to consider the legal adequacy of the Amended
Disclosure Statement.  Solutia will request a bankruptcy court
hearing regarding this matter in early July.  If the court
determines that the Amended Disclosure Statement provides
sufficient information for claim holders and other interested
parties to vote on the plan, then the Amended Disclosure
Statement and plan would be sent to claim holders for voting
purposes.  Following the voting process, Solutia will ask the
bankruptcy court to hold a hearing to consider approval or
"confirmation" of the plan. If the court confirms the plan,
Solutia would emerge from chapter 11 shortly thereafter.

"With our current momentum, I believe Solutia will be able
to emerge from chapter 11 as a strong and viable company in the
third quarter," said Quinn.

Solutia's Amended Plan of Reorganization and Disclosure
Statement are available at http://www.solutia.com/reorganization

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on July 30,
2007.


SOLUTIA: Unsecured Creditors to Get 84.9% Under Amended Plan
------------------------------------------------------------
Over 14,800 proofs of claim were filed against Solutia Inc. and
its debtor-affiliates in their Chapter 11 Cases.  In addition, the
Debtors listed approximately 2,500 claims in their schedules of
assets and liabilities.  The claims asserted amounts of over
$28,000,000,000 in the aggregate.

The Debtors' First Amended Joint Plan of Reorganization groups
claims against and equity interests in the Debtors into 20
classes:

  Class  Description                 Claim Treatment
  -----  -----------                 ---------------
    1    Priority Non-Tax Claims     Unimpaired.
                                     100% Recovery.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $2,200,000  

    2    Secured Claims              Unimpaired.
                                     100% Recovery.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $40,000,000 to $50,000,000

    3    Senior Secured              Unimpaired.
                                     100% Recovery.
  
                                     Estimated Aggregate
                                     Allowed Amount:
                                     $205,900,000 to $223,000,000

    4    Convenience Claims          Unimpaired.
                                     100% Recovery.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $1,000,000 to $2,500,000

     5   CPFilms Claims              Unimpaired.
                                     100% Recovery.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $8,400,000

     6   NRD Claims                  Unimpaired.

                                     NRD Claims are being
                                     Reinstated and will be paid
                                     in accordance with the terms
                                     of the Amended Plan and the
                                     Relationship Agreement.

     7   Insured Claims              Unimpaired.

                                     Holders of Insured Claims can
                                     recover against the
                                     applicable insurance
                                     policies.

     8   Tort Claims                 Unimpaired.

                                     Monsanto is taking financial
                                     responsibility for Tort
                                     Claims.

     9   Legacy Site Claims          Unimpaired.

                                     Monsanto is taking financial
                                     responsibility for Legacy
                                     Site Claims.

     10  Equity Interests in all     Unimpaired.
         Debtors other than
         Solutia

     11  Monsanto Claim              Impaired.

                                     Among others, allowance of
                                     unsecured and administrative
                                     claims in favor of Monstanto.
  
     12  Noteholder Claims           Impaired.
                                     84.9% Recovery

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $455,400,000 based on
                                     principal amount of
                                     $450,000,000 plus accrued and
                                     unpaid interest of $5,400,000
                                     as of the Petition Date.

     13  General Unsecured           Impaired.
         Claims                      84.9% Recovery.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $327-$377 million

     14  Retiree Claim               Impaired.
                                     59.5% Recovery.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $35,000,000

     15  Pharmacia Claims            Impaired.
                                     0% Recovery.

                                     Pursuant to the terms of the
                                     Plan and the Relationship
                                     Agreement, Pharmacia will
                                     receive a limited indemnity
                                     from Reorganized Solutia and
                                     a limited release from
                                     certain claims.

     16  Non-Debtor                  Impaired.
         Intercompany Claims         40% Recovery.

                                     On the Effective Date, each
                                     Non-Debtor Intercompany Claim
                                     will be reduced by 60% and
                                     the remainder thereof will be
                                     Reinstated by virtue of book
                                     entries without a
                                     Distribution of Cash or other
                                     consideration being made on
                                     account of the Claim.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $108,000,000

     17  Debtor Intercompany         Impaired
         Claims                      0% Recovery.

                                     Estimated Aggregate
                                     Allowed Amount:
                                     $2,440,000,000

     18  Axio Claims                 Impaired.
                                     0% Recovery.

                                     Holders of Claims in Class 18
                                     will receive no distribution
                                     under the Amended Plan.

     19  Security Claims             Impaired
                                     0% Recovery.

                                     Holders of Claims in Class 19
                                     will receive no distribution
                                     under the Amended Plan.

     20  Equity Interests            Impaired   
         in Solutia                  0% Recovery.

                                     Holders of Claims in Class 20
                                     will receive no distribution
                                     under the Amended Plan.

Jeffry N. Quinn, Solutia's current chairman, president and chief
executive officer, relates that, with respect to the Monsanto
Claim, Monsanto has agreed, as part of the Monsanto Settlement
only, to accept an Allowed Unsecured Claim equal to the value of:

   (a) amounts related to the management and settlement of Legacy
       Claims and other expenses on the Debtors' behalf that (i)
       Monsanto has spent from the Petition Date through
       March 31, 2007, which Solutia believes to be $180,900,000,
       and (ii) Monsanto likely will spend, pursuant to the
       Monsanto Settlement, following that date, which amount
       Solutia believes to be $143,600,000,

   (b) the extension of the term of the Master Operating
       Agreement,

   (c) the replacement of the Distribution Agreement with the
       Relationship Agreement,

   (d) the settlement of litigation related to Solutia's
       Anniston, Alabama plant,

   (e) the elimination of all Tort Claims from Solutia's General
       Unsecured Claims pool,

   (f) the waiver of the right to file surrogate claims on
       behalf of legacy claimants,

   (g) the waiver of various indemnity claims related to legacy
       liabilities for which Monsanto has agreed to assume
       responsibility,

   (h) the Chocolate Bayou Settlement and continuation of the
       Commercial and Operating Agreements subject to the terms
       thereof, and

   (i) the resolution of all litigation and potential litigation
       related to the Distribution Agreement, the classification
       of Monsanto's Claim and other matters, between Solutia and
       Monsanto.

Monsanto will also receive an Administrative Expense Claim for
any amounts it pays (a) for Retained Sites and (b) in excess of
$50,000,000 with respect to documented out of pocket
Environmental Liabilities at the Shared Sites during the Chapter
11 cases.

Mr. Quinn also notes that:

    1. The Allowed Amount of the Senior Secured Note Claims is
       subject to a determination of the Senior Secured
       Noteholders' rights under applicable law.  Solutia
       believes that the Allowed amount of the Senior Secured
       Notes Claim will not exceed $223,000,000, however, the
       Senior Secured Notes Trustee has asserted that its claims
       on behalf of the Senior Secured Noteholders could exceed
       this amount.  The $205,900,000 is determined using the
       effective interest method as of June 30, 2007.

    2. Holders of Allowed CPFilms Claims are entitled to receive
       interest on such Claims at a rate to be negotiated among
       Solutia, the Official Committee of Unsecured Creditors,
       and the Ad Hoc Trade Committee.  This interest rate will
       be disclosed prior to the hearing to consider the adequacy
       of disclosure statement explaining the Amended Plan.

    3. The recovery calculations for Noteholder Claims and
       General Unsecured Claims and Retiree Claim are based on
       these assumptions:

         (a) a General Unsecured Claims pool of $352,000,000 --
             the midpoint of the estimated range for the ultimate
             aggregate amount of Allowed General Unsecured
             Claims;

         (b) an exercise price in the Rights Offering at a
             discount of 25% to Solutia's implied midpoint equity
             valuation;

         (c) full subscription to the Rights Offering by
             participating parties; and

         (d) that all recoveries are calculated net of the cost
             to acquire Rights.

       The discount applied to the Rights may change as a result
       of negotiations among Solutia and its stakeholders;
       provided that the Rights Offering generates $250,000,000
       in Cash proceeds and that Monsanto receives 20% of the New
       Common Stock after taking into account any dilution as a
       result of the Rights Offering.

                     Claimants Voting on Plan

Under the provisions of the Bankruptcy Code, not all parties in
interest are entitled to vote on a Chapter 11 plan.

Solutia is not soliciting votes from the Holders of Claims in
Classes 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10, because they are not
Impaired under the Amended Plan.  Pursuant to Section 1126(f) of
the Bankruptcy Code, those Classes are conclusively presumed to
have accepted the Amended Plan.

Solutia also says that it is not soliciting votes from Holders of
Claims in Classes 16 and 17, because they Classes are deemed to
have accepted the Amended Plan.

Solutia is not soliciting votes from the Holders of Claims in
Classes 18, 19 and 20 because they are Impaired under the Amended
Plan, and they will not receive any Distributions under the
Amended Plan.  Pursuant to Section 1126(g), those Classes are
deemed to have rejected the Amended Plan.

Claimants in Classes 11 to 15 are entitled to vote on the Amended
Plan.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on July 30,
2007.


SOLUTIA INC: Enterprise Value Under Amended Plan May Reach $3.2BB
-----------------------------------------------------------------
Rothschild Inc. estimates that the total enterprise value of
Solutia Inc. and its debtor-affiliates is approximately
$2,500,000,000 to $3,200,000,000.

In Feb. 2006, in connection with the Debtors' filing of Plan of
Reorganization, Rothschild had estimated the Debtors' total
enterprise to be between $2,000,000,000 to $2,300,000,000.

In connection with the Debtors' First Amended Joint Plan of
Reorganization filed on May 16, 2007, Rothschild estimates that
the Debtors' implied reorganized equity value would range from
$900,000,000 to $1,500,000,000, given an estimated net debt
levels of the Debtors of approximately $1,700,000,000.

The firm notes that the Amended Plan provides for the
distribution of 119.5 million shares of New Common Stock.  
However, the value of those shares is subject to dilution as a
result of the exercise of certain rights and conversions in
connection with certain equity incentive plans.

Rothschild relied upon these assumptions with respect to the
valuation of the Debtors:

    -- The Effective Date occurs on or about June 30, 2007;

    -- The Debtors are able to recapitalize with adequate
       liquidity as of the Effective Date;

    -- The Debtors are able to implement the Global Settlement
       reached with Monsanto Corp., Pharmacia Corp., the Official
       Committee of Unsecured Creditors, and, as applicable, the
       Retirees Committee, or an alternate plan providing for
       similar structure and terms;

    -- The pro forma net debt levels of the Debtors will be
       approximately $1,700,000,000;

    -- The financial projections assume that a material portion
       of the Debtors' NOLs will be available to the Reorganized
       Debtors, although subject to limitations under currently
       existing U.S. federal income tax laws;

    -- General financial and market conditions as of the
       Effective Date will not differ materially from those
       conditions prevailing as of the date of this Disclosure
       Statement; and

    -- The Debtor sell the Dequest business for net proceeds of
       approximately $60,000,000.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on July 30,
2007.


SOLUTIA INC: Sees $633 Mil. Earnings for 2007 Under Amended Plan
----------------------------------------------------------------
In connection with the First Amended Joint Plan of Reorganization
filed by Solutia Inc. and its subsidiaries, the company's
management prepared projected financial statements with the
assistance of Rothschild, the Debtors' financial advisors.  The
Projections are based on, among other things:

   (a) current and projected market conditions in each of
       Reorganized Solutia's markets;

   (b) the ability to maintain sufficient working capital to fund
       operations;

   (c) final approval of the up to $2,000,000,000 exit financing;
       and

   (d) confirmation of the Amended Plan.

The Debtors project they will continue to earn income in 2006
through 2011:

       Actual 2006          $2,000,000
       Projected 2007     $633,000,000
       Projected 2008     $122,000,000
       Projected 2009     $162,000,000
       Projected 2010     $220,000,000
       Projected 2011     $249,000,000

The Debtors also project that they will maintain cash and cash
equivalents for:

   (a) $78,000,000 for the year ended 2007, and
   (b) $30,000,000 for the years ended 2008 through 2011.

                       Reorganized Solutia Inc.
                 Projected Fresh Start Balance Sheet
                           (In Millions)

                                                        Exit
                                  Projected  Debt       Financing
                                  1-Jul-07   Discharge  Facility
                                  Balance    & Reclass- Transac-
                                  Sheet      ifications tions
                                  --------   --------   --------
ASSETS

CURRENT ASSETS:
Cash & Cash Equivalents               $156      ($347)      $221
Trade Receivables                      457          -          -
Inventories                            392          -          -
Prepaid Expenses and Other Assets      201          -          -
                                  --------   --------   --------
TOTAL CURRENT ASSETS                 1,206       (347)       221

PROPERTY, PLANT & EQUIPMENT, net     1,044          -          -
INVESTMENTS in AFFILIATES                7          -          -
OTHER ASSETS                           280          7        302
                                   --------   --------   --------
TOTAL ASSETS                         $2,537      ($340)      $523
                                   ========   ========   ========
LIABILITIES AND SHAREHOLDERS' EQUITY {DEFICIT}

CURRENT LIABILITIES:
Accounts Payable                      $260         $0         $0
Accrued Liabilities                    274         45          -
Short-term Debt                      1,074          -     (1,015)
                                  --------   --------   --------
TOTAL CURRENT LIABILITIES            1,608         45     (1,015)

LONG-TERM DEBT                         213         20      1,387
OTHER LIABILITIES                      302        825       (103)
LIABILITIES SUBJECT TO COMPROMISE    1,780     (1,780)         -
                                  --------   --------   --------
TOTAL LIABILITIES                    3,903       (890)       269

SHAREHOLDERS' DEFICIT:
Common Stock                             1          -          -
Additional Contributed Capital          56          -        254
Treasury Stock, at Costs              (251)         -          -
Net Deficiency of
  Assets at Spin-off                  (113)         -          -
Accumulated Other
  Comprehensive Loss                   (65)         -          -
Retained Earnings (Deficit)           (994)       550          -
                                  --------   --------   --------
TOTAL SHAREHOLDERS' EQUITY          (1,366)       550        254
                                  --------   --------   --------
TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY (DEFICIT)    2,537       (340)       523
                                  ========   ========   ========


                       Reorganized Solutia Inc.
                 Projected Fresh Start Balance Sheet
                           (In Millions)

                                                   Reorganized
                                   Fresh Start     01-Jul-2007
                                   Adjustments     Balance Sheet
                                   -----------     -------------
ASSETS

CURRENT ASSETS:
Cash & Cash Equivalents                     $0               $30
Trade Receivables                            -               457
Inventories                                  -               392
Prepaid Expenses and Other Assets            -               201
                                      --------          --------
TOTAL CURRENT ASSETS                         -             1,080

PROPERTY, PLANT & EQUIPMENT, net             -             1,044
INVESTMENTS in AFFILIATES                    -                 7
OTHER ASSETS                             1,891             2,480
                                      --------          --------
TOTAL ASSETS                            $1,891            $4,611
                                      ========          ========

LIABILITIES AND SHAREHOLDERS' EQUITY {DEFICIT}

CURRENT LIABILITIES:
Accounts Payable                            $0              $260
Accrued Liabilities                          -               319
Short-term Debt                              -                59
                                      --------          --------
TOTAL CURRENT LIABILITIES                    -               638

LONG-TERM DEBT                               -             1,620
OTHER LIABILITIES                          129             1,153
LIABILITIES SUBJECT TO COMPROMISE            -                 -
                                      --------          --------
TOTAL LIABILITIES                          129             3,411

SHAREHOLDERS' DEFICIT

Common Stock                                 -                 1
Additional Contributed Capital             889             1,199
Treasury Stock, at Costs                   251                 -
Net Deficiency of Assets at Spin-off       113                 -
Accumulated Other Comprehensive Loss        65                 -
Retained Earnings (Deficit)                444                 -
                                      --------          --------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)     1,762             1,200
                                      --------          --------
TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY (DEFICIT)       $1,891            $4,611
                                      ========          ========

A full-text copy of Solutia's Financial Projections is available
for free at http://researcharchives.com/t/s?1faa

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on

Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.  

Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore
& Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn &
Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims and
noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on July 30,
2007.


STRATOS INT'L: Okays Sale of Company to Emerson for $118 Million
----------------------------------------------------------------
Stratos International has agreed to be acquired by Emerson in
which the holders of Stratos International common stock will
receive $8 per share in cash for their shares, for a total
consideration of approximately $118 million, or an aggregate
consideration of approximately $85 million, net of acquired
cash.

The Stratos International said that the proposed transaction is
subject to customary regulatory approvals, approval by Stratos
International's stockholders and satisfaction of other customary
conditions.

"We are delighted that Emerson recognizes the strength of the
company we have built over the last several years and see it as a
way of further enhancing Stratos business through Emerson's highly
successful distribution network," Commenting on the announcement,
Stratos' Chief Executive Officer and President, Phillip A. Harris
said.

"Over the past nine months, we have explored and evaluated various
strategic alternatives, including a possible sale of the company.  
We have concluded this process and believe that an acquisition by
Emerson is the best alternative for our stockholders, customers
and employees."

The company states that CIBC World Markets Corp. will act as its
exclusive financial advisor.

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.


STRUCTURED ASSET: Moody's Rates Classes B1 & B2 Certs. at Low-B
---------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Mortgage Loan Trust, Series 2007-GEL2 and ratings ranging from Aa2
to Ba2 to mezzanine and subordinate certificates in the deal.

The securitization is backed by Sovereign Bank, FSB (24.52%),
Wells Fargo Bank, N.A. (16.48%), People's Choice Home Loans Inc.
(12.73%), BNC Mortgage Inc. (12.52%) and other residential
mortgage lenders (20%, none individually exceeding 10%)
originated, adjustable-rate (52.12%) and fixed-rate (47.88%),
scratch and dent residential mortgage loans acquired by Lehman
Brothers Holdings Inc.  The ratings are based primarily on the
credit quality of the loans and on protection against credit
losses provided by subordination, excess spread,
overcollateralization, and mortgage insurance.  The ratings will
also benefit from an Interest rate swap and cap agreement provided
by ABN AMRO Bank N.V.  Moody's expects collateral losses to range
from 7.10% to 7.60%.

Wells Fargo Bank, N.A., GMAC Mortgage, LLC, Aurora Loan Services
LLC, and Washington Mutual Bank will service the mortgage loans,
and Aurora will act as master servicer.  Moody's has assigned
Wells Fargo its servicer quality rating of SQ2 as a special
servicer of mortgage loans.  Moody's has assigned Aurora its
servicer quality rating of SQ2- as a special servicer of mortgage
loans and its servicer quality rating of SQ1- as a master
servicer.

The complete rating actions are:

   * Structured Asset Securities Corporation

   * Mortgage Pass-Through Certificates, Series 2007-GEL2

                  Class A1, Assigned Aaa
                  Class A2, Assigned Aaa
                  Class A3, Assigned Aaa
                  Class M1, Assigned Aa2
                  Class M2, Assigned Aa3
                  Class M3, Assigned A1
                  Class M4, Assigned A2
                  Class M5, Assigned A3
                  Class M6, Assigned Baa1
                  Class M7, Assigned Baa2
                  Class M8, Assigned Baa3
                  Class B1, Assigned Ba1
                  Class B2, Assigned Ba2

The certificates were sold in privately negotiated transactions
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


STRUG-DIVISION LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Strug-Division, L.L.C.
             405 North Wabash
             Chicago, IL 60611

Bankruptcy Case No.: 07-09165

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Strug-Lawrence, L.L.C.                     07-09166

Chapter 11 Petition Date: May 19, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtors' Counsel: Paul M. Bach
                  1955 Shermer Road, Suite 150
                  Northbrook, IL 60062
                  Tel: (847) 564-0808
                  Fax: (847) 564-0985

                                        Total Assets   Total Debts
                                        ------------   -----------
Strug-Divison, LLC                        $1,500,000    $1,100,000

Strug-Lawrence, LLC                       $8,500,000    $1,100,000

The Debtors do not have any creditors that are not insiders.


SUNBEAM ACQUISITION: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Sunbeam Acquisition Corp, the acquisition vehicle that will be
used to complete the leveraged buyout of Sheridan Holdings, Inc.,
the parent company of Sheridan Healthcare, Inc.

Moody's also assigned a B1 rating to the company's proposed senior
secured first lien credit facilities and a Caa1 rating to its
proposed second lien PIK toggle loan.  The outlook for the ratings
is stable.

The proceeds of the proposed offerings are expected to be used to
complete the acquisition of Sheridan by Hellman & Friedman LLC
from the current equity sponsor, J.W. Childs, for total
consideration of $925 million including approximately $420 million
of existing debt.  It is Moody's understanding that at the close
of the transaction, Sunbeam Acquisition Corp will merge into
Sheridan Holdings, Inc. (Newco), which will be the surviving
entity.  Moody's expects to withdraw the current ratings of
Sheridan Holdings, Inc. (Oldco) at the close of the transaction.

The B2 Corporate Family Rating reflects the considerable amount of
financial leverage that will result from the transaction. Moody's
believes the significant amount of debt and associated interest
expense could limit the company's financial flexibility.  The
rating also reflects Moody's concerns regarding increases in
accounts receivable from third party payors and delays in the
receipt of payments related to recently acquired practices that
have resulted in decreased operating cash flow in the last two
fiscal quarters.

Sheridan's scale and diversity remain limited, which continues to
be a significant factor constraining the ratings.  Moody's
estimates that the company generated net revenue of $436 million
for the twelve months ended March 31, 2007, which reflects a size
comparable to other companies in the single B rating category.  
Further, the company continues to have a significant concentration
of revenues by customer and geography.

The ratings are supported by the company's strong EBIT margins.
Sheridan is expected to demonstrate continued progress in
expanding profitability margins aided by the leveraging of the
company's infrastructure and growth in other higher margin
services, such as radiology.  The ratings also incorporate
Sheridan's leading position as a provider of anesthesia staffing
services and the benefits that position provides in negotiating
reimbursement with managed care payers.

The stable ratings outlook reflects the expectation that the
company will resolve issues causing the increase in accounts
receivable favorably and return to positive free cash flow by the
end of 2007.  The outlook also anticipates the continued favorable
operating performance of the company following the transaction.  
The company has demonstrated an ability to operate effectively
with a significant amount of debt in the past and has historically
been able to reduce financial leverage by using free cash flow to
repay debt.  Moody's ratings anticipate a continuation of this
practice; however, Moody's also anticipates a moderate level of
acquisition activity going forward, which may constrain
significant debt repayment in the near-term.

These ratings were assigned:

   * Sunbeam Acquisition Corp:

   -- $75 million revolving credit facility due 2013, B1
      (LGD3, 35%)

   -- $375 million First Lien Term Loan due 2014, B1 (LGD3, 35%)

   -- $170 million Second Lien PIK Toggle Loan due 2015, Caa1
      (LGD5, 88%)

   -- Corporate Family Rating, B2

   -- Probability of Default, B2

These ratings were affirmed and will be withdrawn at the close of
the transaction:

   * Sheridan Healthcare Inc.:

   -- $50 million revolving credit facility due 2009, B1
      (LGD3, 34%)

   -- $273 million first lien Term Loan B due 2011 (includes a
      $40 million delayed draw term loan), B1 (LGD3, 34%)

   -- $135 million second lien term loan due 2013, Caa1
      (LGD5, 87%)

   * Sheridan Holdings Inc.:

   -- Corporate Family Rating, B2
   -- Probability of Default, B2

Headquartered in Sunrise, Florida, Sheridan is a leading provider
of physician services to hospitals and ambulatory surgical
facilities.  The company provides outsourced physician staffing
services for anesthesia, neonatology, radiology and emergency
departments.  Sheridan also provides a full compliment of
professional and administrative support services including
physician billing.  Moody's estimates that Sheridan generated
revenues of approximately $436 million for the 12 months ended
March 31, 2007.


TANGER FACTORY: Shareholders OK Articles of Incorporation Changes
-----------------------------------------------------------------
Tanger Factory Outlet Centers Inc. disclosed that, at the annual
Meeting of shareholders held on May 18, 2007, these proposals were
approved:

   -- the election of the directors to serve for the ensuing year;

   -- the ratification of the appointment of
      PricewaterhouseCoopers LLP as the company's independent
      registered public accounting firm for the fiscal year ending
      Dec. 31, 2007;

   -- the amendment to the company's articles of incorporation to
      increase the number of common shares authorized for issuance
      from 50 million common shares to 150 million common shares.

The Annual Meeting was adjourned until May 25, 2007 at 10:00 a.m.
in order to continue the consideration of Proposal No. 4 to amend
the company's articles of incorporation, which in effect would
create four new classes of preferred shares, each class having
four million shares with a par value of $.01 per share.  The
reconvened meeting will be held on May 25, 2007 at 10:00 a.m. at
the company's offices, 3200 Northline Avenue, Suite 360,
Greensboro, NC.

With respect to Proposal No. 4, management believes it will
provide the company with greater flexibility in connection with
future transactions such as acquisitions or corporate capital
raising purposes.  The company intends to use the additional
classes of preferred shares for capital formation purposes rather
than anti-takeover purposes so that any class of the newly
authorized shares will not have voting power that exceeds the
shares' economic interest in the company in violation of New York
Stock Exchange rule 313 for listed companies, and expects such
issuances will be consistent with past issuances by the Company of
preferred shares. Institutional Shareholder Services has
recommended that the company's shareholders vote for this
proposal.

Shareholders as of the close of business on March 29, 2007 are
entitled to vote by proxy, or in person at the meeting.  

For information regarding the voting of shares and copies of the
proxy materials filed by the company with the Securities and
Exchange Commission may be obtained, free of charge, by contacting
the company's proxy solicitor, Georgeson Inc. at (212) 440-9800.

At the company's Annual Shareholders Meeting, the shareholders
elected these directors to serve for the ensuing year:

      Name                         Designation
      ----                         -----------
   Stanley K. Tanger          - chairman of the board and
                                chief executive officer
   Steven B. Tanger           - director, president and chief
                                operating officer
   Jack Africk                - independent director - lead
                                director
   William G. Benton          - independent director
   Thomas E. Robinson         - independent director
   Allan L. Schuman           - independent director

During the board of directors meeting, held on the same date,
these officers were elected to serve for the ensuing year:

     Name                          Designation
     ----                          -----------
   Stanley K. Tanger          - chairman of the board &
                                chief executive officer
   Steven B. Tanger           - president & chief operating
                                officer
   Frank C. Marchisello, Jr.  - executive vice president, chief
                                financial officer & secretary
   Joseph H. Nehmen           - senior vice president, operations
   Carrie A. Warren           - senior vice president, marketing
   Kevin M. Dillon            - senior vice president,
                                construction & development
   Lisa J. Morrison           - senior vice president, leasing
   James F. Williams          - senior vice president & controller
   Virginia R. Summerell      - vice president, treasurer &
                                assistant secretary
   Mary Ann Williams          - vice president, human resources
   Elizabeth J. Coleman       - vice president, operations
   Laura M. Atwell            - vice president, marketing
   Beth G. Lippincott         - vice president, leasing
   Ricky L. Farrar            - vice president, information
                                technology
   Thomas J. Guerrieri Jr.    - vice president, financial
                                reporting
   Barton A. Hunter           - vice president, real estate
                                development

                    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.


TAX GROUP: Organizational Meeting Scheduled on May 30, 2007
-----------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in The 1031 Tax Group LLC and its debtor-
affiliates' chapter 11 cases at 11:00 a.m., on May 30, 2007, at
the U.S. Trustee Meeting Room, 4th Floor, 80 Broad Street, in New
York City.

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

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

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

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

                        About The Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group  
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., at Dreier, LLP, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of over $100 million.


TEEKAY SHIPPING: Earns $76.4 Million in First Quarter 2007
----------------------------------------------------------
Teekay Shipping Corporation reported net income of $76.4 million
on revenues of $583 million for the quarter ended March 31, 2007,
as compared with a net income of $101.7 million on revenues of
$526 million for the quarter ended March 31, 2006.  

The results for the quarters ended March 31, 2007, and 2006
included a number of specific items that had the net effect of
decreasing net income by $7.4 million and by $17.3 million,
respectively.  Net voyage revenues for the first quarter of 2007
increased to $459.5 million from $392.4 million for the same
period in 2006, and income from vessel operations decreased to
$125.5 million from $142.7 million.

As at March 31, 2007, the company had two vessels undergoing
conversion to shuttle tankers and one FSO was being upgraded,
which are scheduled to commence service under fixed-rate charters
in the second quarter of 2007.  Teekay is obligated to offer these
vessels to its subsidiary, Teekay Offshore Partners L.P., within a
year of each vessel's delivery.

                Capital Expenditures and Liquidity

As of March 31, 2007, the company had total liquidity of
$2 billion comprised of $370.7 million in cash and cash
equivalents and $1.6 billion in undrawn credit facilities.  As at
March 31, 2007, the company had 73.6 million common shares issued
and outstanding.

The company's balance sheet at March 31, 2007, the company had
total assets of $8.4 billion, total liabilities of $5.4 billion,
and minority interest of $456.1 million, resulting in a total
stockholders' equity of $2.6 billion.

                        Acquisition of OMI

On April 17, 2007, the company and A/S Dampskibsselskabet TORM
said they had entered into a definitive agreement to acquire OMI
Corporation, a major international owner and operator of Suezmax
and product tankers.  Under the agreement, Teekay and Torm are
offering $29.25 per share for the outstanding common shares of
OMI, representing a total cost of about $2.2 billion, including
assumed net debt and transaction costs.  Teekay and TORM commenced
a tender offer to the OMI shareholders on April 27, 2007, subject
to acceptance from OMI shareholders representing over 50% of OMI's
outstanding shares and to the receipt of standard regulatory
approvals.  If the tender is successful, the transaction is
expected to close during the second quarter of 2007.

Teekay and TORM have agreed to divide the assets of OMI equally
between the companies. Teekay will pay about $1.1 billion for its
50% share of OMI's assets and expects the acquisition to be
accretive to its earnings.

Teekay will acquire seven Suezmax tankers, four Medium Range
product tankers and four Handysize product tankers.  In addition,
Teekay will assume the in-charters of a further six Suezmax
tankers and OMI's third party asset management business.

                          Teekay Tankers

On April 17, 2007, Teekay said that it intends to create a new
publicly listed entity for its conventional tanker business.  It
is anticipated that Teekay Tankers will initially own a portion of
Teekay's conventional tanker fleet.  Furthermore, it is expected
that Teekay Tankers will grow through the acquisition of
conventional tanker assets from third parties and from Teekay,
which may include vessels to be acquired by Teekay from its
planned acquisition of 50% of OMI Corporation.  Teekay expects to
file with the U.S. Securities and Exchange Commission a
registration statement for the initial public offering of Teekay
Tankers during the second half of 2007.

                           About Teekay

Teekay Shipping Corporation (NYSE: TK) -- http://www.teekay.com/
-- a Marshall Islands corporation headquartered in Nassau,
Bahamas, transports more than 10% of the world's seaborne oil, has
expanded into the liquefied natural gas shipping sector through
its publicly listed subsidiary, Teekay LNG Partners L.P. (NYSE:
TGP), and is further growing its operations in the offshore
production, storage and transportation sector through its
publicly-listed subsidiary, Teekay Offshore Partners L.P. (NYSE:
TOO).  With a fleet of over 160 vessels, offices in 17 countries
and 5,600 seagoing and shore-based employees, Teekay provides a
comprehensive set of marine services to the world's leading oil
and gas companies, helping them seamlessly link their upstream
energy production to their downstream processing operations.  
Teekay's reputation for safety, quality and innovation has earned
it a position with its customers as The Marine Midstream Company.

                          *     *     *

As reported in the Troubled Company Reporter on April 20, 2007,
Standard & Poor's Ratings Services said that its ratings on Teekay
Shipping Corp., including the 'BB+' corporate credit rating,
remain on CreditWatch negative.  The Creditwatch update follows
Teekay's announcement that it plans to purchase OMI Corp.
(BB+/Watch Neg/--), a sizable oil tanker company, jointly with A/S
Dampskibsselskatbet TORM for about $2.2 billion; Teekay will
contribute $1.1 billion of this amount.  Teekay also announced
that it intends to create a new publicly listed entity for its
conventional tanker business.


TERWIN MORTGAGE: Fitch Cuts Class B-5's Rating to CCC/DR2
---------------------------------------------------------
Fitch Ratings has taken these rating actions on the classes of
Terwin Mortgage Trust issues listed below:

  Series 2003-6HE

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

  Series 2005-5SL

     -- Class A affirmed at 'AAA';
     -- Class M-1a affirmed at 'AA';
     -- Class M-1B affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'A-';
     -- Class B-1 affirmed at 'BBB+';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-3 affirmed at 'BBB-';
     -- Class B-4 downgraded to 'B' from 'BB+';
     -- Class B-5 downgraded to 'C/DR6' from 'CCC/DR2'.

The affirmations, affecting approximately $188.4 million of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

In series 2005-5SL, classes B-4 and B-5 (approximate $34.18
million in aggregate) are downgraded due to deterioration in the
relationship between CE and expected losses.  Faster-than-expected
prepayment speeds and rising interest rates have caused
significant deterioration in the amount of excess spread available
to cover losses and maintain overcollateralization.  In five of
the past six months, the excess spread has not been sufficient to
cover the monthly losses incurred and as a result, class B5 has
defaulted.

As of the April distribution date, the transactions listed above
are seasoned from 23 (2005-5SL) to 41 (2003-6HE) months.  The pool
factors (current principal balance as a percentage of original)
range approximately from 18% (2003-6HE) to 28%
(2005-5SL).

In series 2003-6HE, the underlying collateral consists of fully
amortizing 15- to 30-year fixed- and adjustable-rate mortgages
secured by first liens extended to subprime borrowers.  In series
2005-5SL, the collateral consists of conventional, fixed-rate,
fully-amortizing and balloon, second lien residential mortgage
loans.  In both transactions, the mortgage loans were acquired by
various originators.  Series 2003-6HE is master serviced by Wells
Fargo Bank, N.A. (rated 'RMS1' by Fitch).  Series 2005-5SL is
serviced by Specialized Loan Servicing, LLC (rated 'RSP3').


TRANSMETA CORP: Posts $18,734,000 Net Loss in Qtr Ended March 31
----------------------------------------------------------------
Transmeta Corporation reported a net loss of $18,734,000 for the
first quarter ended March 31, 2007, compared with a net loss of
$1,647,000 for the same period ended March 31, 2006.

Revenue for the first quarter of 2007 was $2.1 million, which
included $2 million of service revenue and $142,000 of product
revenue.  This compared with revenue of $19.5 million in the first
quarter of 2006, which included $18.9 million of service revenue
and $589,000 of product revenue.  

The first quarter of 2007 results included restructuring charges
totaling $6.7 million, and an impairment charge on long-lived and
other assets of $290,000, as well as non-cash charges of
$1.7 million for amortization of intangible assets, and $300,000
for stock-based compensation expenses.

Product revenue in the three months ended March 31, 2007,
decreased by $447,000 over the three months ended March 31, 2006.
The decrease was due to the decline in the remaining product sales
from the exited microprocessor business.

Service revenues in the three months ended March 31, 2007,
decreased by $16.9 million over the three months ended March 31,
2006.  This $16.9 million decrease in service revenue was
attributable to the lack of any fixed fee development services
business from Microsoft, which totaled $9.1 million in the first
quarter of 2006, and the reduced demand for engineering support
under the time and materials based design services contract for
Sony Group, which totaled $8 million in the first quarter of 2006,
and was completed in the first quarter of 2007.

The company's cash, cash equivalents and short-term investments at
March 31, 2007 totaled $25.8 million, compared with $41.5 million
at March 31, 2006.

"In the first quarter of 2007 we made the difficult, but
necessary, decision to reduce our spending by restructuring the
company to focus on developing and licensing our technologies and
intellectual property," said Les Crudele, president and chief
executive officer.  "The restructuring is proceeding according to
plan and, in some cases, is ahead of schedule.  We expect to
further reduce our headcount by 15 to 20 percent during the second
quarter, mainly affecting general and administrative positions.  
As a result of the restructuring, we are no longer pursuing
engineering services as a separate line of business and have also
exited the business of selling microprocessor products.

"At the same time, we have dedicated additional resources to the
development and licensing of our technologies and intellectual
property.  Our goal is to build a sustainable licensing business
that can address a broader customer base, although we believe it
will take us some time to build this business to the point where
we can generate a dependable revenue stream.  In the meantime, we
believe that the steps we are taking will put us in a better
position to execute on our new business model," said Mr. Crudele.

For the quarter ended March 31, 2007, net cash used in operating
activities was $17,212,000 compared with net cash used in
operating activities of $2,039,000 for the same period last year.     

At March 31, 2007, the company's balance sheet showed $38,990,000
in total assets, $13,194,000 in total liabilities, and $25,796,000
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?1fa0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007
Burr, Pilger & Mayer LLP expressed substantial doubt about
Transmeta Corporation's ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flow from operations.

Except for the second, third, and fourth quarters of fiscal 2005,
the company has historically reported negative cash flows from
operations, because the gross profit, if any, generated from
operations has not been sufficient to cover the company's  
operating cash requirements.

                      About Transmeta Corp.

Headquartered in Santa Clara, Calif., Transmeta Corporation
(NasdaqGM: TMTA) -- http://www.transmeta.com/-- develops and  
licenses innovative computing, microprocessor and semiconductor
technologies and related intellectual property.  The company is  
presently focused on developing and licensing its advanced power
management technologies for controlling leakage and increasing
power efficiency in semiconductor and computing devices, and in
licensing its computing and microprocessor technologies to other
companies.


TRAPEZA CDO: Fitch Lifts Rating on $3.9 Mil. Class E Notes to BBB-
------------------------------------------------------------------
Fitch has affirmed five and upgraded two classes of notes issued
by Trapeza CDO III, LLC.  These affirmations are the result of
Fitch's review process and are effective immediately:

     -- $106,697,331 class A1A affirmed at 'AAA';
     -- $71,500,000 class A1B affirmed at 'AAA';
     -- 25,000,000 class B affirmed at 'AA+';
     -- $31,250,000 class C-1 affirmed at 'A';
     -- $31,250,000 class C-2 affirmed at 'A';
     -- $10,722,663 class D upgraded to 'BBB+' from 'BBB.'
     -- $3,999,997 class E upgraded to 'BBB-' from 'BB'.

Trapeza III is a collateralized debt obligation managed by Trapeza
Capital Management, LLC (CDO asset manager rating of 'CAM2' for
trust preferred assets by Fitch) that closed
June 25, 2003.  Trapeza Capital Management, LLC is a joint venture
between FSI Capital, LLC and Resource Financial Fund Management.  
Trapeza III is composed of bank and thrift trust preferred
securities.  Included in this review, Fitch performed an analysis
of the collateral included in the portfolio.

Since the last review, the collateral has continued to perform,
with a stable weighted average bank score as determined by the
Fitch Bank Scoring Model.  As of the March 31, 2007, trustee
report, both the class A/B and class C/D overcollateralization
ratios remain stable, and continue to pass their performance test
triggers of 141.25% and 102.3%, respectively, with ratios of
146.8% and 107.9%, respectively.  There are currently no deferring
or defaulted securities in the portfolio.  Structural features in
this deal include a reverse turbo which has paid down the class D
notes by 26% and a target amortization schedule which has paid
down the class E notes by 50%.  As a result, there has been an
increase to credit enhancement of these notes as the structure
delevers.

The ratings on the class A1A, A1B, and B notes address the
likelihood that investors will receive timely payment of interest
and ultimate payment of principal by the stated maturity date. The
ratings on the class C-1, C-2, D and E notes address the
likelihood that investors will receive ultimate payment of
interest and ultimate payment of principal by the stated maturity
date.


TRIBUNE COMPANY: Moody's Rates Proposed $1.5 Billion Loan at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Tribune
Company's proposed $1.5 billion senior secured tranche X term loan
due in 2009.  The amount of the bridge loan was reallocated from
the proposed $7.015 billion term loan B, which is now reduced to
$5.515 billion.  Tribune plans to utilize the proceeds to
refinance its existing $2.8 billion of credit facilities and fund
the approximate $4.2 billion first step tender offer for Tribune
common stock as part of the company's privatization plan.

The bridge loan and term loan have the same senior unsecured
guarantee from material operating subsidiaries, and an identical
collateral pledge consisting of the stock of certain subsidiaries.  
Accordingly, Moody's believes the priority of the bridge loan and
term loan B is the same and has assigned a Ba2 rating and LGD3-37
assessment to both instruments.  However, the bridge loan has
required amortization of $750 million in 18 months (versus 1%
annual amortization on the term loan B) and is entitled to all
mandatory prepayments, including from asset sales, until the
bridge loan is repaid.  Moody's believes the increase in required
debt service due to the bridge loan's $750 million amortization
and two-year maturity raises refinancing risk.

All ratings, including Tribune's Ba3 Corporate Family Rating
remain on review for downgrade.  Moody's will likely downgrade the
CFR to B2 with a stable rating outlook if:

   (1) the second step of the privatization plan is completed in
       accordance with the transaction structure outlined in
       Tribune's April 1, 2007 Form 8-K and;

   (2) industry conditions, the company's cash flow generation
       and anticipated asset sale proceeds are in line with
       Moody's expectations.

A downgrade of the CFR to B2 would likely result in the ratings
for the proposed bank credit facilities, including the $1.5
billion tranche X term loan and $5.515 billion term loan B, moving
to B1 from Ba2 based on the capital mix outlined in Tribune's
April 1, 2007 Form 8-K.

Assignments:

   * Issuer: Tribune Company

     -- Senior Secured Bank Credit Facility, Assigned Ba2
        (LGD3-37)

Tribune Company, headquartered in Chicago, Illinois, is a leading
media company with operations in television and radio
broadcasting, publishing, education and interactive services.


TRIBUNE CO: S&P Says Ratings Remain Despite Deal Revision
---------------------------------------------------------
Standard & Poor's Ratings Services stated that its loan and
recovery ratings on Chicago, Illinois-based Tribune Co.'s  
proposed approximate $10.1 billion secured credit facilities
remain unchanged following a revision in the deal's structure.  

The loan rating remains at 'BB-' with a recovery rating of '2',
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.
     
The credit ratings on Tribune remain on CreditWatch with negative
implications as the company completes its LBO transaction valued
at just under $14.5 billion, incorporating the assumption or
repayment of approximately $5.7 billion of debt.  Furthermore,
based on S&P's analysis of the proposed capital structure, S&P
have determined that if shareholders approve the transaction as
outlined, they would lower the corporate credit rating to 'B',
with a stable outlook. Under these circumstances, the bank loan
rating would also be lowered to 'B'.
     
Since initially rating the secured financing on April 19, 2007,
Tribune has changed the deal structure to shift $1.50 billion from
term loan B to a new term loan X tranche.  Term loan X will
require mandatory principal repayments of $750 million within 18
months, and the remaining $750 million within two years.  Despite
the change in structure, we left the loan and recovery ratings
unchanged given our assessment that Tribune has sufficient noncore
assets, including the Chicago Cubs, that can be sold within the
prepayment time frame to help meet the increased amortization
requirement.  The expectation for lower than previously
anticipated debt levels over the next 24 months will reduce the
company's interest burden somewhat, pushing our simulated default
to 2010 from 2009, but will not change our recovery rating as a
result of the corresponding reduction in assets and the additional
business deterioration needed to trigger a payment default.
     
Standard & Poor's currently rates Tribune's existing unsecured
notes 'BB-'.  Upon the close of the proposed bank transaction, S&P
will lower the rating on this unsecured debt to 'B'.  The notes
will then remain on CreditWatch with negative implications and
would subsequently be lowered to 'CCC+' if shareholder approval
for the LBO transaction is obtained.  While these notes will
benefit from the same security package as the proposed bank
facility due to negative pledge covenants in existing bond
indentures, they will not benefit from upstream guarantees from
the company's operating subsidiaries as is the case with the bank
facility, which will benefit from a senior guarantee.  Also, given
the amount of priority debt ahead of these notes, upon close of
the proposed bank transaction, we will assign a recovery rating of
'5', indicating prospects for negligible recovery (0%-25%) of
principal in the event of a payment default.
     
Proceeds from the new credit facilities, the expected $2.1 billion
unrated bridge facility, combined with $315 million of cash from
Sam Zell and $215 million option proceeds, would be used, among
other things, to repurchase the outstanding public shares of
Tribune, repay existing bank debt, and for related fees and
expenses.  The $263 million delayed draw term loan B would be
available to help repay maturing medium-term notes in 2008.

Ratings List

Tribune Co.
Corporate Credit Rating      BB-/Watch Neg/--
$10.1B Secured               BB-/Watch Neg (Recov Rtg: 2)


VIEWPOINT CORP: Posts $2 Million Net Loss in Qtr Ended March 31
---------------------------------------------------------------
Viewpoint Inc. reported a net loss of $2.0 million on total
revenues of $3.3 million for the first quarter ended March 31,
2007, compared with a net loss of $3.9 million on total revenues
of $4 million for the same period last year.

Operating loss decreased $1.1 million to $2 million for the first
quarter of 2007, compared to an operating loss of $3.1 million in
the first quarter of 2006, due to overall lower operating
expenses.

The company recorded a $157,000 gain based on the change in the
fair value of warrants related to a decrease in the company's
stock price for the quarter ended March 31, 2007.  For the three
months ended March 31, 2006, the company recorded a loss of
$628,000 based on the change in the fair values of the warrants
related to an increase in the company's stock price.

Interest expense decreased $83,000 to $204,000 for the quarter
ended March 31, 2007, compared to interest expense of $287,000 for
the same period ended March 31, 2006.  The decrease is primarily
the result of a lowering of the effective borrowing rate on the
subordinated notes and a principal payment of $200,000 resulting
from a restructuring that occurred in March 2007.  

At March 31, 2007, the company's balance sheet showed
$25.4 million in total assets, $7.4 million in total liabilities,
and $18 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at  http://researcharchives.com/t/s?1f8f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about Viewpoint Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, 2005, and 2004.   
The auditing firm pointed to the company's negative cash flow
from operations, net losses since inception, and limited capital
to fund future operations.

During the quarter ended March 31, 2007, net cash used in
operations amounted to $1.2 million.  As of March 31, 2007, the
company had an accumulated deficit of $287.6 million, compared
with an accumulated deficit of $285.6 million at Dec. 31, 2006.
The company has incurred negative cash flows and net losses since
inception.  As disclosed by the company, based on current
operating levels combined with limited capital resources,
financing operations during 2007 will require that the company
improve operating results through cost cutting measures, increases
in revenues or both, and/or raise sufficient additional equity or
debt capital.

                       About Viewpoint Corp.

Viewpoint Corp. (NasdaqGM: VWPT) -- http://www.viewpoint.com/--   
is a Internet marketing technology company, offering Internet
marketing and online advertising solutions through a combination
of its proprietary visualization technology and a full range of
campaign management services including TheStudio, Viewpoint's
creative services group, Unicast, Viewpoint's online advertising
group, and KeySearch, Viewpoint's search engine marketing
consulting practice.


VIRAGEN INC: Mulls Filing Application to Strike Amex Stock Listing
------------------------------------------------------------------
Viragen Inc. has received notice from the American Stock Exchange
indicating that Viragen no longer complies with the Amex's
continued listing standards.  Accordingly, Amex intends to file an
application with the Securities and Exchange Commission to strike
Viragen's common stock, units and warrants from listing and
registration on the Amex.
    
The notice cited that Viragen is not in compliance with these
sections of the Amex Company Guide:

   a) Section 1003(a)(ii), in that Viragen had stockholders'
      equity of less than $4 million and losses from continuing
      operations and/or net losses in three out of its four most
      recent fiscal years;

   b) Section 1003(a)(iii), in that Viragen has stockholders'
      equity of less than $6 million and losses from continuing
      operations and/or net losses in its five most recent fiscal
      years;

   c) Section 1003(a)(iv), in that Viragen has sustained losses
      which are so substantial in relation to its overall
      operations or its existing financial resources, or its
      financial condition has become so impaired that it appears
      questionable, in the opinion of the Exchange, as to whether
      Viragen will be able to continue
      operations and/or meet its obligations as they mature; and

   d) Section 1003(f)(v) in that Viragen's common stock has sold
      for a substantial period of time at a low price per share.
    
Viragen is evaluating whether to appeal the Amex staff termination
by requesting a hearing before an Amex Listing Qualifications
Panel.  Viragen has until May 24, 2007 to request a hearing and
pay the requisite hearing fee and the company's outstanding Amex
listing fees.  The filing of a hearing request will operate to
stay delisting of the company's securities pending the hearing
panel's determination.  There is no assurance that the Amex
hearing panel will permit the company's securities to remain
listed on the Amex.
    
Should Viragen's common shares, units and warrants are delisted
from Amex, the company believes its securities are eligible to
continue trading on the Over- the-Counter Bulletin Board.
    
                        About Viragen, Inc.

Based in Plantation, Florida, Viragen Inc. (Amex: "VRA"; "VRA.U";
"VRA.WS") (OTC BB: VGNI) -- http://www.viragen.com/-- is a bio-
pharmaceutical company engaged in the research, development,
manufacture and commercialization of products for the treatment of
cancers and viral diseases.  The company operates from three
locations: Plantation, Florida, which contains the company's
administrative offices and support; Viragen (Scotland) Ltd.,
located outside Edinburgh, Scotland, which conducts the company's
research and development activities; and ViraNative, located in
Umea, Sweden, which houses the company's human alpha interferon
manufacturing facilities.

As of June 30, 2006, the company owned approximately 81.2% of
Viragen International, Inc.  Subsequent to June 30, 2006, its
ownership interest of Viragen International was reduced to
approximately 77.0%. Viragen International owns 100% of ViraNative
AB, its Swedish subsidiary, and 100% of Viragen (Scotland) Ltd.,
its Scottish research center.

                       Going Concern Doubt

Ernst & Young LLP, in Fort Lauderdale, Fla., raised substantial
doubt about Viragen, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, accumulated
and stockholders' deficiencies, and dependence on its ability to
raise adequate capital to fund necessary product commercialization
and development activities.


VISTEON CORP: Names Michael Widgren as Chief Accounting Officer
---------------------------------------------------------------
Global automotive supplier Visteon Corporation has named Michael
J. Widgren as vice president, corporate controller and chief
accounting officer effective May 16, 2007.

"Michael Widgren's deep technical skills and knowledge of the auto
industry make him ideal for this role," William Quigley, senior
vice president and chief financial officer, said.  "He has the
experience and capability to support Visteon during this important
period of transformation."

Mr. Widgren joined Visteon in 2005 as assistant controller.  Prior
to joining Visteon, he served as chief accounting officer for
Federal-Mogul Corp., where he held several financial management
positions during his seven-year tenure.  Before that, Mr. Widgren
worked at Coopers & Lybrand, LLP.

Mr. Widgren earned a bachelor's degree in accounting and a
master's degree in business administration from Michigan State
University.  He is a certified public accountant in the state of
Michigan and a member the Michigan Association of CPAs.

Headquartered in Van Buren Township, Mich., Visteon Corp.  
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive    
supplier that designs, engineers and manufactures innovative
climate, interior, electronic, and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  The company has more than 170
facilities in 24 countries and employs around 50,000 people.

At March 31, 2007, the company's balance sheet showed a
stockholders' deficit of $106 million, compared to a deficit of
$188 million at Dec. 31, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has taken these actions regarding the ratings of
Visteon Corp.: Issuer Default Rating affirmed 'CCC'; Senior
Secured Bank Facility affirmed 'B/RR1'; and Senior unsecured
downgraded to 'CC/RR6' from 'CCC-/RR5'.


VISTEON CORP: Inks Letter Agreement with LB Group and Ford Motor
----------------------------------------------------------------
Visteon Corporation entered into a letter agreement with LB I
Group Inc. and Ford Motor Company.

Under the letter agreement, Visteon have consented to the transfer
by Ford of the warrant to purchase 25 million shares of Visteon
common stock and waived a provision of the Stockholder Agreement,
dated as of October 1, 2005, between Visteon and Ford, that would
have prohibited the transfer.

Visteon said that the Letter Agreement also restricts Lehman's
ability to enter into certain hedging transactions in respect
of the shares underlying the Warrant for the first two years
following such transfer.

In addition, Visteon states that the warrant was modified so that
it will not be exercisable or transferable until May 17, 2009.

Headquartered in Van Buren Township, Mich., Visteon Corp.  
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive    
supplier that designs, engineers and manufactures innovative
climate, interior, electronic, and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  The company has more than 170
facilities in 24 countries and employs around 50,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has taken these actions regarding the ratings of
Visteon Corp.: Issuer Default Rating affirmed 'CCC'; Senior
Secured Bank Facility affirmed 'B/RR1'; and Senior unsecured
downgraded to 'CC/RR6' from 'CCC-/RR5'.


WARNER MUSIC: Sweetens GBP2.1 Billion EMI Bid with Break-Up Fee
---------------------------------------------------------------
Warner Music Group has sweetened its bid to acquire EMI Group Plc
by offering to pay a break-up fee of between GBP50 million and
GBP100 million in case the European Commission blocks its planned
takeover of the UK music group, Dominic White writes for The
Telegraph.

On March 2, 2007, EMI rejected Warner Music's GBP2.1 billion non-
binding takeover bid, saying that the price of 260 pence per share
in cash for EMI is inadequate.  According to Mr. White of The
Telegraph, EMI also cited concerns that Warner had not offered to
take any of the regulatory risk in relation to the takeover.

Warner Music, The Telegraph says, indicated to EMI that the break-
up fee would not add to its latest bid but would only be applied
if the deal is blocked.  Warner adds that it is not ready to make
an unconditional offer for EMI as it could potentially struggle to
find a buyer for the latter's recorded music assets, The Telegraph
relates.

Warner Music has begun due diligence after gaining access to EMI's
books last week, Emiko Terazono and Andrew Edgecliffe-Johnson of
The Financial Times report.  Warner Music joins other potential
bidders in the fray, which include U.S. private-equity firm One
Equity, Fortress and Cerberus, published reports say.  The Wall
Street Journal disclosed early this month that One Equity has
approached EMI on a takeover that would value the firm at about
GBP3 billion.  

EMI has set a May 23 deadline for parties to submit an offer, in
time with the company's release of its full-year results.

Warner Music could naturally be the home for EMI as the combined
companies battle against a shrinking CD market and rampant online
piracy, The Telegraph adds.

However, a private equity deal could be completed quicker than a
Warner Music tie-up because of the absence of regulatory risks,
Reuters relates.

                             About EMI

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

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--    
is a music company that operates through numerous international
affiliates and licensees in more than 50 countries.  Warner Music
maintains international operations in Argentina, Australia,
Brazil, Canada, Croatia, Denmark, France, Germany, Greece, Hong
Kong, Hungary, India, Ireland, Malaysia, Mexico, Thailand, and the
United Kingdom, among others.

                          *     *     *

In February 2007, Standard & Poor's Ratings Services placed its
ratings on Warner Music Group Corp., including the 'BB-'
corporate credit rating, on CreditWatch with negative
implications, following the company's statement that it is
exploring a possible merger agreement with EMI Group PLC
(BB-/Watch Neg/B), which EMI management has confirmed.

Warner Music Group Corp. carries Fitch Ratings' BB- issuer
default rating assigned in May 2006.


WERNER LADDER: Wants June 16 Set as Administrative Claims Bar Date
------------------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to establish June 16, 2007, at 4:00 p.m. (Pacific
Time), as the final date and time by which all persons and
entities holding or wishing to assert a claim that:

   (i) may have arisen, accrued or otherwise become due
       and payable during the Petition Date through and including
       the Closing Date of the Sale;

  (ii) is allowable as an Administrative Expense Claim under
       Section 503(b) of the Bankruptcy Code; and

(iii) is entitled to first priority under Section 507(a)(1) must
       file a request for allowance of the Administrative Expense
       Claim.

Previously, the Court approved the sale of substantially all of
the Debtors' assets to New Werner Holding Co. (DE), LLC, and other
entities for $265,000,000 pursuant to their Asset Purchase
Agreement.

The Debtors and Newco anticipated closing the Sale by May 17,
2007.  Upon consummation of the Sale, the Debtors will no longer
conduct any business operations.

In connection with the Debtors' intention to file and prosecute a
Chapter 11 plan in the near future, it is essential for them to
ascertain the full nature, extent, and scope of all
administrative expense claims to be asserted against them and
their estates so that they can accurately determine distributions
and the amounts required to be reserved by the terms of that
plan, says Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware.

Although the Debtors believe that most Administrative Expense
Claims were paid in the ordinary course of business or have been
assumed by Newco, certain Administrative Expense Claims may
remain or exist that the Debtors are unaware, Mr. Brady tells the
Court.

Under the proposed Administrative Bar Date Order, these claims
will be exempted from the Administrative Bar Date:

   (a) Administrative Expense Claims of the DIP Agent, the DIP
       Lender, the Prepetition Agents and the Prepetition Secured
       Lenders;

   (b) Administrative Expense Claims of any professional
       retained and employed by the Debtors or the Official
       Committee of Unsecured Creditors relating to professional
       services performed and expenses incurred on and after the
       Petition Date;

   (c) any claim of current employee of the Debtors who becomes
       an employee of Newco for payroll, bonus, commission pay,
       vacation pay and holiday pay;

   (d) any claim against the Debtors relating to trade
       obligations that arose in the ordinary course of the   
       Debtors' business on or after the Petition Date;

   (e) any claim of the Debtors' customers who are listed on the
       schedules of the Asset Purchase Agreement arising from
       the sale of products in the ordinary course of business
       pursuant to product warranties, product guarantees,
       product returns, customer programs and rebates;

   (f) any claim that otherwise is an Assumed Liability of
       Newco;

   (g) any Administrative Expense Claims that have been paid by
       the Debtors in the ordinary course of business, which
       have been satisfied or that can no longer be asserted;

   (h) any claim that has been allowed by stipulation or a Court
       order, or proof of which has been filed with the Court;
       and

   (i) fees payable to the United States Trustee pursuant to
       28 U.S.C. Section 1930.

The Debtors seek that all Administrative Expense Claim payment
requests will be deemed timely filed only if actually received by
Kurtzman Carson Consultants, LLC, on or before the Administrative
Bar Date.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, the Debtors propose that any Administrative Expense
Claimant who fails to file a request on or before the Bar Date
will:

   -- be forever barred, estopped, and enjoined from
      asserting a Claim against the Debtors, and the Debtors and
      their properties will be forever discharged from any and
      all indebtedness with respect to those Claims; and

   -- not be permitted to participate in any distribution in the
      Debtors' Chapter 11 cases on account of the Administrative
      Expense Claim, or to receive further notices regarding
      that Claim.

Moreover, the Debtors want that copies of the Bar Date Notice
will be sent by U.S. mail, first-class postage prepaid to:

   * the United States Trustee;

   * the Official Committee of Unsecured Creditors;

   * counsel to the Agent under the First Lien Credit Agreement,
     dated June 11, 2003;

   * counsel to the Ad Hoc Committee of Second Lien Lenders
     under the Credit Agreement, dated May 10, 2005;

   * the DIP Lenders' counsel;

   * all parties that have filed a notice of appearance in the
     Debtors' Chapter 11 cases pursuant to Rule 2002 of the
     Federal Rules of Bankruptcy Procedure; and

   * all known potential holders of Administrative Expense
     Claims.

The Debtors intend to publish the Bar Date Notice once in the
national edition of USA Today at least 25 days before the
Administrative Bar Date.

Mr. Brady states that the proposed Administrative Bar Date will
give all Claimants ample notice and opportunity to file Claim
payment requests.

               Illinois Revenue Department Objects

Representing the state of Illinois, Department of Revenue, Lisa
Madigan, Esq., Illinois Attorney General, states that since the
enactment of Bankruptcy Abuse Prevention and Consumer Protection
Act of 2005, the Bankruptcy Code now explicitly exempts tax
claims entitled to administrative expense priority from the
effect of any administrative claims bar date.

Ms. Madigan explains that Section 503(b)(a)(D) provides, in part,
that governmental unit will not be required to file a request for
payment of an expense as a condition for it to have an allowed
administrative expense.

To the extent that the Debtors' proposed Administrative Bar Date
Order acts to bar, estop and enjoin a taxing authority from
asserting administrative tax claims, or that order discharges the
Debtors and their property from those tax claims, that order
violates Section 503(b)(1)(D), Ms. Madigan maintains.

Accordingly, the Illinois Revenue Department asks Judge Carey to
deny the Debtors' Motion unless it includes an exception for
administrative tax claims.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors' exclusive period to file a plan expires on June 20,
2007.


WERNER LADDER: Asks June 30 Exclusive Plan Filing Period Extension
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
April 25, 2007, the sale of substantially all of the assets of
Werner Holding Co. (DE) Inc. and its debtor-affiliates to New
Werner Holding Co. (DE) LLC and certain other entities for
approximately $265,000,000.

In addition, the Court concurrently approved a stipulation
negotiated by the Official Committee of Unsecured Creditors with
a subset of lenders under the First Lien Credit Facility,
including BDCM Opportunity Fund II L.P., BDC Finance L.L.C.,
and Brencourt BD LLC and an investor group consisting of
lenders under the Second Lien Credit Facility.

Pursuant to the Sale Stipulation, the parties agreed to support a
Chapter 11 plan that is consistent with the terms of the
contract.  The Stipulation also contemplates a limited extension
of the Debtors' exclusive period to file their Chapter 11 plan
through May 29, 2007.

Moreover, the Sale Stipulation provides that if the Debtors do
not (i) file a plan within May 29, or (ii) effectuate that plan
within August 3, 2007, the Committee is to be granted co-
exclusivity with the Debtors.

Currently, the Debtors and the Creditors Committee are working
together to prepare a joint Chapter 11 plan and disclosure
statement, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, tells the Court.

Since the latest exclusivity extension request was filed, Mr.
Brady relates, the Debtors led an exhaustive marketing and
negotiation process to sell substantially all of their assets,
which the Court has approved.

Mr. Brady states that the complexity of the Sale process and the
protracted negotiations with the Black Diamond Group and the
Second Lien Investors consumed much of the Debtors' energy and
resources, leaving little or no time for them to focus on a
Chapter 11 plan.

In this regard, the Debtors ask the Honorable Kevin J. Carey to
further extend their exclusive periods to file a plan of
reorganization until June 30, 2007, and to solicit acceptances of
that plan until August 1, 2007.

Should they fail to file a Chapter 11 plan on or before May 29,
the Debtors ask Judge Carey to grant the Committee co-exclusivity
with respect to the Exclusive Filing Period from May 30 through
June 30, 2007, and with respect to the Exclusive Solicitation
Period from July 17 through August 1, 2007.

The Debtors want the requested extension to be without prejudice
to their rights to seek further extensions of the Exclusive
Periods or other appropriate relief.

Mr. Brady asserts that if the Court denies the Motion, any party-
in-interest would be free to propose a Chapter 11 plan for each
of the Debtors, which would foster a chaotic environment with no
central focus.

Moreover, Mr. Brady says, denial of the proposed extension at
this critical juncture would, in effect, unravel all of the
negotiating that occurred throughout the Sale process.

Mr. Brady assures Judge Carey that the requested extension will
not prejudice the creditors' legitimate interests because the
Debtors continue to make timely payment on all of their
undisputed postpetition obligations as they become due.

The Court will convene a hearing on June 20, 2007, at 2:30 p.m.,
to consider the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' Exclusive Periods is automatically extended through the
conclusion of that hearing.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--  
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors' exclusive period to file a plan expires on June 20,
2007.


WHITE MOUNTAINS: Unit to Sell 250,000 Fixed/Floating Pref. Shares
-----------------------------------------------------------------
White Mountains Insurance Group Ltd.'s wholly owned subsidiary,
White Mountains Re Group Ltd., has entered into an agreement to
sell 250,000 fixed/floating perpetual non-cumulative preference
shares, liquidation preference $1,000 per share in an offering
exempt from the registration requirements of the Securities Act of
1933, as amended.

The Preference Shares are perpetual securities with no fixed
maturity date that will pay a fixed semi-annual dividend at an
annual rate of 7.506% until June 30, 2017 if declared by the
board of White Mountains Re.  After such date, the Preference
Shares will pay quarterly dividends at a floating annual rate
equal to the greater of the three-month LIBOR plus 3.200% or
7.506% if declared by the board of White Mountains Re.  Dividends
on the Preference Shares are non- cumulative.
    
The offering is expected to close on May 24, 2007, and will result
in net proceeds, after deducting commissions and estimated
offering expenses, of approximately $246 million to White
Mountains Re.  White Mountains Re intends to use the net proceeds
from the offering of the Preference Shares to further capitalize
its reinsurance subsidiaries, including its Bermuda platform, and
for general corporate purposes.
    
The Preference Shares will be sold only to qualified institutional
buyers in reliance on Rule 144A and outside the United States to
non-U.S. persons in reliance on Regulation S. The Preference
Shares have not and will not be registered under the Securities
Act, and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

White Mountains Re Group Ltd. -- http://www.wtmre.com/-- is a  
Bermuda holding company whose operating companies offer capacity
for most property, casualty, accident & health, marine, and
aviation exposures.
                          *     *     *

On May 18, 2007, Standard & Poor's Ratings Services assigned its
'BB' preference stock rating to White Mountains Re Group Ltd.'s
proposed $250 million noncumulative perpetual preference share
issuance.  The issue qualifies for the Intermediate Equity-Strong
category.

At the same time, Moody's Investors Service assigned a Ba2 rating
to White Mountains Re Group, Ltd's proposed $250 million Perpetual
Non-Cumulative Preference Shares.


WILLIAMS COS: Sells Power Assets to Bear Energy for $512 Million
----------------------------------------------------------------
Williams Companies has entered into a definitive agreement to sell
substantially all of its power assets, which encompasses Williams'
7,500-megawatt portfolio of power contracts and certain other
assets, to Bear Energy LP, a unit of The Bear Stearns Companies
Inc. for $512 million.  The closing of the transaction is expected
within the next six months.

Under the agreement, the amount will be reduced by net portfolio
cash flows from the April 1 valuation date through the closing
date.  Williams expects the transaction proceeds will be offset by
income taxes, resolution of retained liabilities, costs associated
with the transaction and near-term cash-collateral postings.

Williams will continue to market natural gas well as manage
relevant transportation and storage in direct support of its
Exploration & Production and Midstream businesses.
    
The company expects to divest its remaining power assets this year
as part of its exit from the power business.  Williams' current
valuation of those assets is approximately $50 million.
    
This significant step toward exiting the power business is
consistent with Williams' ongoing strategy to focus its investment
capital and growth efforts on its core natural gas businesses -
Exploration & Production, Midstream and Gas Pipeline.  Williams'
business strategy for Power has been centered around reducing
business risk.
   
"The company's exit from the power business is a natural step
forward in Williams' strategy to further increase shareholder
value by focusing on and growing its core natural gas businesses,"
Steve Malcolm, chairman, president and chief executive officer,
said.  "The company expects one of the chief benefits this sale
will produce for Williams is lower-cost capital.  That, in turn,
drives its market valuation and continued ability to pursue value-
creating opportunities."
    
"The company is proud of all the employees who have worked so hard
to serve customers and maximize the value of these assets even
during periods of incredibly difficult market conditions,"
Mr. Malcolm said.
    
The key contributors to the favorable capital environment Williams
expects as a result of its exit from power include:
    
   -- reduced business and financial risk;
    
   -- reduced complexity, in 2006, Power's total segment revenues
      of more than $7 billion yielded a $211 million segment loss,
      which translated into $85 million in segment profit after
      eliminating the effects of mark-to-market accounting;

   -- greater focus of all resources on the company's core
      businesses, in 2006, Williams' natural gas businesses
      produced $1.7 billion of segment profit on approximately
      $7 billion of total segment revenue before intercompany
      eliminations;
    
   -- greater clarity and simplification in the company's
      financial reporting because the mark-to-market accounting
      associated with the power portfolio will be eliminated;
   
   -- sharply reduced volatility in mark-to-market results;

   -- reduced future liquidity needs, primarily as a result of the
      elimination of cash-collateral and letters of credit used by
      Williams' power-trading activities and also because of the
      company's better credit profile;
   
   -- improved credit profile for Williams since sale of the
      long-term power contracts will eliminate approximately
      $2.4 billion of imputed debt and related interest associated
      with approximately $400 million in annual demand
      obligations; and
    
   -- reduced cost of capital, both for Williams and Williams
      Partners L.P. debt and equity.
    
Williams expects the absence of Power's results to reduce its
recurring earnings adjusted to eliminate mark-to-market effects,
somewhat offsetting the benefits of its exit from the business.
    
The company expects the overall gain or loss associated with its
exit from the power business to be nominal, based on portfolio
values on April 1.  Non- cash mark-to-market gains or losses
through the closing date may affect the overall gain or loss, but
the economic results will be unaffected.
    
The transaction with Bear Energy LP is subject to the completion
of standard closing conditions and certain governmental approvals.
Williams will provide certain transition services through year-
end.
    
Williams expects later this year to report the power business
covered by the exit plan as discontinued operations. Also,
consistent with accounting standards, Williams prospectively
ceased application of hedge accounting earlier this month for
certain derivative contracts associated with its power assets.
    
Merrill Lynch & Co. is acting as financial adviser to Williams in
the sale of its power assets.  Lehman Brothers and Citibank also
have acted as advisers to the company.

                        About Bear Energy LP

Headquartered in Houston, Texas, Bear Energy LP --
http://www.bearenrgy.com/-- is a unit of The Bear Stearns  
Companies Inc. (NYSE: BSC) that brings together strong credit and
access to capital with industry-leading expertise in the areas  
customers value most: physical power, natural gas, coal and
emissions, asset management services, risk management and
structured products, all to help the company's clients achieve
their operational and financial goals.
    
                      About Williams Companies
    
Headquartered in Tulsa, Oklahoma, Williams Companies (NYSE: WMB) -
- http://www.williams.com/--, through its subsidiaries, finds,  
produces, gathers, processes and transports natural gas.  
Williams' operations are concentrated in the Pacific Northwest,
Rocky Mountains, Gulf Coast, Southern California and Eastern
Seaboard.

                          *     *     *

Moody's Investors Service's assigned 'Ba2' on Williams Companies'
long-term corporate family rating and probability of default
ratings.

Standard and Poor's rated the company's long-term foreign and
local issuer credit at 'BB+'.

Fitch rated Williams long-term issuer default at 'BB+'.  The
outlook is positive.


XILINX INC: S&P Cuts Rating on $900 Million Jr. Debentures to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services ratings services affirmed its
'BBB-' corporate credit rating on Xilinx Inc.  The outlook is
stable.  At the same time, Standard & Poor's lowered its rating on
the company's $900 million junior subordinated convertible
debentures to 'BB' from 'BB+'.
      
"The action is based on review of final documents on the
debentures, which included optional deferral of interest payments
under certain circumstances," said Standard & Poor's credit
analyst Bruce Hyman.  This equity feature is favorable to the
corporate credit rating, but is reflected in the issue being rated
two notches below the corporate credit rating: one notch for
subordination and one notch for payment deferral risk.
     
The ratings on Xilinx continue to reflect the company's leading
50% share of the programmable logic device semiconductor market,
good cash-flow generating capability through the business cycle,
and a diversified base of customers and end markets.  The PLD
market niche is relatively protected, with high barriers to entry
that include proprietary software development tools, strong
manufacturing relationships, sophisticated design and process
technology, and extensive relationships with engineering
university training programs.  These partly are offset by intense
competition in the PLD marketplace, as well as competitive
pressures from adjacent technologies.
     
Sales in the March 2007 quarter were $444 million, down 2%
sequentially, reflecting declines in defense, wireless, and
consumer applications, while the effect of consolidation in the
wired communications market appears to be abating.  Revenues for
the fiscal year ended March 31, 2007, were $1.84 billion, up 7%
from 2006.  The company's EBITDA margin is about 25%, reflecting
the company's sustained good position in its industry.  Debt
leverage is moderate, about 2x EBITDA for the fiscal year ended
March 31, 2007.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital       
  Company               Ticker  ($MM)          ($MM)     ($MM)  
  -------               ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         117       (4)
AFC Enterprises         AFCE        (31)         163        7
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (6)         677       49
Bare Escentuals         BARE       (189)         184       91
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Calpine Corp            CPNLQ    (7,348)      18,594   (3,055)
Carrols Restaurant      TAST        (26)         453      (31)
Cell Therapeutic        CTIC       (102)         102       30
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm-A          CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271       42
Crown Holdings I        CCK        (225)       6,582      310
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Dayton Superior         DSUP       (106)         312       79
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (37)          37       16
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (119)         703      (42)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       41
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix  Pharmaceutical    EPIX        (32)         125       75
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (396)         565       24
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       28
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMAX        (33)         243       84
IMAX Corp               IMX         (33)         243       84
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Interstate Bakeries     IBCIQ      (293)       1,147     (423)
Ista Pharmaceuticals    ISTA        (15)          48       18
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Lodgenet Entertainment  LNET        (54)         274        8
Maxxam Inc              MXM        (212)       1,010       28
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
New World Restaurant    NWRG        (75)         133       (8)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180      121
ON Semiconductor        ONNN       (138)       1,441      309
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (79)         131        2
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Riviera Holdings        RIV         (28)         221       13
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (93)         298       38
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (417)       1,655      187
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      972
Westmoreland Coal       WLB        (121)         761      (67)
WR Grace & Co.          GRA        (467)       3,628      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA         (6)          70       28
YTB International       YTBL         (2)          29      (13)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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