TCR_Public/070524.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 24, 2007, Vol. 11, No. 122

                             Headlines

ABCLO 2007-1: S&P Rates $11.75 Million Class D Notes at BB
ADAPTEC INC: S&P Withdraws Ratings at Company's Request
AJAY SPORTS: Court Okays Disclosure Statement on an Interim Basis
AMEREX GROUP: Sartain Fischbein Raises Going Concern Doubt
ADVANCED FLEET WASH: Case Summary & 49 Largest Unsecured Creditors

AMERICREDIT PRIME: S&P Rates 2007-1 Class E Notes at BB
AMERIPATH INC: Earns $219,000 in First Quarter Ended March 31
AMF BOWLING: Earns $19.7 Million in Third Quarter Ended April 1
AMWINS GROUP: To Acquire American Equity Through Recapitalization
ANDREW ROBINSON: Case Summary & Largest Unsecured Creditor

ANTHONY TOZZI: Case Summary & 10 Largest Unsecured Creditors
AQUILA INC: Agrees to Merge With Great Plains Energy
ASARCO LLC: Court Extends Lease Decision Period to November 15
AUDIOVOX CORPORATION: Earns $2.9 Million in Year Ended February 28
BCE INC: Cerberus & Canadian Investors Enters Privatization Talks

CHINA AOXING: Posts $1,384,772 Net Loss in Quarter Ended March 31
CINRAM INTERNATIONAL: First Qtr. 2007 Earnings Down to $7.2 Mil.
CIT CLO: S&P Rates $25 Million Class E Floating-Rate Notes at BB
CITADEL BROADCASTING: Expects ABC Radio Merger to Close on May 31
CITIGROUP: Moody's Cuts Rating on Four Loan Classes to Low-B

CLEAN HARBORS: S&P Lifts Ratings on $80 Million Loans to BB+
CLECO CORP: Sells its Calpine Bankruptcy Claims to JP Morgan Chase
CLECO EVANGELINE: Moody's May Lift Ba2 Rating After Review
COLLINS & AIKMAN: Plan Confirmation Hearing Adjourned to June 5
COLLINS & AIKMAN: Sues Former CEO David Stockman

COMMERCIAL MORTGAGE: S&P Cuts Rating on Class H Certificates to B
COMPUCOM SYSTEMS: Moody's Affirms B2 Corporate Family Rating
COMPUCOM SYSTEMS: S&P Rates Proposed $150MM PIK Toggle Notes at B-
CRESCENT REAL: Morgan Stanley to Buy Crescent for $22.8 Per Share
CTI FOODS: Moody's Junks Rating on Proposed $35 Mil. Term Loan

CTI FOODS: S&P Puts Low-B Ratings on Proposed $210 Mil. Financing
CYBER DEFENSE: Hansen, Barnett Raises Going Concern Doubt
DAIMLERCHRYSLER: Cerberus Adds Chrysler to Form Giant Auto Biz
DOMTAR CORPORATION: Further Delays Filing of Quarterly Report
DOMTAR CORP: Discloses Preliminary 2007 First Quarter Results

DUNE ENERGY: Completes Repayment of $94.3 Million Loan Obligations
DUNE ENERGY: Inks $20 Million Credit Agreement with Lenders
DUNE ENERGY: Sells $300 Mil. Senior Secured Notes to Jefferies
EARTH BIOFUELS: Losses Spur Auditor's Going Concern Doubt Opinion
EARTHFIRST TECHNOLOGIES: Aidman, Piser Raises Going Concern Doubt

EMI GROUP: March 31 Balance Sheet Upside-Down by GBP1.1 Billion
EMI GROUP: Maltby Cash Offer Cues S&P to Cut Ratings to B+
ENTERPRISE PRODUCTS: Fitch Rates $700-Million Hybrid Notes at BB+
ENTERPRISE PRODUCTS: S&P Rates Proposed $700 Mil. Jr. Notes at BB
FEDERAL-MOGUL: Anderson Memorial Has Until May 31 to Vote on Plan

FONIX CORPORATION: March 31 Balance Sheet Upside-Down by $53 Mil.
FORMICA BERMUDA: $700MM Fletcher Deal Cues S&P's Developing Watch
FORMICA CORP: Fletcher Building to Buy Company for $700 Million
FREMONT GENERAL: Fitch Revises Watch to "Evolving" on iStar Deal
FREMONT GENERAL: Sale Announcements Cue S&P's Developing Watch

FREMONT HOME: S&P Junks Rating on Series 2006-B Class SL-M9 Notes
G-FORCE 2005: Fitch Affirms Low B Ratings on $77.4-Million Certs.
GENESCO INC: Intends to Shut Down 57 Underperforming Urban Stores
GEORGE BOLLING: Case Summary & Two Largest Unsecured Creditors
GOODYEAR TIRE: Closes Common Stock Offering; Earns $834 Million

GREY WOLF: Shareholders Approve Capital Stock Increase
GS MORTGAGE: S&P Rates $533.9 Million Class L Certificates at BB+
GSV INC: Accumulated Deficit Stands at $38,713,500 as of March 31
HANCOCK FABRICS: Asks Court to Set Bar Date for Filing of Claims
HANCOCK FABRICS: Seeks $17,500,000 DIP Financing from Ableco

HAYES LEMMERZ: Rights Offering Expires, 3.2 Mil. Shares to be Paid
HOLLINGER INC: Lord Black Used "Trump" Card at 2003 Meeting
HOLLISTON MILLS: Case Summary & 20 Largest Unsecured Creditors
HUB INTERNATIONAL: Moody's Assigns B3 Corporate Family Rating
INDYMAC BANK: Moody's Rates Series A Preferred Stock at Ba1

INFOR GLOBAL: Agrees to Acquire Hansen Information Technologies
INFOR GLOBAL: Expects to Acquire Workbrain for $227MM by June 2007
INFORMATION ARCHITECTS: Has $3,574,203 Equity Deficit at Dec. 31
INTEGRATED MEDIA: Silberstein Raises Going Concern Doubt
IOOF HOME: Case Summary & 19 Largest Unsecured Creditors

JAMES SGRO: Voluntary Chapter 11 Case Summary
LIFEPOINT HOSPITALS: Prices $500 Mil. of Convertible Senior Notes
LIFEPOINT HOSPITALS: Fitch Rates Proposed $500-Million Notes at B
LNR CDO: Fitch Lifts Rating on $43,478,000 Class J to BB from B
LONG BEACH: Moody's May Downgrade B1 Rating After Review

M. FABRIKANT: Gets Court Nod to Sell Assets for $51.5 Million
MEDIRECT LATINO: March 31 Balance Sheet Upside-Down by $2,756,803
MERRILL LYNCH: S&P Lowers Rating on Class B-4 Certs. to B from BB
MERRILL LYNCH: Fitch Cuts Ratings on $44.4-Million Certificates
METRO ONE: Inks Deal to Issue & Buy Stock in a Private Transaction

MGM MIRAGE: Elects Kenny C. Guinn to Board of Directors
MGM MIRAGE: Forms Committee to Review Bellagio & CityCenter Buyout
MGM MIRAGE: Fitch Puts Ratings on WatchNeg. After Kerkorian News
MGM MIRAGE: Tracinda's Plan Cues S&P's Negative Watch
MIDWEST GENERATION: Debt Repayment Cues Fitch to Withdraw Ratings

MISSION ENERGY: Fitch Affirms, Withdraws Rating on $800MM Notes
NETWOLVES CORP: Files for Chapter 11 Protection in Florida
NEW CENTURY: Selects PricewaterhouseCoopers as Accountants
NEW CENTURY: Creditors Committee Turns to FTI for Financial Advice
NEW CENTURY: Panel Balks at Reinstatement of Hartford Surety Bonds

NORTEK INC: Weak Earnings Cue S&P's Negative Outlook
NORTHSTAR CBO: Inadequate Collateral Cues S&P to Cut Rating to D
NORTHWESTERN CORP: MPSC Says No to Babcock & Brown Buyout
NORTHWESTERN CORP: Babcock & Brown May Contest MPSC Rejection
NOTIFY TECHNOLOGY: March 31 Balance Sheet Upside-Down by $807,691

OUR LADY OF MERCY: Hires Neubert Pepe as Ombudsman Counsel
PACER INT'L: S&P Withdraws BB Credit Rating at Company's Request
PACIFIC LUMBER: Bankruptcy Court Sets July 17 Claims Bar Date
PARMALAT SPA: Permanent Injunction Hearing Adjourned to June 21
PAYLESS SHOESOURCE: To Buy Stride Rite for $800 Million in Cash

PHILLIP PAK: Case Summary & 11 Largest Unsecured Creditors
PRO-BUILD HOLDINGS: Weak Performance Cues S&P to Cut Rating to B+
REMINGTON ARMS: Gets Requisite Consent from 10-1/2% Noteholders
RG AMERICA: Whitley Penn Raises Going Concern Doubt
RODERICK MCGAVOCK: Case Summary & 3 Largest Unsecured Creditors

SATURN CLO: S&P Assigns BB Rating on $20 Million Class D Notes
SAXON ASSET: Moody's Junks Rating on Class B Certificate
SCOTTISH RE: EVP Hugh McCormick to Return to Private Practice
SECURED DIVERSIFIED: Kabani & Company Raises Going Concern Doubt
SECURITIZED ASSET: S&P Holds Neg. Watch on 2006-WM1 Class B-4 Loan

SEVEN BROAD: Case Summary & Two Largest Unsecured Creditors
SOLUTIA INC: PR on Plan Misled Shareholders, Judge Beatty Says
SOLUTIA INC: Court OKs Sale of Dequest to Thermphos for $67 Mil.
SOUTH COAST I: S&P Withdraws BB- Rating at Manager's Request
SOUTH COAST II: S&P Withdraws BB Rating on Class B Notes

SPEAKING ROSES: Tanner LC Raises Going Concern Doubt
STRUCTURED ASSET: Fitch Pares Ratings on 31 Mortgage Certificates
TOWER AUTOMOTIVE: Wants Court Nod on Kemper Settlement Pact
TOWER RECORDS: Wants Solicitation Period Extended Until August 31
TRADITIONS AT RORIPAUGH: Case Summary & 5 Largest Unsec. Creditors

UGS CAPITAL: Moody's Withdraws Ratings After Siemens Acquisition
ULTITEK LTD: Meyler & Company Raises Going Concern Doubt
UNIVERSAL HOSPITAL: Prices $460 Million of Senior Secured Notes
US INVESTIGATIONS: To Be Acquired by Providence Equity for $1.5BB
VALENTEC SYSTEMS: Webb & Company Raises Going Concern Doubt

WARNER MUSIC: S&P Retains Negative Watch after EMI-Terra Deal
WELLSFORD REAL: Advisory Services Recommend Merger With Reis Inc.
WEST VIRGINIA HOSPITAL: S&P Cuts Rating on $5.2MM Bonds to BB-
WILLIAMS COS: S&P Puts Certificates' BB+ Ratings on Positive Watch
WM BOLTHOUSE: Weak Performance Cues S&P to Cut Rating to B

W.R. GRACE: Wants Asbestos-Related Lawsuits Against BNSF Halted
ZUFFA LLC: Moody's Assigns Ba3 Corporate Family Rating
ZUFFA LLC: S&P Rates Proposed $300MM Sr. Credit Facilities at BB

* FTI Consulting Opens London-based Restructuring Advisory Office
* Robert Warshauer Joins Kroll Zolfo's New York Office

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

                             *********

ABCLO 2007-1: S&P Rates $11.75 Million Class D Notes at BB
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ABCLO 2007-1 Ltd./ ABCLO 2007-1 Corp.'s $323 million
floating-rate notes due 2021.
     
The preliminary ratings are based on information as of May 22,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

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

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

     -- The collateral manager's experience; and

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.
   
   
                   Preliminary Ratings Assigned
                ABCLO 2007-1 Ltd./ABCLO 2007-1 Corp.
   
             Class                 Rating        Amount
             -----                 ------        ------
             A-1a                  AAA        $245,000,000
             A-1b                  AAA         $26,500,000
             A-2                   AA           $9,000,000
             B                     A           $18,250,000
             C                     BBB         $12,500,000
             D                     BB          $11,750,000
             Subordinated notes    NR          $27,000,000

                           *NR - Not rated.


ADAPTEC INC: S&P Withdraws Ratings at Company's Request
-------------------------------------------------------
Standard & Poor's Rating Services withdrew its ratings on
Milpitas, California-based Adaptec Inc., including the B/Stable/--
corporate credit rating.  "The ratings were withdrawn at the
company's request," said Standard & Poor's credit analyst
Lucy Patricola.


AJAY SPORTS: Court Okays Disclosure Statement on an Interim Basis
-----------------------------------------------------------------
The Honorable Phillip J. Shefferly of the United States Bankruptcy
Court for the Eastern District of Michigan approved, on an interim
basis, Ajay Sports Inc. and its debtor-affiliates' Disclosure
Statement explaining their Chapter 11 Plan of Reorganization.

The Court will convene a hearing on June 29, 2007, 11:00 a.m.,
at 211 West Fort Street, Room 1975 in Detroit, Miami, to consider
final approval of the Debtors' Disclosure Statement and
confirmation of the Plan.

As reported in the Troubled Company Reporter on May 2, 2007,
the Debtors told the Court that they will sell all their assets
and distribute the net proceeds to their creditors in accordance
with the Plan.  The Debtors said that any sale of the assets will
be free of any claims, liens or interests.

                        Treatment of Claims

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

Secured Claim of Comerica Bank will be paid in full in cash from
the proceeds of sale of the Debtors' assets.

Claims of Unsecured Creditors will receive a pro rata distribution
of their claims after Comerica's claims have been paid.

Holder of Equity Interest will not receive any distribution and
will be cancelled on the effective date of the Plan.

A full-text copy of Ajay Sports' Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=070501223336  

Headquartered in Farmington, Mich., Ajay Sports Inc. operates
the franchise segment of its business through Pro Golf
International, a 97% owned subsidiary, which was formed during
1999 and owns 100% of the outstanding stock of  Pro Golf of
America, and 80% of the stock of ProGolf.com, which sells golf
equipment and other golf-related and sporting goods products and
services over the Internet.  

The company and its affiliates filed for chapter 11 protection on
Dec. 27, 2006 (Bankr. E.D. Mich. Case Nos. 06-529289 through 06-
529292).  Richard F. Fellrath, Esq., at Fitzgerald & Dakmak,
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they estimated assets less than $10,000 and debts
between $1 million to $100 million.


AMEREX GROUP: Sartain Fischbein Raises Going Concern Doubt
----------------------------------------------------------
Sartain Fischbein & Co., of Tulsa, Okla., expressed substantial
doubt about Amerex Group Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm noted that
the company has experienced cash flow difficulties, and is in
default on its note agreements, which causes the balances to
become due on demand.  Sartain Fischbein added that the company
does not currently have alternate sources of capital sufficient to
meet such demands, if made.

The company posted a net loss of $5,218,444 on revenues of
$7,726,099 for the year ended Dec. 31, 2006, as compared with a
net loss of $903,944 on revenues of $230,503 for the period
started May 2, 2005, and ended Dec. 31, 2005.

For the year ended Dec. 31, 2006, the company's operating losses
increased to $1,634,002 from $368,353 for the period started
May 2, 2005, and ended Dec. 31, 2005.  Losses from continuing
operations also increased to $5,182,513 for the year ended
Dec. 31, 2006, from $903,944 for the period started May 2, 2005,
and ended Dec. 31, 2005.

At Dec. 31, 2006, the company's balance sheet showed $9,475,473 in
total assets and $12,838,806 in total liabilities, resulting in a
stockholders' deficit of $3,363,333.  The company also had a
negative working capital in its Dec. 31, 2006 balance sheet with
$4,205,738 total current assets and $12,838,806 in total current
liabilities.

                             Default

On Nov. 21, 2005, the company entered into a financing arrangement
with CAMOFI Master LDC, an affiliate of Centrecourt Asset
Management LLC, which agreement was amended on Feb. 23, 2006.  The
company defaulted on its obligation to timely file a registration
statement for the shares underlying the note and warrant and
CAMOFI Master LDC agreed to waive all penalties through Oct. 30,
2006, for a five-year warrant to purchase 984,000 shares of their
common stock at an exercise price of $0.01 per share.  For the
period subsequent to Oct. 30, 2006, through Dec. 31, 2006, the
company has accrued for $207,400 in liquidation damages under the
agreement.  The company also failed to provide CAMOFI with
periodic financial reports required under the agreement, which
failure has been waived to date without penalty.

On Sept. 2, 2005, the company issued a one-year promissory note
for $450,000, with 8% interest, to Professional Traders Fund LLC
(PTF) in consideration for $450,000.  The company defaulted on the
timely issuance of the shares and currently negotiating with PTF
for a reduction or waiver of penalties.  If the company does not
able to reach an agreement, they will be subject to a monthly
penalty of $3,650 until the registration statement of which this
prospectus is a part becomes effective.

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

                        About Amerex Group

N.Y.-based Amerex Group Inc. -- http://www.amerexgroup.com/--  
makes outerwear for men, women, and children.  Founded in 1946, it
has licensing agreements with brands such as Jones New York,
London Fog, OshKosh, and Mudd.  Amerex also sells outerwear under
its own labels (Static and Weather Tamer) and sports-oriented
outdoor wear through subsidiary Gerry (Bombshell and Mambosok).  
Amerex sells to department stores and mass merchandisers in the US
and Canada.  Chairman and President Ira Ganger grew from 50% owner
to 100% when he bought out retiring partner Fred Chvetz in early
2006.


ADVANCED FLEET WASH: Case Summary & 49 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Advanced Fleet Wash, L.L.C.
             2122 Glenn Street
             Lansing, MI 48906

Bankruptcy Case No.: 07-03714

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Glenn Road Properties, L.C.                07-03715
      Bill Barr, Inc.                            07-03716

Chapter 11 Petition Date: May 21, 2007

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtors' Counsel: Kevin B. Schumacher, Esq.
                  Glassen Rhead McLean Campbell & Schumacher
                  533 South Grand Avenue
                  Lansing, MI 48933
                  Tel: (517) 482-3800

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
Advanced Fleet Wash, L.L.C.             Unstated   $100,000 to
                                                   $1 Million

Glenn Road Properties, L.C.             Unstated   $1 Million to
                                                   $100 Million

Bill Bar, Inc.                          Unstated   $100,000 to
                                                   $1 Million


A. Advanced Fleet Wash, LLC's 18 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Bill Barr, Inc.                                        $234,390
P.O. Box 1204
East Lansing, MI 48826

Advanced Dust Control                                  $181,467
P.O. Box 917
East Lansing, MI 48826

Fraser Law Firm                                        $114,022
Attention: Kirby Albright
124 West Allegan, Suite 1000
East Lansing, MI 48933

Barbara Domagalski                                      $95,000

Paul Domagalski                                         $54,886

Dyer Well Drilling &                                    $15,894
Service, Inc.

Myers Plumbing & Heating,                               $15,393
Inc.

Westmatic Canada                                        $15,000

McIntyre Soft Water                                      $6,431
Services

Vaughn Industries, Inc.                                  $4,951

Hydro-Chem Systems, Inc.                                 $4,874

Advanced Industrial                                      $4,840
Concepts

American Asphalt, Inc.                                   $3,500

Contractors Landscape                                    $3,200

D.B.I. Business Interiors                                $2,705

Michigan Supply                                          $2,638

Cathey Co.                                               $2,257

Twig's Welding, L.L.C.                                   $2,186

B. Glenn Road Properties, LC's XX Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Bill Barr, Inc.                                        $199,636
P.O. Box 1204
East Lansing, MI 48826

C. Bill Bar, Inc's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Stevens Construction, Inc.                             $550,000
1835 Epley Road
Williamston, MI 48895

Eiseler Oil Company                                    $114,748
15714 South U.S. 27
Lansing, MI 48905-1488

Usher Oil Co.                                           $30,050
9000 Roselawn Avenue
Detroit, MI 48204

David Chapman Agency                                    $29,981

Allmerica Financial                                     $21,735

Lasalle Bank Commercial                                 $20,000
Card Services

Centurian Insurance Agency                              $19,351

S.Q.S., Inc.                                            $13,699

Bill Begole Co.                                         $10,961

Strata Environmental                                    $10,361
Services

Pharmacare Group Sales                                  $10,066

Group Association Admin                                  $9,481
Services

Glynn Enterprises                                        $7,134

Calic                                                    $6,410

Advanced Industrial Concepts,                            $6,189
Inc.

Peerless Environmental                                   $5,190
Services, Inc.

Capitol Barricading, Inc.                                $5,025

Granger Container Services,                              $4,517
Inc.

Central Michigan Tank                                    $4,020
Rental

Fibertec Environmental                                   $3,815
Services


AMERICREDIT PRIME: S&P Rates 2007-1 Class E Notes at BB
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to AmeriCredit Prime Automobile Receivables Trust 2007-1's
$1 billion automobile receivables-backed notes series 2007-1.
     
The preliminary ratings are based on information as of May 22,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The pool, which has a 709 weighted average FICO score and
        comprises prime and nearprime loans. Bay View Acceptance
        Corp. originates approximately 68% of the loans and
        AmeriCredit Financial Services Inc. 32%;

     -- The credit enhancement; and

     -- The sound legal structure.
   
   
                  Preliminary Ratings Assigned
       AmeriCredit Prime Automobile Receivables Trust 2007-1
   
                Class         Rating       Amount*
                -----         ------       ------
                 A-1           A-1+     $155,000,000
                 A-2           AAA      $320,000,000
                 A-3           AAA      $210,000,000
                 A-4           AAA      $186,800,000
                 B             AA        $35,190,000
                 C             A         $32,680,000
                 D             BBB+      $35,190,000
                 E**           BB        $25,140,000
                 
* The actual size of these tranches will be determined on the
  pricing date.

** Class E notes are privately placed.


AMERIPATH INC: Earns $219,000 in First Quarter Ended March 31
-------------------------------------------------------------
Ameripath Inc. recorded a net income for the three months ended
March 31, 2007, of $219,000, as compared with net loss of
$2.1 million for the three months ended March 31, 2006.

Net revenues increased by $29.8 million, or 17.5%, to
$200.7 million for the three months ended March 31, 2007, from
$170.9 million for the three months ended March 31, 2006.  This
increase consisted primarily of revenues of acquired practices of
$15.9 million and through growth of our same store practices of
$13.9 million.  Same store net revenues increased $13.9 million or
8.1% to $184.8 million for the three months ended March 31, 2007,
from $170.9 million for the three months ended March 31, 2006.

As of March 31, 2007, the company had total assets of $1.4 billion
and total liabilities of $807.3 million, resulting in a total
stockholders' equity of $629.9 million.

                  Liquidity and Capital Resources

At March 31, 2007, the company had working capital of about
$113.1 million, an increase of $15.4 million from working capital
of $97.7 million at Dec. 31, 2006.  Increased accounts receivable
due to increased net revenues was the primary reason for the
increase in working capital for the three months ended March 31,
2007.

Net cash used in operating activities was $9.6 million for the
three months ended March 31, 2007, and net cash provided by
operating activities of $394,000 for the three months ended
March 31, 2006.  The decrease in cash provided by operations from
the three months ended March 31, 2007, to the three months ended
March 31, 2006, was primarily caused by an increase in net
accounts receivable due to increased net revenues.  Net cash used
in investing activities decreased $171 million from $185.1 million
for the three months ended March 31, 2006, to $14.1 for the three
months ended March 31, 2007.  Net cash provided by financing
activities decreased $165.9 million from $189.4 million for the
three months ended March 31, 2006 to $23.5 million for the three
months ended March 31, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1fc1

                       New Credit Facility

On Feb. 12, 2007, the New Credit Facility was amended, among other
things, to allow Intermediate Holdings to issue senior unsecured
floating rate PIK toggle Notes in an initial principal amount of
$125 million.  Intermediate Holdings is a newly formed direct
subsidiary of AmeriPath Holdings and now direct parent of
AmeriPath.  On Feb. 12, 2007, Intermediate Holdings issued the
aforementioned Notes.  About $21 million was deposited into the
company in a form of dividend prior to March 31, 2007.

                         About Ameripath

Ameripath Inc. is a national provider of physician-based
pathology, dermatopathology and molecular diagnostic services to
physicians, hospitals, clinical laboratories and surgery centers.  
A team of sub-specialized pathologists and Ph.D. scientists
provide medical expertise, diagnostic quality, and personal
consultation services.  AmeriPath's team of more than 400 highly
trained, board-certified pathologists provide medical diagnostics
services in outpatient laboratories owned, operated and managed by
Ameripath, as well as in hospitals and ambulatory surgical
centers.

Specialty Laboratories supports local pathology and community-
based medicine by partnering with pathologists and hospitals to
improve patient care and reduce episodes-of-care costs.  Specialty
offers hospitals an extensive menu of highly advanced clinical
tests used by physicians to diagnose, monitor and treat disease
and a single-source solution for esoteric testing needs.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 18, 2007,
Moody's Investors Service placed the ratings of Quest Diagnostics
Incorporated under review for possible downgrade (Baa2 senior
unsecured debt rating).  The rating action follows the
announcement that Quest has signed a definitive agreement to
acquire AmeriPath in an all cash transaction valued at
approximately $2 billion, including the assumption of
approximately $770 million in AmeriPath debt (B2 Corporate Family
Rating).

Concurrently, Moody's placed the ratings of AmeriPath under review
for possible upgrade.  Moody's expects the deal to close by the
end of the second quarter of 2007 and is subject to shareholder
and regulatory approval.


AMF BOWLING: Earns $19.7 Million in Third Quarter Ended April 1
---------------------------------------------------------------
AMF Bowling Worldwide Inc. recorded consolidated operating revenue
of $151.7 million in the 2007 Third Quarter, an increase of
$3.9 million, or 2.6%, compared with the 2006 Third Quarter.  The
increase is primarily due to increased Centers revenue.

Net income for the 2007 Third Quarter totaled $19.7 million as
compared with $15.8 million in the 2006 Third Quarter primarily
due to increased bowling revenue and the expense variations
discussed above.  In the 2007 Third Quarter, our losses from our
investment in the joint venture were $600,000 lower as compared to
2006 Third Quarter.  Additionally, interest expense was $700,000
lower in Third Quarter 2007 as compared to Third Quarter 2006.

                         2007 Nine Months

Consolidated operating revenue was $382.3 million in the 2007 Nine
Months, a decrease of $15.2 million, or 3.8%, compared with the
2006 Nine Months.  A decrease of $32.1 million is attributable to
Products no longer being fully consolidated during the 2007 Nine
Months and offset by an increase of $16 million in Centers
revenue.

Net income loss for the 2007 Nine Months totaled $3.2 million
compared with a net loss of $181,000 for the 2006 Nine Months.
During the 2007 Nine Months, bowling revenue increased from the
2006 Nine Months by $16 million partially offset by $5.3 million
higher bowling center operating expenses.  In the 2007 Nine
Months, the company recorded an impairment charge of $4.6 million
related to its investment in the Joint Venture.  Additionally, the
company recorded a $1.9 million loss on the extinguishment of debt
related to the voluntary $30 million term loan payment, recognized
an additional benefit of $700,000 in 2007 Nine Months to correct
an error in calculating insurance liabilities in prior years and
recorded additional depreciation expense of $2 million.

                            Liquidity

Cash and cash equivalents as of April 1, 2007, were $57.5 million.  
As of April 1, 2007, the company had $47.2 million in principal
outstanding under its Credit Agreement.  No borrowings were
outstanding under the Revolver as of the end of the 2007 Nine
Months and outstanding standby letters of credit issued under the
Revolver totaled $17.9 million, leaving $22.1 million available
for additional borrowings or letters of credit.

As of April 1, 2007, working capital was $5.6 million, as compared
with working capital of $16 million at July 2, 2006.  This change
was primarily attributable to the use of cash for a voluntary
$30 million payment on the Term Loan during 2007 Second Quarter.

As of April 1, 2007, the company recorded total assets of
$335.5 million, total liabilities of $251.5 million, and total
stockholders' equity of $83.9 million.  Accumulated deficit as of
April 1, 2007, stood at $42.3 million.

A full-text copy of the company's third quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fc9

                        About AMF Bowling

AMF Bowling Worldwide 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 located in the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
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 recovery of
principal in the event of a payment default.  


AMWINS GROUP: To Acquire American Equity Through Recapitalization
-----------------------------------------------------------------
AmWINS Group Inc. has agreed in principle to acquire The American
Equity Underwriters Inc.

AmWINS intends to complete a recapitalization during the second
quarter of 2007 in order to finance the acquisition of AEU and pay
out a partial return of capital in the form of dividends to its
shareholders.

"Bringing AEU into the AmWINS family makes tremendous sense to
us," said M. Steven DeCarlo, AmWINS Chief Executive Officer.  
"They are one of the largest underwriters of USL&H coverage in the
country and have a broad client base across 30 states.  AEU's
product expertise and commitment to customer service have gained
them significant clout in the industry and exceptional customer
retention.  We see strong opportunities to broaden their
distribution while at the same time introducing new capabilities
to our existing retail customers."

Mike Lapeyrouse, AEU's President and Chief Executive Officer,
said, "Teaming up with AmWINS is a natural fit for us, our
customers and our employees.  Their decentralized operating
strategy means there will be virtually no change to our existing
operations.  Through access to AmWINS' national distribution
channel and extensive product expertise, we will be able to
provide our clients with a greater assortment of insurance
products and services to satisfy their insurance needs.  We are
excited about this transaction and look forward to becoming a part
of AmWINS Group."

                        Recapitalization

All of the outstanding shares of the company's common stock are
owned by American Wholesale Insurance Holding Company, LLC.

Until the recapitalization, private equity funds managed by
Pegasus Investors, L.P. owned a majority of the outstanding equity
of AmWINS Holdings, and the company's management and employees
owned substantially all of the remaining equity of AmWINS
Holdings.  On Oct. 27, 2005, Parthenon acquired a controlling
interest in AmWINS Holdings in a series of recapitalization
transactions.  In connection with the recapitalization:

   * the company repaid in full all amounts outstanding under the
     prior credit facilities with the proceeds from a new first
     lien credit facility and second lien credit facility with
     aggregate principal amounts of $123 million and $48 million,
     respectively;

   * AmWINS Holdings redeemed a portion of its outstanding equity
     in exchange for shares of the company's common stock, and the
     company then redeemed these shares for approximately $32.6
     million with existing cash resources and a portion of the
     proceeds from the company's new credit facilities;
  
   * Parthenon acquired a majority equity interest in AmWINS
     Holdings from a group consisting of Pegasus and other equity
     holders who elected to exercise their "tag-along" right to
     participate in the sale, as permitted under AmWINS Holdings'
     operating agreement;

  
   * Parthenon acquired an additional equity interest in AmWINS
     Holdings for approximately $11.6 million, and AmWINS Holdings
     used that cash to acquire additional equity in the company;
     and

   * all members of the company's senior management team and a
     substantial majority of  other employees who owned an
     interest in AmWINS Holdings agreed to retain their interests
     in AmWINS Holdings as opposed to exercising their tag-along
     right to participate in the sale to Parthenon.

Immediately following the recapitalization, Parthenon owned
approximately 70% of the outstanding equity of Holdings, and
members of the company's senior management and our employees owned
substantially all of the remaining 30% of our outstanding equity.

To account for the recapitalization, the company has applied push-
down accounting, as required by SAB No. 54 and EITF D-97.  Under
the requirements of SAB No. 54, the company increased the fair
value of its net assets by approximately $84.1 million, or $76.5
million after tax, at Oct. 27, 2005.  The company's basis of
accounting following the recapitalization differs from that prior
to the recapitalization, which affects the comparability of the
company's financial data.  Therefore, its financial information
for periods prior to the recapitalization is not directly
comparable to the financial information for periods following the
recapitalization.

In connection with the recapitalization, the company entered into
an advisory services agreement with PCap, L.P., an affiliate of
Parthenon Capital.  Under this agreement, PCap received a
transaction fee of $2,407,500 plus fees and expenses incurred in
connection with the closing of the recapitalization.  PCap is also
entitled to an annual management fee of approximately $800,000 and
transaction fees in connection with each acquisition, divestiture,
financing, refinancing, merger, recapitalization or other similar
transaction by AmWINS or its affiliates in an amount equal to
0.75% of the aggregate gross value of the transaction.

To date, the company has not been required to pay PCap any of
these additional transaction fees.  It has agreed in principle to
amend the advisory services agreement with PCap such that PCap
will receive a fee of the lesser of $2,000,000 or 2% of the
aggregate gross proceeds to AmWINS from this offering.  This fee
is included in the company's offering costs.  Approximately 60% of
this fee is payable upon completion of this offering, with the
remainder payable at the end of 2007.

The company have also agreed in principle to pay PCap a director
services fee of $50,000 per quarter so long as a Parthenon-
affiliated director serves on the company's board, subject to a
maximum fee of $400,000.  The company is required to reimburse
PCap for its out-of-pocket expenses in connection with the
provision of services under the advisory services agreement.  The
agreement, as proposed to be amended, will terminate as a result
of this offering, subject to its obligation to pay the amounts
payable prior to termination and the director services fee.

In connection with the recapitalization, the company entered into
a registration agreement with AmWINS Holdings and Parthenon.
Pursuant to the terms of the agreement, the holders of a majority
of the shares owned by AmWINS Holdings and Parthenon may from time
to time request us to register all or any portion of their shares
of the company's common stock for sale under the Securities Act.
Parthenon and AmWINS Holdings may also participate and sell all or
any portion of their shares of the company's common stock in any
registered offering that it initiates under the Securities Act,
subject to certain exceptions.

In connection with these offerings, the company has agreed to pay
all fees and expenses of the offering (excluding underwriting
discounts and commissions attributable to shares sold by Parthenon
or AmWINS Holdings), including the fees and expenses of one
counsel retained by AmWINS Holdings and Parthenon.

                             About AEU

Headquartered in Mobile, Alabama, American Equity Underwriters --
http://www.amequity.com/-- is one of the largest underwriters of  
USL&H in the country.  AEU is a national provider of insurance
programs for maritime employers with a special expertise in United
States Longshore and Harbor Workers Compensation (USL&H)
insurance. Through its subsidiary AEU Management, Ltd., AEU
manages American Longshore Mutual Association, Ltd. (ALMA), a
mutual insurance association based in Bermuda that is licensed by
the United States Department of Labor to provide USL&H coverage to
its members.  The company is licensed in all states and serves as
the program manager for Bermuda-based American Longshore Mutual
Association, Ltd.

                        About AmWINS Group

Headquartered in Charlotte, North Carolina, AmWINS Group Inc. --
http://www.amwins.com/-- is a wholesale distributor of specialty  
insurance products dedicated to serving retail agents throughout
the United States by providing property and casualty, group life
and health, and program administration services.  The company
operates through more than 35 offices across the United States and
handles premium placements in excess of $2.8 billion dollars
annually, ranking as the country's largest wholesale insurance
broker by Business Insurance magazine.

                          *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on AmWINS Group to 'B-' from 'B' as a result of the
company's proposed $435 million refinancing.  At the same time,
Standard & Poor's lowered its senior secured debt rating to 'B-'
from 'B' on AmWINS's first-lien term loan and its subordinated
debt rating to 'CCC' from 'CCC+' on the company's second-lien term
loan.
     
Standard & Poor's also assigned its 'B-' senior secured debt
rating to AmWINS's proposed $335 million senior credit facility,
which consists of a six-year $285 million first-lien term loan and
a five-year $50 million revolving credit line, and assigned its
'CCC' subordinated debt rating to the company's proposed seven-
year $100 million second-lien term loan.  The outlook on all
ratings is stable.


ANDREW ROBINSON: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Andrew Robinson, Jr.
        P.O. Box 442185
        Fort Washington, MD 20749

Bankruptcy Case No.: 07-14482

Chapter 11 Petition Date: May 17, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Tommy Andrews, Jr., Esq.
                  122 North Alfred Street
                  Alexandria, VA 22314
                  Tel: (703) 838-9004

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
D.C. Parking                     collection 04             $205
1333 15th                        Washington, D.C.
Washington, D.C. 20005           Parking B


ANTHONY TOZZI: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Anthony M. Tozzi
        295 South Parkway
        Clifton, NJ 07014

Bankruptcy Case No.: 07-16598

Chapter 11 Petition Date: May 10, 2007

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Harvey I. Marcus, Esq.
                  Park 80 West Plaza Two, Suite 200
                  Saddle Brook, NJ 07663
                  Tel: (201) 384-2200
                  Fax: (201) 384-9221

Total Assets: $2,351,918

Total Debts:  $2,088,465

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Fia Csna                                                $17,113
P.O. Box 17054
Wilmington, DE 19884-0001

Discover Fin                                            $14,969
P.O. Box 15316
Wilmington, DE 19850-5316

Citibank U.S.A.                                          $6,501
P.O. Box 6003
Hagerstown, MD 21747-6003

Nationwide Recovery              telephone bill          $1,914

Nationwide Credit Systems        medical bill            $1,550

P.M.I. of Union City, L.L.C.                               $849

Accounts Receivable Mg.                                    $500

Superior Management                                        $402

Aaa Credit Service                                         $328

653 Van Houten Avenue, L.L.C.                              $100


AQUILA INC: Agrees to Merge With Great Plains Energy
----------------------------------------------------
The boards of directors of Aquila Inc. and Great Plains Energy
Incorporated have approved the acquisition of Aquila by Great
Plains Energy following the sale of certain Aquila assets to Black
Hills Corporation.

The companies announced the proposed merger of Aquila and a
subsidiary of Great Plains Energy earlier this year.  Upon
completion of the merger, Aquila will be a wholly owned subsidiary
of Great Plains Energy.

                          Merger Details

Great Plains Energy will acquire all of the outstanding shares of
Aquila and, as a result, Great Plains will own Aquila's two
Missouri electric utility operations -- Missouri Public Service
and St. Joseph Light & Power -- and remaining merchant operations,
which consist primarily of the 340-megawatt Crossroads power
generating facility and residual natural gas contracts.

After Aquila completes the transactions, it will be held as a
wholly owned subsidiary of Great Plains Energy, and as a sister
subsidiary to Kansas City Power & Light, Great Plains's existing
operating utility company.  In addition, as a result of the
merger, the stockholders of Aquila will become stockholders of
Great Plains Energy.

In the merger, each Aquila stockholder will receive $1.80 in cash,
funded primarily by the Asset Sale to Black Hills, and 0.0856 of a
share of Great Plains Energy common stock for each of their Aquila
shares.  The 0.0856 of a share of Great Plains common stock that
Great Plains will exchange for each share of Aquila common stock
is fixed and will not be adjusted based upon changes in the value
of Aquila common stock or Great Plains Energy common stock.

As a result, Aquila stockholders will not know the exact value of
the shares of Great Plains Energy common stock they will receive
in the merger for each share of Aquila common stock before the
merger is completed.  Until the parties complete the merger, this
value will fluctuate with the market price of Great Plains's
common stock.  Aquila expects that, upon completion of the merger,
the stockholders of Aquila and Great Plains Energy will own
approximately 27% and 73%, respectively, of the combined company's
outstanding common stock on a fully-diluted basis.

                      Reasons for the Merger

Great Plains's board of directors considered a variety of factors
before unanimously voting to enter into the merger.  Great Plains
believes that the merger represents a focused regional acquisition
and attractive strategic growth opportunity, which is anticipated
to deliver significant value to our shareholders, employees and
customers.  The key factors that supported the Great Plains
board's decision included:

   * expanded regulated electric utility business;

   * adjacent regulated electric utility territories;

   * the financial analyses, formal opinions and other advice
     presented to Great Plains Energy's board of directors by
     Credit Suisse Securities (USA) LLC and Sagent Advisors Inc.;

   * increased Aquila financial strength and flexibility;

   * significant cost savings and synergies;

   * improved reliability and customer service; and

   * disposition of non-strategic gas operations.

                     About Great Plains Energy

Based in Kansas City, Missouri, Great Plains Energy Inc. --
http://www.greatplainsenergy.com/-- is a public utility holding  
company and does not own or operate any significant assets other
than the stock of its subsidiaries.  Its subsidiaries include
KCP&L, a regulated electric utility that engages in the
generation, transmission, distribution and sale of electricity,
KLT Inc., an intermediate holding company that primarily holds
indirect interests in Strategic Energy, LLC, Innovative Energy
Consultants Inc., an intermediate holding company that holds an
indirect interest in Strategic Energy, and Great Plains Energy
Services Incorporated, which provides services at cost to Great
Plains Energy and its subsidiaries, including consolidated KCP&L.

                       About Aquila Inc.

Headquartered in Kansas City, Missouri, Aquila Inc. --
http://www.aquila.com/-- is an integrated electric and natural  
gas utility.  Aquila began as Missouri Public Service Company in
1917 and reincorporated in Delaware as UtiliCorp United Inc. in
1985.  In March 2002, UtiliCorp United Inc. changed its name to
Aquila, Inc.  Aquila's business is organized into three business
segments: Electric Utilities, Gas Utilities and Merchant Services.
Substantially all of Aquila's revenues are generated by Aquila's
Electric and Gas Utilities.

                          *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Aquila Inc. to 'B+' from 'B'.  The rating remains on
CreditWatch with positive implications pending requisite approvals
for the sale of 100% of Aquila's common stock to Great Plains
Energy Inc.

The upgrade follows Aquila's announcement that it will repurchase
another $344 million in outstanding debt by June 15, 2007,
bringing total adjusted debt reduction to about $1.1 billion since
year-end 2005.

Great Plains Energy's preferred stock carries Moody's Investors
Service's Ba1 rating.


ASARCO LLC: Court Extends Lease Decision Period to November 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended, until Nov. 15, 2007, the period wherein ASARCO LLC and
its debtor-affiliates can decide whether to assume or reject their
non-residential real property leases.

As reported in the Troubled Company Reporter on May 3, 2007,
representatives of the San Xavier District of the Tohon O'odham
Nation, the Bureau of Land Management and Bureau of Indian Affairs
of the U.S. Department of the Interior and ASARCO LLC had made
significant progress in negotiating the terms of a definitive
agreement, as of March 22, 2007.

The parties, however, still have not reached a final agreement.

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--  
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


AUDIOVOX CORPORATION: Earns $2.9 Million in Year Ended February 28
------------------------------------------------------------------
Audiovox Corporation disclosed results for its fiscal 2007 fourth
quarter and year-ended Feb. 28, 2007.  It changed its fiscal year
from November 30 to February 28.  Annual results for the fiscal
2007 period will be compared to the quarters ended May 31,
Aug. 31, and Nov. 30, 2005 and Feb. 28, 2006, respectively.  
Additionally, fiscal 2007 fourth quarter results will be compared
to the prior year period ended Feb. 28, 2006, which was the
company's fiscal 2006 transition period.

The company reported net sales for fiscal 2007 of $456.7 million,
a decrease of 13.3% compared to $526.8 million reported in the
comparable prior year period.  Net income from continuing
operations for the fiscal 2007 period was $3.7 million, as
compared to a net loss from continuing operations of $5.8 million
in the comparable prior year-period.  Including discontinued
operations, the company reported net income of $2.9 million in
fiscal 2007, as compared to a net loss of $8.2 million in the
comparable 2006 period.

As of Feb. 28, 2007, the company had $156.3 million in cash and
short-term investments and during the fiscal 2007 period,
repurchased 305,100 shares of its Class A common stock.

The company's balance sheet as of Feb. 28, 2007, showed total
assets of $495.8 million, total liabilities of $91.4 million, and
total stockholders' equity of $404.4 million.

                  Liquidity and Sources of Capital

As of Feb. 28, 2007, the company had working capital of
$302.6 million, which includes cash and short-term investments of
$156.3 million, as compared with working capital of $343.1 million
at Feb. 28, 2006, which included cash and short-term investments
of $177.1 million.  Operating activities provided cash of
$43.4 million for the year ended Feb. 28, 2007.  Investing
activities used cash of $40.9 million and financing activities
used $3.4 million during the year ended Feb. 28, 2007.

As of Feb. 28, 2007, the company has a domestic credit line to
fund the temporary short-term working capital needs of the
company.  This line expires on Aug. 31, 2007, and allows aggregate
borrowings of up to $25 million at an interest rate of Prime plus
1%.  In addition, Audiovox Germany has a 16 million Euro accounts
receivable factoring arrangement and a 6 million Euro Asset-Based
Lending credit facility and a $1 million Venezuela credit
facility.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?1fc7

                   2007 Fourth Quarter Results

The company reported net sales for the fiscal 2007 fourth quarter
of $96.1 million, a decrease of 6.7% compared to $103.1 million
reported in the comparable prior year quarter.  Net loss from
continuing operations for the fiscal 2007 fourth quarter was
$305,000.  This compares to net income from continuing operations
of $367,000 in the comparable prior year period.  Including
discontinued operations, the company reported net loss of $485,000
for the fiscal 2007 fourth quarter, as compared with a net income
of $183,000 in the comparable 2006 period.

Patrick Lavelle, president and chief executive officer of Audiovox
stated, "This past year was a transition year in which we set out
to realign our organization on all fronts.  We went from a loss in
2005 to modest profits in 2006 and believe the company is in a
much better position to improve overall profitability than we were
last year.  With the addition of the accessory business, most
notably, the RCA brand worldwide, we now have an accessories group
that should post sales of approximately $200 million and at higher
gross margins than our traditional business lines.  I'm also
pleased to report that the assimilation of the acquisition assets,
from the product lines, warehouses, systems and personnel into our
own operations went very well.  There are many efficiencies we
expect to realize from this acquisition and with significant
financial resources at our disposal, it is our intent to continue
to seek acquisitions to fuel growth, lead to operating profits and
most importantly, generate value for our shareholders."

                          About Audiovox

Audiovox Corp. (Nasdaq: VOXX) -- http://www.audiovox.com/-- is an  
international supplier and value added service provider in the
consumer electronics industry.  The company conducts its business
through subsidiaries and markets mobile and consumer electronics
products both domestically and internationally under several of
its own brands.  It also functions as an original equipment
manufacturer supplier to a wide variety of customers, through
several distinct distribution channels.

                          *     *     *

Audiovox Corp. carries Moody's Investors Service's B1 Corporate
Family rating.


BCE INC: Cerberus & Canadian Investors Enters Privatization Talks
-----------------------------------------------------------------
The Strategic Oversight Committee of the Board of Directors of BCE
Inc. disclosed that another group is entering into discussions to
explore the possibility of taking the Company private and that
members of the group have signed non-disclosure and standstill
agreements with BCE on a non-exclusive basis.  The consortium
includes Cerberus Capital Management, L.P. and a group of Canadian
investors.

The company had previously disclosed its intention to review all
strategic alternatives with a view to further enhance shareholder
value.  The review is currently expected to be completed in the
third quarter of 2007.

No assurances can be provided that any offer, if made, by any
bidding group, now formed or to be formed in the future, will be
accepted by the Board of Directors or that this review of
alternatives will result in any specific action being taken by the
company.

Headquartered in Montreal, Canada, Bell Canada International Inc.
(TSX, NYSE: BCE) (NEX:BI.H) -- http://www.bci.ca/-- provides a  
suite of communication services to residential and business
customers in Canada.  Under the Bell brand, the company's services
include local, long distance and wireless phone services, high-
speed and wireless Internet access, IP-broadband services,
information and communications technology services and direct-to-
home satellite and VDSL television services.  Other BCE businesses
include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations
and systems management.

The company is operating under a Plan of Arrangement approved by
the Ontario Superior Court of Justice, pursuant to which BCI
intends to monetize its assets in an orderly fashion and resolve
outstanding claims against it in an expeditious manner with the
ultimate objective of distributing the net proceeds to its
shareholders and dissolving the company.


CHINA AOXING: Posts $1,384,772 Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
China Aoxing Pharmaceutical Co. Inc. reported a net loss of
$1,384,772 on $561,959 of revenues for the third quarter ended
March 31, 2007, compared with a net loss of $304,667 on zero
revenues for the same period a year ago.

During the three months ended March 31, 2007, the company reported
product revenues of $561,959 from the sales of Naloxone
Hydrochloride injectable and Shuanghuanglian Capsules, about 62%
higher than the sales of $345,907 in the previous quarter.

The company's largest expense during the quarter ended March 31,
2007, was general and administrative expenses in the amount of
$640,053.  The increase from the $78,312 in general and
administration expense incurred in the quarter ended March 31,
2006, was primarily attributable to the fact that Hebei Aoxing is
now introducing its products to the market, and has ramped up its
staffing for that purpose.

The company also incurred $519,915 in amortization of deferred
interest for the quarter ended March 31, 2007, related to the
financing that was completed in the fall of 2006.  

At March 31, 2007, the company had over $14.5 million in debt,
both long and short-term, that the company incurred to build its  
facilities and develop its product line.

At March 31, 2007, the company's balance sheet showed $30,406,622
in total assets, $15,676,381 in total liabilities, $1,989,000 in
convertible debentures, and $12,741,241 in total stockholders'
equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,859,938 in total current assets
available to pay $11,402,881 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?1fd2

                   Default on Senior Securities

Hebei Aoxing Pharmaceutical Group Inc., the operating subsidiary
of China Aoxing, is in default in its obligation to satisfy a debt
of $3,043,250 that was due to the Bank of China on March 31, 2007.  
The company disclosed that Hebei Aoxing is in active discussions
with the Bank of China regarding the loan, and expects to reach
agreement on refinancing terms before the end of June 30, 2007.

                        Going Concern Doubt

Paritz & Company PA, in Hackensack, N. J., expressed substantial
doubt about China Aoxing Pharmaceutical Co. 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 cited that the company's
current liabilities exceeded its current assets by $5,404,940 and
the company has not earned any revenues from operations since
inception.

Until Hebei Aoxing generates sufficient revenues from operations
or secures capital infusions from investors, the company will have
to depend on loans to fund its ongoing development costs.

                        About China Aoxing

China Aoxing Pharmaceutical Company Inc. (OTC BB: CAXG) -- is a
pharmaceutical company based in China that has developed a
patented manufacturing process for a variety of generic analgesic
drugs, including Oxycodone, Pholcodine, Naloxone, and
Tilidine.


CINRAM INTERNATIONAL: First Qtr. 2007 Earnings Down to $7.2 Mil.
----------------------------------------------------------------
Cinram International Income Fund reported first quarter 2007
revenue of $443.9 million compared with $447.8 million in 2006,
and earnings before interest, taxes and amortization of
$69.6 million compared with $72 million in the first quarter of
2006.  Cash flow from operations increased to $119.4 million in
the first quarter of 2007 from $83.8 million in the comparable
2006 period.  Net earnings for the quarter decreased to
$7.2 million from $8 million or for the first quarter of 2006.

"First quarter DVD unit volumes were in line with our expectations
and were indicative of our customers' healthy release schedules
and the overall strength of the market for DVDs," said Cinram
chief executive officer Dave Rubenstein.  "Cinram's first quarter
DVD unit volumes were up nine per cent over 2006; however, the
positive impact of this increase was offset by lower prices, a
decline in our printing business and lower CD volume during the
period."

In the first quarter, the company generated distributable cash of
$39.9 million and paid distributions of $40.7 million resulting in
a payout ratio of 102%.  However, Cinram's first quarter payout
ratio is not indicative of its annual payout ratio as
distributable cash varies by quarter in line with the seasonal
fluctuations in its business.

"We have made significant strides on the business development
front since the beginning of the year, including the acquisition
of Ditan Corporation," added Mr. Rubenstein.  "We are aggressively
moving forward with our plans to leverage our core competencies
and continue to pursue strategic initiatives that will be
accretive to our unitholders and which will ensure the long-term
growth of our company."

On April 30, 2007, Cinram acquired substantially all of the assets
of Ditan Corporation, the leading third-party interactive software
and games distribution company in the United States, for
$50 million in cash plus additional cash consideration upon the
achievement of certain future performance metrics.  The Ditan
acquisition provides Cinram with a strategic entry point into the
growing video game market as well as the opportunity to take
advantage of a number of synergies in manufacturing and
distribution.

                    Other financial highlights

Gross profit for the quarter ended March 31, 2007, declined six
per cent to $76.5 million from $81.8 million in 2006.  The
favorable gross profit impact of increased DVD units during the
quarter was more than offset by lower DVD pricing, product mix and
a reduction in CD and printing sales.  Amortization expense from
capital assets, which is included in the cost of goods sold,
decreased to $35.3 million from $36.8 million in the first quarter
of 2006.

                   Balance Sheet and Liquidity

Cinram's cash and cash equivalent position increased to
$197.3 million at quarter end from $152.7 million at Dec. 31,
2006.  With debt of $664.6 million, the Fund had a net debt
position of $467.3 million at March 31, 2007, compared with a net
debt position of $522.8 million at the end of 2006.  Cinram's
$150-million revolving line of credit was not used in the first
quarter and currently remains undrawn.  Working capital decreased
to $265.7 million at March 31, 2007, from $282.5 million at
Dec. 31, 2006, as we used funds for capital spending and debt
repayments.  Subsequent to quarter end, the company used
$50 million in cash to finance the acquisition of Ditan
Corporation.

                     Unit Repurchase Program

Cinram received regulatory approval and satisfactory amendments to
the Fund's credit facilities on March 30, 2007, enabling it to
proceed with the Normal Course Issuer Bid that was first announced
on March 5, 2007.  Under the NCIB, Cinram may purchase up to a
total of 5 million units for cancellation through the facilities
of the TSX during the 12-month period starting March 30, 2007.  
The actual number of units, which may be purchased pursuant to the
NCIB and the timing of any such purchases will be determined by
Cinram's management and in accordance with applicable securities
legislation.  To date, Cinram has not made any purchases under the
NCIB as the Fund has been in a blackout period.

                    About Cinram International

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International Income
Fund, provides pre-recorded multimedia products and related
logistics services.  With facilities in North America and Europe,
Cinram International Inc. manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.  The company has
sales offices in Mexico.

                          *    *    *

Cintram International Income Fund carries Moody's B1 long-term
corporate family and bank loan debt rating.  The ratings outlook
is stable.


CIT CLO: S&P Rates $25 Million Class E Floating-Rate Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CIT CLO I Ltd./CIT CLO I LLC's
$467.4 million floating-rate notes.
     
The preliminary ratings are based on information as of May 22,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit support provided to each class of rated notes
        through the subordination of cash flows to the more junior
        classes;

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

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                  Preliminary Ratings Assigned
                  CIT CLO I Ltd./CIT CLO I LLC
   
            Class                 Rating       Amount
            -----                 ------       ------
              A                   AAA       $353,000,000
              B                   AA         $29,000,000
              C                   A          $36,400,000
              D                   BBB        $24,000,000
              E                   BB         $25,000,000
              Preferred shares    NR         $44,800,000
   

                           *NR - Not rated.


CITADEL BROADCASTING: Expects ABC Radio Merger to Close on May 31
-----------------------------------------------------------------
Citadel Broadcasting Corp. expects a merger transaction with The
Walt Disney Company to close by May 31, 2007, the company said in
a regulatory filing with the Securities and Exchange Commission.

On Feb. 6, 2006, Citadel and its wholly owned subsidiary, Alphabet
Acquisition Corp., entered into a merger agreement with Walt
Disney and ABC Radio Holdings Inc.

Under the agreement, Citadel will combine its business with ABC
Radio, which includes 22 radio stations and the ABC Radio Network.

Prior to the merger, Walt Disney will distribute ownership of ABC
Radio to Walt Disney shareholders in a spin-off transaction.

As of Nov. 19, 2006, the transaction was expected to be valued at
approximately $2.6 billion, which was comprised of $1.5 billion in
Citadel common stock to be received by Walt Disney shareholders
and cash to be retained by Walt Disney.

The cash amount represents the proceeds of debt to be incurred by
ABC Radio prior to the spin-off from Walt Disney, which debt is
expected to be refinanced by Citadel at or following the closing.

The amount of the cash to be retained by Walt Disney is expected
to be between $1.1 billion and $1.35 billion depending on the
market price of Citadel's common stock over a measurement period
ending prior to closing.

Immediately after closing of the merger transactions and subject
to adjustments, the holders of Walt Disney common stock are
expected to own approximately 57% of the common stock of the
combined company.

                 About The Walt Disney Company

Headquartered in Burbank, California, The Walt Disney Company --
http://www.disney.go.com/-- through its subsidiaries, operates as  
a diversified entertainment company worldwide, including domestic
broadcast television network and television stations.

Walt Disney also operates facilities in the United States, Disney
Cruise Line, Disneyland Resort Paris, and Hong Kong Disneyland;
and licenses the operations of the Tokyo Disney Resort in Japan.

                  About Citadel Broadcasting

Headquartered in Las Vegas, Nevada, Citadel Broadcasting Corp. --
http://www.citadelbroadcasting.com/-- (NYSE:CDL) is a radio  
broadcaster focused primarily on acquiring, developing and
operating radio stations throughout the United States.  The
company owns and operates 165 FM and 58 AM radio stations in 46
markets located in 24 states across the U.S.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service assigned a Ba3 corporate family rating
to Citadel Broadcasting Corporation with a stable outlook.

The Ba3 rating reflects high pro-forma year-end 2006 debt to
EBITDA leverage of 7.3x, modest free cash flow generation relative
to expected debt levels and the challenges associated with
improving the performance of the ABC Radio business which is being
merged into the company.  

The rating also reflects the inherent cyclicality of the
advertising business, cross media-competition faced by radio for
audience and advertising spending and Moody's belief that radio is
a mature industry with modest growth prospects.

As reported in the Troubled Company Reporter on May 15, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Citadel Broadcasting Corp. with a positive
outlook.

S&P noted Citadel's proposed $2.65 billion senior secured
credit facilities, which proceeds will be used to finance the
acquisition of the ABC Radio Business, refinance Citadel's
existing debt, and issue a special distributution to pre-merger
Citadel shareholders.


CITIGROUP: Moody's Cuts Rating on Four Loan Classes to Low-B
------------------------------------------------------------
Moody's Investors Service upgraded the rating of seven tranches
and confirmed one rating from two Citigroup transactions issued in
2003.  

Additionally, Moody's has downgraded 5 ratings from two other 2003
Citigroup transactions.  Each of these transactions consists
primarily of first-lien, subprime, fixed- and adjustable-rate
mortgage loans.

The collateral backing those tranches being upgraded has
experienced significantly lower rates of delinquency and loss than
what was anticipated at closing.  The transactions with classes
being downgraded have experienced worse than anticipated
collateral performance relative to available enhancement.  Within
the 2003-HE4 transaction specifically, the rapid pace of losses
led to the downgrade of four classes.

Complete rating actions are:

   * Citigroup Home Equity Loan Trust, Series 2003-HE1

     -- Class M-1, upgraded to Aaa, previously Aa2;
     -- Class M-2, upgraded to Aa2, previously A2;
     -- Class M-3, upgraded to A2, previously Baa1.

   * Citigroup Mortgage Loan Trust, Series 2003-HE2

     -- Class M-1, upgraded to Aaa, previously Aa2;
     -- Class M-2, upgraded to Aa1, previously A1;
     -- Class M-3, upgraded to Aa2, previously A2;
     -- Class M-4, upgraded to A1, previously A3;
     -- Class M-5, confirmed at Baa1.

   * Citigroup Mortgage Loan Trust, Series 2003-HE3

     -- Class M-4, downgraded to Ba1, previously Baa3.

   * Citigroup Mortgage Loan Trust, Series 2003-HE4

     -- Class M-4, downgraded to Baa2, previously A3;
     -- Class M-5, downgraded to Ba1, previously Baa1;
     -- Class M-6, downgraded to Ba3, previously Baa2;
     -- Class M-7, downgraded to B2, previously Baa3.


CLEAN HARBORS: S&P Lifts Ratings on $80 Million Loans to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on Clean
Harbors Inc.'s senior secured $50 million synthetic letter of
credit facility and $30 million term loan.  The loan ratings were
raised to 'BB+' from 'BB' and the recovery ratings were revised to
'1' from '2', indicating our expectation that these lenders would
receive full recovery of principal in a payment default.
     
At the same time, S&P revised its recovery rating on the company's
$150 million second-lien senior secured notes (which have $91.5
million remaining) to '4' from '5', indicating S&P's expectation
that these noteholders would receive marginal (25%-50%) recovery
of principal in a payment default.  The rating on the second-lien
senior secured notes remains unchanged at 'B+'.
      
"A reassessment of some of the assumptions used in our valuation
approach prompted these rating changes," said Standard & Poor's
credit analyst Robyn Shapiro.
     
The 'BB+' rating and '1' recovery rating on Clean Harbors'
$70 million revolving credit facility are affirmed.
     
The corporate credit rating on the Norwell, Mass.-based company is
'BB'.  The outlook is stable.
     
The ratings on Clean Harbors reflect an aggressive financial risk
profile, including significant environmental liabilities, a growth
strategy that could limit further improvement of the balance
sheet, and susceptibility to economic cycles.  Partially
offsetting these factors are a leading position in the hazardous
waste management industry and improved financial flexibility
with a favorable debt-maturity schedule.
     
With revenues of about $850 million, Clean Harbors is one of the
largest providers of environmental services and the largest
operator of hazardous waste treatment facilities in North America.


CLECO CORP: Sells its Calpine Bankruptcy Claims to JP Morgan Chase
------------------------------------------------------------------
Cleco Corp. has sold $85 million in bankruptcy claims to JP Morgan
Chase Bank, N.A.  The claims Cleco received were part of its
bankruptcy settlement with Calpine Corp.

The company expects to receive $78.2 million pre-tax from the sale
of the allowed unsecured claims against Calpine Energy Services LP
and Calpine.  The claims were in connection with two long-term
tolling agreements CES held for the output of the 1,160-megawatt
Acadia power plant and Calpine's guaranty of those agreements.

The Acadia plant is owned by Acadia Power Partners LLC, an entity
owned equally by Cleco's Acadia Power Holdings LLC and Calpine
Acadia Holdings LLC.

APH's claims against Calpine and CES were approved at a May 9
bankruptcy court hearing on an overall settlement agreement
between APH and Calpine and its subsidiaries.

"We believe we received good value for our unsecured claims,"
Cleco President and CEO Michael Madison said.  "The proceeds
strengthen our liquidity."

The next step in fulfilling the terms of the settlement is a
bankruptcy auction of Calpine's 50 percent ownership interest in
Acadia.  The bankruptcy auction is expected to be completed by
July.  APH has submitted a stalking horse bid for Calpine's
interest in the plant.

Upon closing of the sale of Calpine's interest in Acadia, a Cleco
subsidiary will assume operations and project management functions
at the plant.

                        About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy services holding      
company that conducts substantially all of its business operations
through its two principal operating business segments, Cleco Power
LLC and Cleco Midstream Resources LLC.

Cleco Power is an integrated electric utility services subsidiary
which also engages in energy management activities.  Cleco
Midstream is a merchant energy subsidiary that owns and operates a
merchant generation station, invests in a joint venture that owns
and operates a merchant generation station, and owns and operates
transmission interconnection facilities.

                          *     *     *
                
As of May 24, 2007, Cleco Corp. carries a Ba2 Preferred Stock
rating which Moody's Investors Service assigned to the company in
March 2003.


CLECO EVANGELINE: Moody's May Lift Ba2 Rating After Review
----------------------------------------------------------
Moody's Investors Service placed the Ba2 rating of the senior
secured bonds of Cleco Evangeline, LLC under review for possible
upgrade.

The review of Evangeline's rating was prompted by the announcement
by Williams Companies Inc. (Ba2 Corporate Family Rating, under
review up) that it has entered into a definitive agreement to sell
substantially all of its power assets and full service power
supply contracts to Bear Energy L.P., a unit of The Bear Stearns
Companies (Issuer Rating A1).  The transaction is expected to
close within the next six months.

The Evangeline power project is located in the southeastern U.S.,
which has market fundamentals that continue to be challenging.  
Fundamental to the rating of Evangeline is the long-term tolling
agreement between Williams Power Company, Inc. and Evangeline that
expires in 2020.  This tolling agreement is the principal source
of cash flow for the Evangeline project. Under the tolling
arrangement, the project receives regular capacity payments, based
upon the plant's average and peak availability levels.  Given the
good historical operating performance of the plant with
availability levels above 95%, Moody's anticipates that Evangeline
will be able to continue to achieve required availability levels
and receive associated capacity payments.

The review of Evangeline will focus on the assumption of the
project's tolling arrangement by Bear Energy and an evaluation of
the guarantee structure.  The review will also assess the new
owner's operating and dispatch plan for the Evangeline plant.

Located in St. Landry, Evangeline Parish, Louisiana, Evangeline is
a 785 MW natural gas fired generating station.  Evangeline is
owned 100% by Cleco Corporation (Baa3 senior unsecured; stable
outlook), an electric utility and energy company headquartered in
Pineville, Louisiana.


COLLINS & AIKMAN: Plan Confirmation Hearing Adjourned to June 5
---------------------------------------------------------------
The Bankruptcy Clerk informs Collins & Aikman Corp. and its
debtor-affiliates and parties-in-interest that the Hon. Steven
Rhodes of the U.S. Bankruptcy Court for the Eastern District of
Michigan has adjourned the hearing to consider the confirmation of
the Debtors' First Amended Joint Plan to June 5, 2007, 9:30 a.m.,
at Courtroom 1825, 211 West Fort Street Building, in Detroit,
Michigan.

As reported in the Troubled Company Reporter on April 23, 2007,
the Court previously adjourned the hearing to May 24.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in     
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  

The Company and its debtor-affiliates filed for chapter 11
protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927).  
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in
its restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total
debts.  

The Debtors' disclosure statement explaining their First
Amended Joint Chapter 11 Plan was approved on Jan. 25, 2007.  
(Collins & Aikman Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COLLINS & AIKMAN: Sues Former CEO David Stockman
------------------------------------------------
Collins & Aikman Corp. and Collins & Aikman Products Co. sued
former chief executive officer David Stockman, and other former
executives and directors before the U.S. District Court for the
District of Delaware for fraudulent misconduct and mismanagement
that led to the company's bankruptcy filing in 2005.

Collins & Aikman also named as defendants Heartland Industrial
Partners L.P., the private equity firm that Mr. Stockman founded,
along with the former CEO, for allegations that they enriched
themselves by charging advisory fees of more than $44,000,000 in
a disastrous acquisition spree.

C&A also charged their former auditors PriceWaterhouseCoopers LLP
and KPMG, LLP, for violations of numerous professional standards
and were "indifferent to numerous red flags warning them of the
massive financial fraud".

Joseph A. Rosenthal, Esq., at Rosenthal, Monhait & Goddess, P.A.,
in Wilmington, Delaware, relates that after taking control of C&A
in early 2001, Heartland directed the company to an acquisition
spree, acquiring various businesses in an effort to cement the
company's position as a Tier 1 supplier to original equipment
manufacturers like as General Motors, Ford, Chrysler and others.  

By the end of 2001, Collins & Aikman had completed three major
acquisitions -- Becker Group L.L.C., Joan Fabrics, Inc.'s Joan
Automotive Fabrics and Textron Automotive Company's trim division
-- dramatically increasing the size of the company.  "This
acquisition spree positioned the [c]ompany for disaster,"
Mr. Rosenthal said.

At the time that Collins & Aikman was aggressively growing its
business, auto parts manufacturers were coming under increasing
competitive threats and adverse business conditions, relates
Mr. Rosenthal.  He adds that the major automakers were
increasingly demanding lower prices and were squeezing the profit
margins of C&A and other car parts manufacturers.  "At the same
time, the prices of raw materials continued to rise, thereby
further squeezing profits.  Adding to and exacerbating these
negative trends, Collins & Aikman was struggling to integrate its
acquisitions into its existing operations."

By early 2002, the negative factors were dramatically depressing
the company's financial results, and the company was increasingly
finding itself locked into long-term contracts with little upside
earnings potential, Mr. Rosenthal relates.  Unfortunately for
C&A, its creditors, shareholders, customers, vendors and
employees, instead of dealing with the issues facing the company
in an open and legal manner, the Defendants, he says, "concealed
the true financial results of operations and condition of the
company, embarking on a fraudulent accounting scheme which
hastened the demise of the company and left it unable to right
itself."

He narrates that from the fourth quarter of 2001 to the time of
the company's bankruptcy filing, the Defendants employed a
variety of fraudulent schemes designed to artificially inflate
the company's reported financial results, avoid triggering debt
covenants and enable Collins & Aikman to borrow additional funds,
thereby deepening its insolvency.

On May 12, 2005, Collins & Aikman filed for bankruptcy protection
under Chapter 11.  Subsequently, C&A determined that the best
course for its creditors and employees would be the sale and
liquidation of all of its businesses.

            "Improper and Manipulative Accounting
               Practices Damage Collins & Aikman"

In connection with Collins & Aikman's acquisition of Joan
Automotive Fabrics in September 2001, Mr. Stockman and former CFO
Michael Stepp led a series of fraudulent "round-trip"
transactions with Joan Fabrics which were designed to enable
Collins & Aikman to improperly increase its reported income and
artificially inflate by at least $14,900,000 in 2001 and 2003.

Between the fourth quarter of 2001 and the first quarter of 2003,
C&A officers negotiated with Elkin B. McCallum, then Chairman of
the Board and CEO of Joan Fabrics for short-term loans totaling
$15,000,000, disguised on C&A's financial statements as a
supplier rebate for past purchases.  Messrs. Stockman and Stepp
repaid the "rebates" through a series of transactions that were
structured so as to obscure the fact that Joan Fabrics was being
repaid.

In addition, Mr. Rosenthal relates, in early 2002, Defendants
caused Collins & Aikman to inflate its earnings by improperly
recognizing rebates in three ways:

   (i) Rebates would be improperly pulled forward, i.e. taken
       before they were earned.  Under this scenario, the company
       and a supplier would agree to price reductions over future
       quarters based on projected purchases.  Defendants pulled
       these rebates forward into the current quarter, and in
       order to hide the fraudulent scheme, they had the supplier
       provide a side letter which stated that the rebate was for
       past purchases when, in fact, it was not;

  (ii) Rebates would be recognized immediately when they were
       contingent on future events, usually additional business,
       which had not yet occurred.  The supplier would provide a
       side letter attributing the rebate to past purchases when
       that was not the case; and

(iii) Some of the improperly recognized rebates involved
       capital expenditures by the company.  Under the scenario,
       the company would purchase some capital equipment and
       would receive a rebate from the seller characterized as a
       rebate for past purchases of spare parts or maintenance.  
       In truth, the company had purchased the equipment or
       maintenance services for above-market, deliberately
       inflated prices and then received back the difference
       between the cost and the true market price as a
       "rebate."  These "rebates" were booked as income in the
       current quarter as opposed to a reduction in the cost
       basis of the equipment or maintenance purchased.

C&A cites these improperly accounted for rebates and the
suppliers who aided and abetted Defendants in their scheme:

                                                 Quarter
  Supplier                      Rebate Amount   Recognized
  ----                          -------------   ----------
  ATC, Inc.                        $123,470       Q4 2002

  The Brown Corp. of America       $900,000       Q3 2002
                                   $500,000       Q2 2003

  Clariant Corporation              $49,000       Q2 2004

  The Dow Chemical Company         $400,000       Q2 2003

  Invista Inc., f/k/a DuPont
  Textiles & Interiors Inc.      $1,200,000       Q2 2003

  Flambeau Corporation             $235,000       Q3 2002
                                 $1,000,000       Q3 2003

  Momentive Performance
  Materials Inc., f/k/a
  GE Advanced Materials          $1,500,000       Q2 2004

  Jackson Plastics, Inc.           $138,750       Q3 2002
                                    $46,250       Q4 2002

  M. Dohmen, U.S.A., Inc.          $150,000       Q2 2004

  Manufacturer's Products Co.      $150,000       Q2 2003

  Pine River Plastics, Inc.         $67,000       Q4 2002

  PPG Industries, Inc.             $500,000       Q2 2002

  Reko International Group, Inc.   $250,000       Q4 2003

  Unifi, Inc.                      $200,000       Q2 2004

Mr. Rosenthal adds that, in 2004, Defendants expanded the rebate
scheme to capital equipment expenditures:

                                                 Quarter
  Supplier                      Rebate Amount   Recognized
  --------                      -------------   ----------
  The Conair Group, Inc.            $38,000       Q4 2004

  Demag Plastics Group           $1,000,000     Q2/Q3 2004
                                    $92,000       Q4 2004
  Milacron Inc., f/k/a
  Cincinnati Milacron Inc.       $1,000,000       Q3 2004

  Krauss Maffei Corp.            EUR165,000       Q4 2004

         "Collins & Aikman Suffers a Liquidity Crisis
         and Avoids Triggering Debt Covenants Through
                Improper Accounting Practices"

By early 2002, Collins & Aikman was struggling under the weight
of money-losing long term contracts, increasing pricing pressures
from OEMs and increasing raw material prices.  To avoid
triggering debt covenants, Mr. Stockman and others acting at his
direction engaged in the accounting schemes which served to
artificially inflate the company's operating results so that the
company could satisfy its debt covenants, Mr. Rosenthal relates.

In August 2004, Collins & Aikman sold $415,000,000 in 12.875%
Senior Subordinated Notes due 2012.  The offering materials used
to sell the notes presented materially false and misleading
financial results for the company as they included financial
results that were artificially inflated due to the accounting
improprieties, Mr. Rosenthal tells the District Court.

During 2002, 2003 and 2004, Defendants caused C&A to file and
disseminate to its shareholders materially false and misleading
Proxy Statements, which failed to disclose that the company was
reporting financial results that were artificially inflated by
the improper accounting practices, Mr. Rosenthal relates.

In January 2005, as the liquidity crisis at Collins & Aikman
worsened, Mr. Stockman and others acting at his direction engaged
in a scheme to defraud General Electric Capital Corporation, in
connection with an agreement whereby GECC factored certain of
C&A's receivables and advanced monies to the Company based on
collateral consisting of a pool of eligible accounts receivable -
referred to as the "borrowing base."  The amount of money that
the company could "borrow" was determined by calculating the
amount of the borrowing base and comparing it to the outstanding
debt owed to GECC.  If the borrowing base amount exceeded the
amount owed to GECC, Collins & Aikman could receive an amount
equal to the difference from GECC.  To avoid alerting GECC that
it was owed by C&A $21,800,000 under the terms of the agreement,
Mr. Stockman and others improperly and fraudulently included tens
of millions of dollars of receivables in the borrowing base that
were not eligible for inclusion, Mr. Rosenthal says.

On March 17, 2005, Collins & Aikman issued a news release
announcing that it was delaying the issuance of its financial
results for fiscal year 2004 while it conducted an internal
review of how it accounted for supplier rebates.  The release
stated that based on an "internal review of vendor rebates" "net
adjustments of approximately $10 - 12 million are required
primarily occurring during fiscal 2004."  The release also
indicated that the company had liquidity of $86,000,000 as of
Dec. 31, 2004.

The representations in the news release about the rebate
accounting, the scope of that problem and the liquidity of the
company were materially false, fraudulent, and misleading when
made, Mr. Rosenthal asserts.  He notes that the, as the
Defendants knew, the rebate accounting issue spanned a period as
far back to late 2001 and covered substantially all of the
rebates that the company had recognized during that time, and the
company had $12,000,000 of liquidity due to restrictions on its
borrowings.

Following the earnings release, Mr. Stockman and others held a
conference call to discuss the company's financial results.  
Mr. Rosenthal relates that during that call, Mr. Stockman
continued to conceal the true scope of the accounting fraud at
the company, concealed the true liquidity of the company and
deliberately misrepresented the predicted future performance of
the company.

In early April 2005, Mr. Stockman and others sought additional
financing for the company from Credit Suisse First Boston
Corporation.  To induce Credit Suisse to lend the company
additional money, Mr. Stockman and others acting at his direction
made numerous materially false and misleading statements to
Credit Suisse concerning the company's liquidity, capital
expenditures and prior and projected financial results.

     C&A Filed "False and Misleading Reports" with the SEC

From the fourth quarter of 2001 to the time that the company
filed for bankruptcy protection, Defendants caused C&A to file
false and misleading quarterly and annual reports with the
Securities and Exchange Commission and to issue materially false
and misleading statements to investors concerning the company's
financial performance, operations and prospects, Mr. Rosenthal
relates.

         "PwC's and KPMG's Professional Negligence and
             Accounting Malpractice and Aiding and
               Abetting Defendants' Breaches of
             Fiduciary Duty and Violations of Law"

In the performance of their audits and reviews of C&A financial
statements, PwC and KPMG each owed Collins & Aikman a duty to act
with reasonable care and competence and perform the services they
rendered pursuant to their professional standards.

Mr. Rosenthal avers that PwC knew or should have known that it
issued false audit opinions on Collins & Aikman's false and
misleading financial statements for the years ended Dec. 31, 2002
and 2001, and that the company's interim financial statements for
the quarters ended March 31, 2001 through the quarter ended
June 30, 2003, which it reviewed, were materially false and
misleading.

Similarly, he says, KPMG knew or should have known that it issued
a false audit opinion on C&A's false and misleading financial
statements for the year ended Dec. 31, 2003, and that the
company's interim financial statements for the quarters ended
Sept. 30, 2003 through the quarter ended Sept. 30, 2004, which it
reviewed, were materially false and misleading.

Mr. Rosenthal asserts that the audit reports were false and
misleading because C&A's financial statements violated GAAP in
numerous respects, including:

    -- the company's accounting for "round-trip" transactions
       with McCallum;

    -- the company's accounting for cash received from suppliers
       and capital equipment vendors;

    -- the company's failure to timely record an impairment in
       the value of its long-lived assets, goodwill;

    -- the company's overstatement of its deferred tax assets;

    -- the company's improper reporting of related party
       transactions; and

    -- the company's failure to provide appropriate disclosure
       about its liquidity issues and ability to continue as a
       going concern.

PwC and KPMG also falsely represented that their audits were
conducted in accordance with Generally Accepted Auditing
Standard, Mr. Rosenthal asserts.

>From 2001 through 2003, the fees Collins & Aikman paid KPMG
totaled $1,400,000, and fees paid to PwC totaled $11,800,000.

                Other Defendants in the Lawsuit

Aside from Mr. Stockman, former officers and directors named as
defendants in the lawsuit are:

   Name                 Position
   ----                 --------
   Michael Stepp        C&A VP and CFO from January 2002 to
                        October 2004.

   Bryce Koth           CFO starting on Oct. 13, 2004
                        VP for Tax December 2002 to May 2004
                        Vice President for Finance, Controller, &
                        C&A's head of Tax May 2004 until Oct.
                        2004.

   David R. Cosgrove    Vice President of Finance from February
                        to August 2002, Vice President for
                        Financial Planning and Analysis from
                        August 2002 until October 2004 and
                        Corporate Controller until May 2005.

   Paul C. Barnaba      Director of Financial Analysis for the
                        company's purchasing department from
                        April 2002 to December 2004 when he
                        became a Vice President and the Director
                        of Purchasing for the Plastics Division,
                        a position he held until April 2005.

   Robert A. Krause     Vice President and Treasurer of the
                        company from October 2002 to October 2004
                        when he assumed the positions of Senior
                        Vice President, Finance and
                        Administration.

   John A. Galante      Director, Strategic Planning from October
                        2002 to October 2004 and Vice President,
                        Treasurer and Executive Officer of
                        the company from October 2004 to
                        termination of his employment on July 29,
                        2005; and Vice President of Heartland LP.

   Charles E. Becker    Vice Chairman of the Board and a Director
                        from July 2001 to his resignation on
                        May 6, 2004; owner of Becker Group LLC
                        which was sold to C&A in July, 2001;
                        interim-CEO for a period after
                        Mr. Stockman resigned in May 2005; and
                        was a limited partner in Heartland LP.

   Elkin B. McCallum    Director of C&A from September 2001 until
                        his resignation on May 6, 2004; Chairman
                        of the Board and CEO of Joan Fabrics.

   Thomas E. Evans      resident and CEO of C&A from April 1999
                        to August 2002 when he resigned his
                        positions.

   Cynthia Hess         Director of C&A from 2001 to 2003;
                        elected director of the Company in
                        connection with Heartland's acquisition
                        of C&A stock and was a Senior Managing
                        Partner of Heartland LP.

   Daniel P. Tredwell   director of C&A from February 2001 to
                        May 10, 2006 when he resigned his
                        position; cofounder of Heartland LP and a
                        Member of Heartland LLC.

   Gerald McConnell     director of the C&A from February 2001 to
                        May 10, 2006 when he resigned his
                        position; Senior Managing Director of
                        Heartland LP and was also a Member of
                        Heartland LLC.

   Samuel Valenti III   director of C&A from February 2001 to
                        Sept. 30, 2004; Senior Managing Director
                        of Heartland LP.

Each of the Officers and Directors participated in the issuance
or review of false or misleading statements, including the
preparation of false or misleading press releases, SEC filings
and reports to Collins & Aikman shareholders or creditors,
Mr. Rosenthal contends.

Aside from Heartland L.P., C&A has named Heartland Industrial
Associates, L.L.C., and Heartland Industrial Group, L.L.C as
defendants.  As the managing general partner, Heartland LLC
exercised complete control over Heartland LP and, accordingly,
beneficially owns and exercises control over all of the C&A
common stock held by Heartland LP.

In 2001, Heartland owned at least 59.7% of the outstanding common
stock of Collins & Aikman and by Jan. 1, 2005, owned 41% of the
outstanding common stock.  Heartland, Mr. Rosenthal relates,
controlled C&A through its share ownership of the company and by
designating a majority of the members of the company's Board of
Directors.

In connection with Heartland's acquisition of Collins & Aikman
stock, Heartland LP and C&A entered into a Services Agreement
dated Feb. 23, 2001, which was subsequently amended.  Under the
Services Agreement, C&A was required to pay certain annual fees
to Heartland.  During 2001, 2002, 2003 and 2004, Heartland
received total advisory fees from Collins & Aikman of
$24,500,000, $5,700,000, $4,000,000, and $10,600,000.  Of the
more than $44,000,000 paid, $22,000,000 went to Mr. Stockman
personally.

                   Claims Against Defendants

Collins & Aikman seeks 12 claims against the Defendants:

  (I) Violations of Section 10(b) of the Exchange Act and Rule
      10b-5 against the Directors and Officers, in that they:

       (a) employed devices, schemes, and artifices to defraud;

       (b) made untrue statements of material facts or omitted to
           state material facts necessary in order to make the
           statements made, in light of the circumstances under
           which they were made, not misleading; or

       (c) Engaged in acts, practices, and a course of business
           that operated as a fraud or deceit upon Collins &
           Aikman.

  (II) Violations of Section 14(a) of the Exchange Act and Rule
       14a-9 against the Director and Officer Defendants, in
       light of the 2002-2004 Proxy Statements' omission of
       material facts.

(III) Breach of Fiduciary Duty Against the Directors and
       Officers, and Heartland.  The Officers breached their
       fiduciary duties by orchestrating, encouraging or
       utilizing various accounting schemes that materially
       misstated the financial condition of the company.         
       Heartland breached the fiduciary duties by causing,
       permitting, enabling, acquiescing and aiding and abetting
       the fraudulent scheme.

  (IV) Unjust Enrichment Against the Directors and Officers, and
       Heartland.

   (V) Fraud Against the Directors and Officers.

  (VI) Breach of Express and Implied Contractual Obligations
       Against Heartland.  In violation of its express and
       implied undertakings, including the obligations of good
       faith and fair dealing and honest performance of its
       contractual duties, Heartland, through its representatives
       and designees, failed to perform the contracted for
       services fairly, lawfully, and in a manner calculated to
       serve the best interests of the Company.  Instead,
       Heartland performed its duties under the Heartland
       Services Agreement to serve its own ends to the detriment
       of the company.

(VII) Fraud Against PwC and KPMG, in light of their
       misrepresentations of material facts to C&A through their        
       audits and reviews of the company's financial statements.

(VIII) Negligence/Malpractice Against PwC, in failing to
       comply with the standard of care by negligently permitting
       C&A's financial statements to contain untrue statements of        
       material facts or permitting the omission of material
       facts necessary to make the statements fairly represent        
       C&A's financial condition.

  (IX) Negligence/Malpractice Against KPMG.

   (X) Breach of Contract against PWC in connections with their
       services agreements during the years 2001 and 2002, which
       required that PwC perform its services in accordance with
       generally accepted auditing standards and applicable
       standards promulgated by the American Institute of
       Certified Public Accountants.

  (XI) Breach of Contract Against KPMG for service agreements
       during the years 2001 and 2002, whereby KPMG was tasked to
       provide accounting and auditing services in accordance
       with GAAA.

(XII) Aiding & Abetting Against PwC and KPMG.  By failing
       to comply with the standard of care, and failing to
       perform their duties in compliance with GAAS,  
       substantially assisted, PwC and KPMG aided or encouraged
       the perpetuation of the breaches of the officers'
       fiduciary duties.

Collins & Aikman and certain of its subsidiaries ask the District
Court to:

   (a) direct Defendants to account for all damages Plaintiffs
       sustained by reason of wrongs;

   (b) require the Directors and Officers to repay all salaries
       and the value of other remuneration of any kind paid to
       them during the time they were in breach of the fiduciary
       duties they owed to Collins & Aikman;

   (c) direct the Directors and Officers to make restitution to
       Plaintiffs for all sums of money and other things of value
       by which they were unjustly enriched as a result of the
       wrongs they committed;

   (d) direct the Heartland Entities to make restitution to
       Plaintiffs for all compensation, profits and other things
       of value by which they were unjustly enriched as a result
       of the wrongs they committed;

   (e) require KPMG and PwC to repay to Plaintiffs all
       compensation and the value of all other remuneration of        
       any kind paid to them by Plaintiffs during the time they
       were in breach of the duties they owed to Plaintiffs;

   (f) direct Defendants to pay interest at the highest rate
       allowable by law on the amount of damages sustained by
       Plaintiffs as a result of Defendants' culpable conduct and        
       all restitution and other monetary relief awarded to
       Plaintiffs; and

   (g) award Plaintiffs the costs and disbursements of this
       action, including reasonable attorneys' fees and expenses.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in     
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  

The Company and its debtor-affiliates filed for chapter 11
protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927).  
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in
its restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total
debts.  

The Debtors' disclosure statement explaining their First
Amended Joint Chapter 11 Plan was approved on Jan. 25, 2007.  
(Collins & Aikman Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COMMERCIAL MORTGAGE: S&P Cuts Rating on Class H Certificates to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
F, G, and H from Commercial Mortgage Lease-Backed Securities LLC's
commercial mortgage lease-backed certificates series 2001-CMLB-1.  

Concurrently, S&P placed the ratings on classes E, F, G, and H on
CreditWatch with negative implications and affirmed its ratings on
seven other classes from the same transaction.
     
The lowered ratings reflect the decline in the weighted average
credit rating of the pool since Standard & Poor's last review in
July 2005.  The CreditWatch placements reflect the potential
further decline of the weighted average credit rating of the pool
due to Kohlberg Kravis Roberts & Co. L.P.'s potential acquisition
of Dollar General Corp. ($33.8 million, 9%; BB+/Watch Neg/--), the
fourth-largest tenant exposure, and the impact this may have on
the corporate credit rating on Dollar General.  S&P will resolve
the CreditWatch placements following the outcome of any changes to
the issuer credit rating on Dollar General.
     
The affirmed ratings reflect adequate support provided by the
loans based on S&P's reexamination of the pool using Standard &
Poor's credit lease default model.  The class A certificates also
benefit from an unconditional and irrevocable financial guarantee
insurance policy issued by MBIA Insurance Corp. ('AAA/Stable'
financial strength rating) guaranteeing timely payment of interest
and full payment of principal.
     
As of the May 21, 2007, remittance report, the collateral for
series 2001-CMLB-1 consists of 113 credit tenant lease loans
($332.2 million, 90%), three notes ($33.8 million, 9%) secured by
properties leased to Dollar General, and one loan ($2.5 million)
that was defeased.  The aggregate balance of the collateral is
$368.5 million. The underlying properties are geographically
diverse, with no state exceeding a 10% concentration.  The pool
secured by real estate consists of retail (68%),
industrial/warehouse (24%), lodging (5%), and office (3%).
     
Bondable credit leases back 44 of the loans ($146.9 million, 40%),
while 72 loans ($219.1 million, 59%) are triple- and double-net
leases.
     
Termination of offset rights of the tenant due to casualty or
condemnation for the triple- and double-net leases are mitigated
through lease enhancement policies provided by Lexington Insurance
Co. ('AA+/Stable' FSR), a subsidiary of American International
Group Inc. (AA/Stable/A-1+ issuer credit rating), and Chubb Custom
Insurance Co. ('AA/Stable' FSR).
     
Sixty-five of the loans are full amortizing ($156.9 million, 43%).  
Residual value insurance (RVI) provided by four insurance
companies mitigates balloon risk for the remaining 51 loans
($209.1 million, 57%).  While ratings on three of the four
insurers range from 'A' to 'AAA', 14 loans ($91.2 million, 25%)
have RVI provided by Financial Structures Ltd., a subsidiary of
unrated Royal Indemnity Co.  S&P considered the March 2006
withdrawal of the FSR on Royal Indemnity Co. as part of their
analysis (see related press release, "R&SA's U.S. Operations
Ratings Cut To 'BB'; Withdrawn At Management Request; Outlook
Negative," published March 23, 2006).
     
The top five tenants, as follows, constitute $187.5 million (51%)
of the pool: SuperValu Inc. (13%, BB-/Stable/NR), AutoZone Inc.
(10%, BBB+/Stable/A-2), CVS/Caremark Corp. (10%, BBB+/Stable/A-2),
Dollar General (9%), and Walgreen Co. (8%, A+/Stable/A-1).
Standard & Poor's has downgraded three of the top five tenants
since the last review.
     
Currently, no loans are with the special servicer.  Wachovia Bank
N.A., the master servicer, reported five loans ($13.4 million, 4%)
on the May 2007 watchlist, all due to deferred maintenance.
     
As the transaction is secured by a CTL pool, the associated
ratings are correlated with the ratings assigned to the underlying
tenants and guarantors.  The ratings on the certificates may
fluctuate over time as the ratings on the underlying tenants and
guarantors change. Standard & Poor's stressed various loans in its
analysis and reviewed the resultant credit enhancement levels in
conjunction with the levels determined by Standard & Poor's credit
lease default model.

        Ratings Lowered and Placed on Creditwatch Negative
   
         Commercial Mortgage Lease-Backed Securities LLC
          Commercial mortgage lease-backed certificates
                       series 2001-CMLB-1
   
                        Rating
                        ------
       Class   To                  From   Credit enhancement
       -----   --                  ----    ----------------
         F     BBB-/Watch Neg      BBB         7.55%
         G     BB/Watch Neg        BB+         4.96%
         H     B/Watch Neg         B+          1.73%


               Rating Placed on Creditwatch Negative
   
          Commercial Mortgage Lease-Backed Securities LLC
           Commercial mortgage lease-backed certificates
                        series 2001-CMLB-1
   
                  Rating
                  ------
        Class   To               From   Credit enhancement
        -----   --               ----   ------------------
          E     BBB+/Watch Neg   BBB+        10.78%


                         Ratings Affirmed
   
          Commercial Mortgage Lease-Backed Securities LLC
           Commercial mortgage lease-backed certificates
                        series 2001-CMLB-1
    
                 Class    Rating  Credit enhancement
                 -----    ------   ----------------
                  A1       AAA          21.12%
                  A2       AAA          21.12%
                  A3       AAA          21.12%
                  B        AA-          18.54%
                  C        A            15.95%
                  D        A-           13.36%
                  X        AAA            N.A.
                   

                     *N.A. - Not applicable.


COMPUCOM SYSTEMS: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of CompuCom Systems, Inc. and assigned a Caa1 rating to the $150
million senior floating rate PIK toggle notes to be issued by a
new intermediate holding company, the proceeds of which will be
used to finance a dividend payout to the company's equity sponsor,
Platinum Equity, LLC.  At the same time, Moody's upgraded
CompuCom's $175 million senior unsecured note rating to Ba3.  The
ratings outlook is stable.

Moody's acknowledges that the debt-financed dividend is
financially aggressive and will increase CompuCom's financial
leverage, thereby weakening the position of the company's B2
rating within its rating category, though not sufficiently to
prompt a downgrade at this time.  The stable outlook reflects
Moody's expectation that CompuCom will reduce its financial
leverage, including paying down its A/R securitization, and
improve its interest coverage metrics.  The company's ability to
generate free cash flow will continue to be supported by its shift
to higher value added IT services and its success in maintaining
superior service quality.

However, CompuCom will remain challenged by further declines in
procurement revenue, gradual gross margin erosion of each segment,
working capital requirements and increasing competition.  In light
of these challenges, Moody's notes that there is a high
probability that any further dividend payments other than the
distribution associated with the current offering would likely
lead to a ratings downgrade.

CompuCom's B2 corporate family rating is constrained by:

   (i) the year over year decline in the company's procurement
       revenue at a compound annual rate in excess of 9%;

  (ii) the significant use of debt proceeds for shareholder
       dividend payments leading to negative shareholders'
       equity;

(iii) the medium- to long-term potential risks of market entry
       by competitors with greater financial resources,
       including original equipment manufacturers selling
       direct;

  (iv) customer concentration; and

   (v) negative free cash generation primarily related to
       dividend payments to the company's equity sponsor.

Moody's notes that the additional $150 million in new debt will
increase CompuCom's total leverage by approximately 1.0x to 4.8x,
causing the company to be weakly positioned in the B2 rating
category relative to IT services peers.  However, the PIK nature
of the senior floating rate toggle notes provides the flexibility
for cash interest expense to be suspended over the near term.  
While incurrence covenants contained in the operating company's
senior notes restrict payments to the HoldCo, Moody's believes the
covenants are not sufficiently constraining to prevent the company
from upstreaming cash to the HoldCo above and beyond interest
payments on the PIK note.

The B2 rating is supported by CompuCom's unique combination of IT
service delivery capabilities and comprehensive procurement and
logistics services, the stability provided by recurring revenues
from long-term service contracts, the company's blue chip client
base and the potential for operating margin expansion through
cross-sell opportunities of value-added service offerings into its
existing client base.  Collectively, these factors drive the
overall B2 corporate family rating for the company.

The ratings for the toggle notes reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B2, and a loss given default of LGD-5.  The toggle notes
will be issued by CHR Intermediate Holding Corporation, a holding
company created for this transaction, without upstream support
from any operating subsidiaries.  The two notch upgrade of the
company's existing senior note ratings reflects a lower expected
loss driven largely by the additional junior capital provided by
the new $150 million toggle notes; on a relative basis, the
existing debt has a more senior position in the company's capital
structure because of the new toggle notes.

These ratings/assessments were affected by this action:

   -- Corporate Family Rating affirmed at B2;

   -- Probability of Default Rating affirmed at B2;

   -- $175 million Senior Notes due 2014 upgraded to Ba3
      (LGD-3, 30%) from B2 (LGD-4, 50%);

   -- $150 million Senior Floating Rate PIK Toggle Notes due
      2013 assigned at Caa1 (LGD-5, 85%).

Headquartered in Dallas, Texas, CompuCom Systems, Inc. is a
provider of I/T procurement and equipment outsourcing.  For the 12
months ended March 31, 2007, revenues were $1.5 billion.


COMPUCOM SYSTEMS: S&P Rates Proposed $150MM PIK Toggle Notes at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and 'B' senior unsecured rating on Dallas, Texas-
based CompuCom Systems Inc.

At the same time, S&P assigned a 'B-' to CompuCom's proposed
$150 million of senior floating rate PIK toggle notes.  The
outlook is stable.

The senior unsecured notes are rated one notch below the corporate
credit rating because of the amount of secured debt in the capital
structure; the toggle notes are rated two notches because of their
structural subordination.  Issue proceeds will be used to fund a
$143 million dividend to its equity sponsor.
      
"Our ratings on CompuCom reflect its narrow, low-margin business
focus and aggressive debt leverage" said Standard & Poor's credit
analyst Philip Schrank.  The ratings are, however, supported by
modest -- but predictable -- earnings and cash flow and a growing
backlog, coupled with a scalable business model.
     
CompuCom helps companies plan, implement, and manage multi-vendor,
industry-standard computing environments.  In 2006, revenues
exceeded $1.5 billion.  Services include deployment of hardware
and software, end-user support, and consulting services.  
Acquisitions, like the 2004 acquisition of General Electric's IT
Solutions business, are expected to continue, and expand
CompuCom's service offerings, geographic penetration, and scale.  
While CompuCom's IT outsourcing services business represents only
about one-third of revenue, it contributes about two-thirds of
profitability, and provides a degree of recurring revenues.  S&P
expect any declines in the company's procurement and logistics
gross margin likely will continue to be offset by the mid-single-
digit growth in outsourcing services gross margin.  As the mix
shifts toward more outsourcing revenues, operating margins could
modestly expand from the current mid-3% levels.  Pricing pressures
are expected to continue, but the impact should be mitigated by a
shift to higher-margin services and improved efficiencies in the
service delivery model.


CRESCENT REAL: Morgan Stanley to Buy Crescent for $22.8 Per Share
-----------------------------------------------------------------
Crescent Real Estate Equities Company has agreed to be acquired
by Morgan Stanley Real Estate in an all cash transaction for
$22.80 per share and the assumption of liabilities for total
consideration of approximately $6.5 billion.

Crescent Real said that the purchase price represents a 12%
premium over its prior 30 day average closing share price.  The
total consideration for the acquisition includes the assumption
and refinancing of approximately $3.1 billion of the company's
outstanding consolidated and unconsolidated debt and redemption of
the company's outstanding Series A and Series B preferred shares,
which have an aggregate liquidation preference of approximately
$440 million.

Under the terms of the agreement, Crescent Real said that it will
not pay any further dividends on the common shares.

"The primary goal of the strategic plan we announced on March 1,
2007 was to maximize value for our shareholders," Crescent's vice-
chairman and chief executive officer, John C. Goff said.  "This
transaction accelerates the realization of that goal by delivering
value to our shareholders more quickly and with greater certainty.  
We are delighted to announce this agreement and we look forward to
working closely with Morgan Stanley Real Estate on a transition
that will be seamless for our customers, partners and employees."

"We are pleased to enter into this agreement to acquire Crescent
Real Estate Equities," Commenting on the transaction, Morgan
Stanley Real Estate Investing - Americas' managing director and
co-head, Michael Franco said.  "Crescent is a unique company
operating in a wide range of business lines that are familiar to
Morgan Stanley.  We recognize the valuable contributions that
Crescent's people have made to build the company's franchise and
we look forward to working closely with them on a smooth
transition."

Crescent Real said that the Board of Trust Managers unanimously
approved the transaction, which will recommend that the common
shareholders approve the transaction.  Completion of the
transaction, which is expected to occur by the end of the third
quarter of 2007, is subject to approval by the company's common
shareholders, as well as to certain other customary closing
conditions.

Crescent Real disclosed that Greenhill & Co. LLC will act
financial advisor to the company, while Pillsbury Winthrop Shaw
Pittman LLP provided legal advice.  Morgan Stanley acted as
financial advisor to Morgan Stanley Real Estate with Goodwin
Procter LLP and Jones Day acting as legal counsel.

                       About Crescent Real

Headquartered in Fort Worth, Texas, Crescent Real Estate Equities
Company (NYSE: CEI) -- http://www.crescent.com/-- is a real   
estate investment trust.  Through its subsidiaries and joint
ventures, Crescent owns and manages a portfolio of 71 premier
office buildings totaling 28 million square feet located in select
markets across the United States with major concentrations in
Dallas, Houston, Austin, Denver, Miami, and Las Vegas.  Crescent
also strategically invests in resort-residential developments and  
in destination resorts such as Fairmont Sonoma Mission Inn(R) in
Sonoma, California; and in the wellness lifestyle leader, Canyon
Ranch(R).

                          *     *     *

As of May 24, 2007, Crescent Real Estate Equities Company carries
a B3 preferred stock rating which Moody's Investors Service
assigned to the company on Nov. 11, 2004.

The company also carries BB- long-term foreign and local issuer
credit ratings which Standard & Poor's assigned to the company on
June 30, 2004.


CTI FOODS: Moody's Junks Rating on Proposed $35 Mil. Term Loan
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of CTI Foods Holding Co., LLC, and assigned a B2 rating to the
company's proposed $175 million first lien senior secured credit
facility consisting of a $40 million revolver and $135 million
term loan B.  Moody's also assigned a Caa1 rating to a proposed
$35 million second lien term loan.

CTI will use the proceeds to refinance existing debt, pay a $40
million dividend to existing shareholders, and pay approximately
$2.5 million in transaction costs.  The rating assignments are
subject to a review of final documentation. Accordingly, Moody's
expects to withdraw the ratings on the existing second lien term
loan once the proposed credit facility has closed.  The rating
outlook is stable.

The affirmation of CTI's B2 corporate family rating reflects
Moody's expectation that, despite the increase in pro forma
leverage to 5.0 times from 3.7 times at the end of March 2007, the
company will continue its profitable growth -- both organically
and through further investment -- while improving free cash flow
generation and reducing leverage.

These rating actions were taken:

Ratings affirmed:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2

Ratings assigned:

   -- B2 (LGD 3, 46%) on the proposed $40 million first-lien
      revolver due 2012

   -- B2 (LGD 3, 46%) on the proposed $135 million first-lien
      Term Loan B due 2013

   -- Caa1 (LGD 6, 92%) on the proposed $35 million second-lien
      Term Loan due 2014

Ratings to be withdrawn upon completion of the transaction:

   -- B3 (LGD 4, 67%) on the $120 million second lien term loan
      due 2012

The rating outlook is stable.

CTI's B2 corporate family rating is constrained by its small size,
its rapid growth and related execution risk inherent in recent
major capital expansion programs, its limited product and
geographic diversification, its moderately high leverage, and its
highly concentrated customer base.  Supporting its ratings are the
company's strong customer relationships and product development
capabilities, good organic growth rates on average, and its use of
contracts with customers that greatly reduce both the price risk
of the commodity products it processes, as well as the risk of
having insufficient volumes in new manufacturing plants.

The stable outlook assumes that the company will maintain its
solid operating performance and encounter no significant operating
difficulties throughout this period of significant capital
expansion, and that the company will maintain leverage and credit
statistics consistent with its rating.

The ratings for the first and second lien facilities reflect the
overall probability of default of the company, to which Moody's
assigns a PDR of B2, and a loss given default of LGD3 for the
first lien facilities and LGD6 for the second lien facility. The
B2 rating on the first lien term loan and revolver reflects their
senior position in the capital structure.  The Caa1 rating on the
second lien term loan reflects the significant amount of debt
within the structure which has a superior claim on collateral.  
CTI Foods Holding Co., LLC, a US holding company, is the borrower
under the term loans and revolver.  Each facility benefits from a
guarantee by CTI's domestic subsidiaries, and will be secured by
all assets of CTI and each guarantor.  The second lien facility
has a second priority lien on the collateral.

CTI Foods Holding Co., LLC, headquartered in Wilder, Idaho,
manufactures food products primarily for the quick-serve
restaurant industry.  2006 revenue approached $380 million.


CTI FOODS: S&P Puts Low-B Ratings on Proposed $210 Mil. Financing
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Wilder, Idaho-based CTI Foods Holding Co. LLC.  

In addition, Standard & Poor's assigned bank loan and recovery
ratings to the company's proposed $210 million secured bank
financing, which includes a $40 million revolver due 2012, $135
million first-lien term loan B due 2013 (excluding an incremental
facility of $20 million), and $35 million second-lien term loan
due 2014.  The first-lien term loan was rated 'B+', the same as
the corporate credit rating, with a  recovery rating of '2',
indicating an expectation of substantial (80%-100%) recovery in
the event of a payment default.  The second-lien debt was rated
'B-', two notches below the corporate credit rating, with a '5'
recovery rating, indicating an expectation of negligible (0%-25%)
recovery in the event of a payment default.  
     
At the same time, Standard & Poor's revised its outlook on CTI
Foods to negative from stable.  Approximately $170 million of debt
will be outstanding pro forma for the transaction.  The ratings on
the new bank facility are based on preliminary terms, subject to
review upon final documentation.  Upon closing of the planned bank
facilities, the 'B' senior secured second-lien term loan rating
and '3' recovery rating on the company's current bank facility
will be withdrawn.
     
"The outlook revision reflects a more aggressive financial policy
than had previously been factored into the rating, and concern
with the company's ability to achieve its forecasted near-term
growth for its beans, soups, and sauces business," said Standard &
Poor's credit analyst Bea Chiem.
     
The ratings on CTI Foods reflect its leveraged capital structure,
modest scale of operations, and customer concentration.  CTI Foods
is a manufacturer of processed food items for the restaurant
industry.


CYBER DEFENSE: Hansen, Barnett Raises Going Concern Doubt
---------------------------------------------------------
Hansen, Barnett & Maxwell P.C., of Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's losses and working capital
deficits for the two-year period ended Dec. 31, 2006.

The company posted a net loss of $22,039,817 on revenues of
$494,220 for the year ended Dec. 31, 2006, as compared with a net
loss of $15,579,024 on revenues of $461,244 in the prior year.

For the year ended Dec. 31, 2006, the company's total expenses
doubled to $20,369,845 from $9,401,151 in the prior year.  General
and administrative expenses grew to $6,486,104 for the year ended
Dec. 31, 2006, from $4,031,236 in the prior year.  Stock option
compensation increased to $2,271,687 for the year ended Dec. 31,
2006, from $101,186 in the prior year.  The Company also had
$11,330,674 in impairment of licenses in the current year.

At Dec. 31, 2006, the company's balance sheet showed $4,358,092 in
total assets and $22,434,576 in total liabilities, resulting to
$18,076,484 in stockholders' deficit.  As compared to the prior
year, the company posted $1,773,958 in stockholders' deficit from
$16,276,638 in total assets and $18,050,596 in total liabilities.

The company's Dec. 31, 2006 balance sheet also showed negative
working capital with $1,353,130 in total current assets and
$20,355,178 in total current liabilities.

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

                        About Cyber Defense

Based in St. Petersburg, Florida, Cyber Defense Systems Inc. --
(OTCBB: CYDFE) -- http://www.cyberdefensesystems.com/-- designs  
and develops unmanned air vehicles (UAV's).  It develops
CyberScout, a series of planned vehicles that employs vertical
take-off and landing technique, and CyberBug, a scalable UAV that
provides monitor routine surveillance and communication in crowded
or remote locations.  The airships and UAV's are used to provide
surveillance 24/7 and include tracking devices for troop and
weapon movement.  It markets its airships and UAVs to various
branches of the U.S. government and U.S. allies as multi-use
platform vehicles capable of deployment in surveillance and
communication operations, as well as for homeland defense and
intelligence agencies.


DAIMLERCHRYSLER: Cerberus Adds Chrysler to Form Giant Auto Biz
--------------------------------------------------------------
Cerberus Capital Management LP, the private equity firm buying
DaimlerChrysler AG's Chrysler Group, is assembling one of the
world's biggest automotive companies as it adds the carmaker to
holdings that include GMAC LLC, the former financing unit of
General Motors Corp., and the parent of the Alamo Rent-a-Car and
National Car Rental chains, Bloomberg News reports.

Cerberus has amassed a group of auto-related assets similar to
the ones GM and Ford Motor Co. owned before $25 billion of
combined losses in 2005 and 2006 forced them to shed assets,
Bloomberg observes.  The absence of scrutiny from public
shareholders would permit the firm to reduce employee costs and
increase productivity before selling Chrysler at a profit.

           Acquisitions Mark Shift in Private-Equity

According to the report, Cerberus led an investor group last
year that bought 51% of Detroit-based GMAC, which makes
home and auto loans.  The private-equity firm acquired bankrupt
Vanguard Car Rental Holdings LLC, the Tulsa, Oklahoma-based
parent of Alamo and National, in 2003 for $290 million.  It
paid $147 million for GenCorp's GDX Automotive unit in 2004,
after it lost $14 million in the first quarter.

Cerberus' focus on building another automotive giant from its
recent acquisitions is an important shift in the private-equity
industry, The Associated Press states, citing analysts as
saying.  It was common for private equity firms to manage a
portfolio of completely diverse companies before but these days,
many are forming their portfolio of companies around specific
sectors with a goal to become true industry players.

Cerberus is part of a group that offered to invest $3.4 billion in
bankrupt auto-parts maker Delphi Corp, Bloomberg relates.  Without
giving a reason, Delphi said last month it expects Cerberus to
back out.

Bloomberg notes that Cerberus began showing interest in the
automobile industry in the 1990s, when it acquired stakes
including 5% in United Auto Inc., a New York City-based auto
dealership chain.

                Cerberus -- in for the Long Haul

Cerberus Chairman John Snow said in an interview that the firm
"can put Chrysler on a sustainable path towards true
profitability.  We are able to take a longer view, we are able
to be patient."

"We don't buy with the intention to pursue an exit," Mr. Snow
told the AP in an interview.  "We buy with the intention, with
the clear intention, to help turn the company around, help it
achieve its potential."

                      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.


DOMTAR CORPORATION: Further Delays Filing of Quarterly Report
-------------------------------------------------------------
Domtar Corporation disclosed Monday that it is further delaying
the filing of its Form 10-Q with the U.S. Securities and Exchange
Commission.

The company says that it needs additional time to complete the
accounting for the transaction closed on March 7, 2007, primarily
related to the balance sheet impact of the conversion of carve-out
financial statements to corporate financial statements of the
Weyerhaeuser Fine Paper Business.

The company had previously said that it expected to file the
report on May 21, 2007.

                         The Transaction

The company started its operations on March 7, 2007 after the
combination of the Weyerhaeuser and Domtar Inc.

Prior to the completion of the Transaction, Weyerhaeuser was
operated by the Weyerhaeuser Company.

The financial results of the company cover certain periods prior
to the Transaction.  For accounting and financial reporting
purposes, Weyerhaeuser is considered to be the "predecessor" to
the company and as a result, its historical financial statements
now constitute the historical financial statements of Domtar
Corporation.

Accordingly, the results reported for the first quarter of fiscal
2006 include only the results of operations of the Weyerhaeuser,
on a carve-out basis.

The results reported for the first quarter of fiscal 2007 include
the results of operations of the Weyerhaeuser, on a carve-out
basis, for the period from January 1, 2007 to March 6, 2007 and
the results of operations of the company for the period from
March 7, 2007 to April 1, 2007.

                        About Domtar Corp.

Domtar Corporation -- http://www.domtar.com/-- (NYSE/TSX: UFS) is  
the largest integrated producer of uncoated freesheet paper and
one of the largest manufacturers of papergrade market pulp in
North America.  The company designs, manufactures, markets and
distributes a wide range of business, commercial printing,
publication as well as technical and specialty papers with
recognized brands such as First Choice(R), Domtar Microprint(R),
Windsor Offset(R), Cougar(R) as well as its full line of
environmentally and socially responsible papers, Domtar
EarthChoice(R).  Domtar owns and operates Domtar Distribution
Group, an extensive network of strategically-located paper
distribution facilities.  Domtar also produces lumber and other
specialty and industrial wood products.  The company employs
nearly 14,000 people.

                          *      *      *

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Domtar Corp.'s $1.55 billion credit
facilities.  The $800 million term loan and $750 million revolving
credit facility are rated 'BB', with a recovery rating of '1',
indicating an expectation for 100% recovery of principal in the
event of a payment default.

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service assigned a Ba3 corporate family rating
to the company and a Ba1 senior secured rating to the company's
new $1.55 billion credit facility.  A speculative grade liquidity
rating of SGL-2 was also assigned.  Moody's also affirmed the B2
senior unsecured rating for bonds and debentures issued by
subsidiary company, Domtar Inc.


DOMTAR CORP: Discloses Preliminary 2007 First Quarter Results
-------------------------------------------------------------
Domtar Corporation reported preliminary net income of $49 million
in the first quarter of 2007 compared to a net loss of
$747 million in the first quarter of 2006.

"[Mon]day's announcement is the first report card of Domtar
Corporation since the closing of the transaction and I am pleased
with the support received from customers and with the market
response since the launch of the Company," said Raymond Royer,
President and CEO.  "This transaction has brought a new leader
with scale, efficient low-cost assets, service solutions and a
unique manufacturing expertise to make Domtar a powerhouse in the
North American fine paper market."

On the integration, Mr. Royer added: "Teams were formed to
integrate the businesses and to cover the systems to support
operations, the synergies and the review of product and mill
overlaps.  The process of identifying best manufacturing practices
and go-to-market strategies is also well underway and our
synergies team is completing the inventory of projects and
associated savings.  While the market dynamics in uncoated
freesheet papers have improved when compared to 2006 due to supply
reductions, demand trends year-to-date continue to be weak making
the delivery of the synergies and the elimination of product and
mill overlaps critical to enhance Domtar's profitability.  Going
forward, we will continue to focus on the strengthening of our
balance sheet and reduction of costs as the best ways to create
shareholder value."

                              Papers

Operating income in the company's Papers business totaled
$71 million in the first quarter of 2007, an increase of
$819 million compared to an operating loss of $748 million in the
first quarter of 2006.  Net sales amounted to $931 million in the
first quarter 2007 compared to $771 million in the first quarter
2006. Depreciation and amortization for the Papers segment totaled
$72 million in the first quarter 2007.

The 26 days of results of Domtar Inc. contributed $10 million of
the increase in operating income.  The remaining increase is
mainly attributable to a $749 million goodwill impairment expense
recorded in the first quarter of 2006, higher average selling
prices for paper and pulp and higher shipments for pulp.  In
addition, the increase in operating income is due to an $11
million decrease in freight expense due to reductions in average
line haul rates for truck and intermodal and freight optimization
efforts.  These factors were partially offset by lower shipments
for paper, mostly as a result of the indefinite closure of our
Prince Albert, Saskatchewan pulp and paper mill and the permanent
closure of a paper machine at our Dryden, Ontario paper mill
effective in the first half of 2006, higher costs for purchased
fiber and chemicals, higher cost due to lack-of-order downtime and
an increase in other manufacturing costs during the first quarter
of 2007.

                         Paper Merchants

This business segment was acquired by means of the transaction and
therefore was not one of the company's active businesses prior to
March 7, 2007.  Net sales amounted to $76 million for the 26-day
period ended April 1, 2007.  Depreciation and amortization for the
Paper Merchants segment totaled $1 million for the same period.

                               Wood

Operating loss in the company's Wood business totaled $4 million
in the first quarter of 2007, a decrease of $5 million compared to
operating income of $1 million in the first quarter of 2006.  Net
sales amounted to $44 million in the first quarter of 2007
compared to $58 million in the first quarter of 2006.  
Depreciation and amortization for the Wood segment totaled
$5 million in the first quarter of 2007.

The decrease in operating income was mainly attributable to lower
shipments mostly due to sawmill closures and lower average selling
prices due to the slowdown in housing starts.

                        About Domtar Corp.

Domtar Corporation -- http://www.domtar.com/-- (NYSE/TSX: UFS) is  
the largest integrated producer of uncoated freesheet paper and
one of the largest manufacturers of papergrade market pulp in
North America.  The company designs, manufactures, markets and
distributes a wide range of business, commercial printing,
publication as well as technical and specialty papers with
recognized brands such as First Choice(R), Domtar Microprint(R),
Windsor Offset(R), Cougar(R) as well as its full line of
environmentally and socially responsible papers, Domtar
EarthChoice(R).  Domtar owns and operates Domtar Distribution
Group, an extensive network of strategically-located paper
distribution facilities.  Domtar also produces lumber and other
specialty and industrial wood products.  The company employs
nearly 14,000 people.


                          *      *      *

As reported in the Troubled Company Reporter on Feb. 23, 2007,
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Domtar Corp.'s $1.55 billion credit
facilities.  The $800 million term loan and $750 million revolving
credit facility are rated 'BB', with a recovery rating of '1',
indicating an expectation for 100% recovery of principal in the
event of a payment default.

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Moody's Investors Service assigned a Ba3 corporate family rating
to the company and a Ba1 senior secured rating to the company's
new $1.55 billion credit facility.  A speculative grade liquidity
rating of SGL-2 was also assigned.  Moody's also affirmed the B2
senior unsecured rating for bonds and debentures issued by
subsidiary company, Domtar Inc.


DUNE ENERGY: Completes Repayment of $94.3 Million Loan Obligations
------------------------------------------------------------------
Dune Energy Inc. reported on May 15, 2007, with the Securities
and Exchange Commission that it fully discharged all of its
obligations to:

   * Jefferies Funding LLC under that Amended and Restated Credit
     Agreement dated effective as of April 13, 2007.

     Dune Energy paid its obligations for $65,758,333,
     representing the full outstanding commitment of $65 million
     under the Amended Credit Facility plus accrued interest in
     the amount of $758,833.

   * Itera Holdings BV under that Amended and Restated Term Loan
     Agreement dated as of Aug. 31, 2006, and evidenced by that
     certain Amended and Restated Subordinated Convertible Note of
     even date therewith in the outstanding aggregate principal
     amount of $25 million.

     Dune Energy paid Itera Holdings $28,648,8445, representing
     the outstanding principal amount under the Amended Note plus
     accrued interest in the amount of $4,648,844.05.

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/--is an independent exploration and  
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Dune will continue to exploit its existing asset
base, seek accretive acquisitions, and enter into additional joint
venture drilling programs.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service assigned first-time ratings to Dune
Energy Inc., including a Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and a Caa2 rating (LGD 4, 50%) on
its proposed $285 million of senior secured notes due 2012.

At the same time, Standard & Poor's Ratings Services assigned its
'B-' corporate credit rating to oil and gas exploration and
production company Dune Energy Inc.

In addition, S&P assigned a 'B-' rating and '3' recovery rating,
indicating S&P's expectation of meaningful (50%-80%) recovery of
principal in the event of a payment default, to the company's
proposed $285 million senior secured notes due 2012.


DUNE ENERGY: Inks $20 Million Credit Agreement with Lenders
-----------------------------------------------------------
Dune Energy Inc. entered into a credit agreement last week with
each of the company's subsidiaries, certain lenders and Wells
Fargo Foothill Inc.

Dune Energy said that the Credit Agreement provides for a
revolving credit commitment of up to $20 million, which may be
extended up to $40 million upon request by the company so long as
no Default would exist at time of the request, with a sub-limit of
$20 million for issuance of Letters of Credit.  Unless earlier
payment is required under the Credit Agreement, Advances under the
Revolver Commitment must be paid on or before May 15, 2010.

Under the Credit Agreement, Dune Energy states that interest on
advances accrues at either Wells Fargo's Base Rate or the LIBOR
Rate, at Dune Energy's option, plus an applicable margin ranging
from 0.25% to 2% based upon the ratio of outstanding Advances
and Letters of Credit Usage under the Credit Agreement to the
Borrowing Base or Revolver Commitment, whichever is less.

With respect to Letters of Credit issued under the Credit
Agreement, fees accrue at a rate equal to the Applicable Margin
for any LIBOR Rate advances multiplied by the Daily Balance of the
undrawn amount of all outstanding Letters of Credit.  In
connection with the Goldking Acquisition disclosed elsewhere in
this Current Report under "Item 2.01 Completion of Acquisition or
Disposition of Assets," on May 15, 2007 we utilized
approximately $5.2 million for the issuance of Letters of Credit
by a Wells Fargo affiliate in substitution for outstanding letters
of credit assumed under the Goldking Acquisition.

As security for the company's obligations under the Credit
Agreement, the company and certain of its operating subsidiaries
granted Wells Fargo a security interest in and a first lien on,
all of the company's existing and after-acquired assets including,
without limitation, the oil and gas properties and rights that the
company acquired in the Goldking Acquisition disclosed elsewhere
in this Current Report under "Item 2.01 Completion of Acquisition
or Disposition of Assets."  In addition, two of the company's
subsidiaries, Dune Operating Company and Dune GC Holdings, Inc.
(f/k/a Goldking Energy Corporation), have each guaranteed the
obligations.

                       Hedging Arrangements

In accordance with a requirement of the Credit Agreement, Dune
Energy and its operating subsidiaries also entered into a Swap
Agreement with Wells Fargo.

Dune Energy said that the credit agreement provides that it put
in place, on a rolling six month basis, separate swap hedges, as
adjusted from time to time, with respect to notional volumes of
not less than 50% and not more than 80% of the estimated aggregate
production from:

   i. Proved Developed Producing Reserves; and

  ii. estimated drilling by us and our subsidiaries with respect
      to each of crude oil and natural gas.

In addition to the Swap Agreement, Wells Fargo assumed the rights,
liabilities, duties and obligations of Goldking under seven prior
crude oil and five prior natural gas hedging arrangements between
Goldking and various other banking institutions.

                         About Dune Energy

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/-- is an independent exploration and  
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Dune will continue to exploit its existing asset
base, seek accretive acquisitions, and enter into additional joint
venture drilling programs.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service assigned first-time ratings to Dune
Energy Inc., including a Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and a Caa2 rating (LGD 4, 50%) on
its proposed $285 million of senior secured notes due 2012.

At the same time, Standard & Poor's Ratings Services assigned its
'B-' corporate credit rating to oil and gas exploration and
production company Dune Energy Inc.

In addition, S&P assigned a 'B-' rating and '3' recovery rating,
indicating S&P's expectation of meaningful (50%-80%) recovery of
principal in the event of a payment default, to the company's
proposed $285 million senior secured notes due 2012.


DUNE ENERGY: Sells $300 Mil. Senior Secured Notes to Jefferies
--------------------------------------------------------------
Dune Energy Inc. sold on May 15, 2007, to Jefferies & Company Inc.
pursuant to a purchase agreement dated May 1, 2007, these debt and
equity securities:

   * $300 million aggregate principal amount of our 10-1/2% Senior
     Secured Notes due 2012 at a purchase price of $288 million;
     and

   * 180,000 shares of our 10% Senior Redeemable Convertible
     Preferred Stock at a purchase price of $171 million.

                       Senior Secured Notes

Dune Energy said that the senior secured notes, bearing interest
at the rate of 10-1/2 % per annum, were issued under that certain
indenture, dated May 15, 2007.  The Indenture contains customary
representations and warranties on the company's part as well as
typical restrictive covenants whereby the company have agreed,
among other things, to limitations to incurrence of additional
indebtedness, declaration of dividends, issuance of capital
stock, sale of assets and corporate reorganizations, as well as
impairment of collateral securing our obligations under the senior
secured notes.

Dune Energy said that the Senior Secured Notes are subject to
redemption:

   i. prior to June 1, 2010, in connection with equity offerings
      at a repurchase price equal to 110.5% of the aggregate
      principal amount plus accrued interest for up to 35% of the
      outstanding principal amount of the Senior Secured Notes;

  ii. during twelve-month period beginning June 1, 2010, at a
      repurchase price equal to 105.25% of the aggregate principal
      amount plus accrued interest; and

iii. after June 1, 2011, at a repurchase price equal to 100% of
      the aggregate principal amount plus accrued interest.

Dune Energy state that holders of the senior secured notes may put
the notes to Dune Energy for repurchase, at a repurchase price of
101% of the principal amount plus accrued interest, upon a change
in control as defined in the Indenture.

The Senior Secured Notes are secured by a lien on substantially
all of the Company's assets, including without limitation, those
oil and gas leasehold interests located in Texas and Louisiana
held by our operating subsidiaries, all as more particularly
described in that security agreement with the Initial
Purchaser executed by us on May 15, 2007 (the "Security
Agreement"). The Senior Secured Notes are unconditionally
guaranteed on a senior secured basis by each of our existing and
future domestic subsidiaries.

The collateral securing the Senior Secured Notes is subject to,
and made subordinate to, the lien granted to Wells Fargo under
the Credit Agreement, as evidenced by that certain Intercreditor
Agreement of even date therewith between the Initial Purchaser,
The Bank of New York Trust Company, NA, Wells Fargo Foothill, Inc.
and us, among others.

Dune Energy said that it also granted to the initial purchaser
under the purchase agreement a 30-day option from the closing date
to acquire an additional 36,000 shares of Preferred Stock.  The
initial purchaser received fees of approximately $25 million from
the company in connection with the offering and the Goldking
Acquisition.

Dune Energy said that it used the principal portion of the net
proceeds from the Offering to pay the Cash Portion of the Purchase
Price paid in the company's acquisition of Goldking Energy
Corporation and to satisfy in full those outstanding obligations
owing by the company under the amended term loan and amended
credit agreement.

                         About Dune Energy

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/-- is an independent exploration and  
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Dune will continue to exploit its existing asset
base, seek accretive acquisitions, and enter into additional joint
venture drilling programs.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2007,
Moody's Investors Service assigned first-time ratings to Dune
Energy Inc., including a Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and a Caa2 rating (LGD 4, 50%) on
its proposed $285 million of senior secured notes due 2012.

At the same time, Standard & Poor's Ratings Services assigned its
'B-' corporate credit rating to oil and gas exploration and
production company Dune Energy Inc.

In addition, S&P assigned a 'B-' rating and '3' recovery rating,
indicating S&P's expectation of meaningful (50%-80%) recovery of
principal in the event of a payment default, to the company's
proposed $285 million senior secured notes due 2012.


EARTH BIOFUELS: Losses Spur Auditor's Going Concern Doubt Opinion
-----------------------------------------------------------------
Malone & Bailey, P.C., of Houston, Texas, expressed substantial
doubt about Earth Biofuels, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring operating losses and working capital
deficit.

The company posted a net loss of $62,875,000 on revenues of
$41,545,000 for the year ended Dec. 31, 2006, as compared with a
net loss of $11,547,000 on revenues of $4,756,000 in the prior
year.

For the year ended Dec. 31, 2006, the company's operating expenses
increased to $64,356,000 from $11,485,000 in the prior year.  
Selling, general and administrative expenses grew to $64,356,000
for the year ended Dec. 31, 2006, from $1,760 in the prior year.
Compensation expenses also grew to $12,296,000 for the year ended
Dec. 31, 2006, from $9,153,000 in the prior year.  Depreciation
and amortization increased to $2,208,000 for the year ended Dec.
31, 2007, from $81,000 in the prior year.

At Dec. 31, 2006, the company's balance sheet showed $113,731,000
total assets, $43,941,000 total liabilities and $69,790,000
stockholders' equity.  The Company also had a negative working
capital in its Dec. 31, 2006 balance sheet with $6,708,000 total
current assets and $43,941,000 total current assets.

                           Cost of Sales

Cost of sales for the year ended Dec. 31, 2006, increased $35.4
million, or 676%, to about $40.7 million from about $5.2 million
in the prior year.  The company's cost of goods sold is mainly
affected by the cost of bio-diesel, vegetable oil, and other raw
materials.  The increase in cost of sales is primarily the result
of increased sales of bio-diesel.

                           Compensation

Compensation for the year ended Dec. 31, 2006, was about $12
million and related primarily to shares issued to consultants for
employees and consulting services.

                          Other Expenses

Other selling, general and administrative expenses for the year
ended Dec. 31, 2006, increased $48 million from about $1.7 million
in the prior year.  The 2006 increase in costs consist of about
$1.1 million for travel related expenses, $42.3 million of
consulting and professional fees expenses (which includes shares
issued for services valued at $29 million), $1.2 million in
marketing costs, $1.1 million for investor relations, $0.5 for
office and equipment rentals, $0.6 million for insurance, and $1.2
million for other office operating expenses.

                    Depreciation & Amortization

Depreciation and amortization for the year ended Dec. 31, 2006,
increased to about $2.2 million from $81,000 in the prior year.  
The increase in depreciation and amortization is related primarily
to purchases of plant and equipment.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1fd9

                       About Earth Biofuels

Earth Biofuels Inc. -- http://wwwearthbiofuels.net/-- produces,  
supplies and distributes alternative based fuels consisting of
biodiesel, ethanol and liquid natural gas.  The company produces
pure biodiesel fuel (B100) for sale directly to wholesalers, and
to be used as a blend stock to make B20 biodiesel.  The company
utilizes vegetable oils such as soy and canola oil as raw material
(feedstock) for the production of biodiesel fuel.  Its primary
bio-diesel operations are located in Oklahoma and Texas.  It also
has investments in various Ethanol plants.  The plants are
currently under construction, however there were no operations as
of year-end December 31, 2006.  The company also produces and
distributes liquefied natural gas, or LNG, which is natural gas in
its liquid form. Its primary operations are in Arizona and
California.  The company is based in Dallas, Texas.


EARTHFIRST TECHNOLOGIES: Aidman, Piser Raises Going Concern Doubt
-----------------------------------------------------------------
Aidman, Piser & Company, P.A., of Tampa, Florida, expressed
substantial doubt about EarthFirst Technologies, Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006 and 2005.  The
auditor pointed to the company's significant losses and negative
operating cash flows during the years ended Dec. 31, 2006 and
2005, working capital deficiency at Dec. 31, 2006, and
expectations that additional capital will be required in order to
continue operations in 2007.

The company posted a net loss of $19,872,288 on revenues of
$45,371,505 for the year ended Dec. 31, 2006, as compared with a
net loss of $17,685,100 on revenues of $41,743,320 in the prior
year.

For the year ended Dec. 31, 2006, losses from operations increased
to $20,075,194 from $16,836,641 in the prior year.  Selling,
general and administrative expenses doubled to $14,476,956 for the
year ended Dec. 31, 2006, from $7,654,036 in the prior year.  
Research and development expenses grew to $853,034 for the year
ended Dec. 31, 2006, from $582,430 in the prior year.  The company
also incurred $9,323,152 in impairment of goodwill in the current
year.

At Dec. 31, 2006, the company's balance sheet showed $24,667,159
in total assets, $24,218,359 in total liabilities, and $329,980 in
stockholders' equity.  The company also had a negative working
capital with $13,303,738 in total current assets and $18,335,763
in total current liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1f90

                   About EarthFirst Technologies

Headquartered in Tampa, Florida, EarthFirst Technologies Inc. --
(OTC BB: EFTI) -- http://www.earthfirsttech.com/-- develops and  
commercializes technologies for the production of alternative fuel
sources; and the destruction and/or remediation of liquid and
solid waste, as well as in the supply of electrical contracting
services in the U.S. and internationally.  The company also
commercializes technologies for the treatment of liquid waste
products that involves the use of high temperature plasma, through
which the liquid waste products are passed.


EMI GROUP: March 31 Balance Sheet Upside-Down by GBP1.1 Billion
---------------------------------------------------------------
EMI Group Plc released its preliminary results for the financial
year ended March 31, 2007.

At March 31, 2007, the company's balance sheet showed total assets
of GBP1.4 billion and total liabilities of GBP2.6 billion,
resulting in a GBP1.1 billion stockholders' deficit.

The company reported a GBP287 million net loss on GBP1.8 billion
of total revenues at March 31, 2007, versus a GBP90 million of net
income on GBP1.7 billion of total revenues at March 31, 2006.

EMI Group posted GBP263.6 million in pre-tax losses on GBP1.75
billion in net revenues for the year ended March 31, 2007,
compared with GBP118.1 million in pre-tax profit on GBP2.08
billion in net revenues for the year ended March 31, 2006.

"This has been a challenging year for EMI Group primarily as a
result of the worsening market conditions, which affected the
entire recorded music industry with revenue declines in every
major music market across the world," EMI Group CEO Eric Nicoli
disclosed.  "This led us to implement a restructuring plan which,
as well as removing cost from the business, will fundamentally
change the way we do business. Moving forward, we will realign our
investment focus and direct our resources to areas where we will
make higher and more sustainable returns.

                              Outlook

"We believe that digital sales will continue to grow strongly and
are excited about the possibilities offered by partnerships and
new business models across both our divisions," Mr. Nicoli said.

"We remain confident about our long-term future: while current
trading conditions are difficult, consumers' appetite for music
has never been greater.  Although fewer CDs are being purchased,
people are consuming more music in more ways than ever before. We
are positioning ourselves to capture these new and expanding
revenue opportunities as we build a progressive music business
which is truly consumer focused and well-equipped for the digital
age," Mr. Nicoli concluded.

                         About EMI Group

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 showed
GBP1.817 billion in total assets, GBP2.544 billion in total
liabilities and GBP726.6 million in total shareholders' deficit.

The company issued two profit warnings since January 2007.


EMI GROUP: Maltby Cash Offer Cues S&P to Cut Ratings to B+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on U.K.-based music group EMI
Group PLC to 'B+' from 'BB-', following news of a recommended cash
offer for the entire capital of EMI by a private equity buyout
vehicle, Maltby Ltd.

At the same time, the senior unsecured debt ratings on related
entities Capitol Records Inc. and EMI Group Finance Ltd. were also
lowered to 'B+' from 'BB-'.  All long-term ratings on EMI and
related entities remain on CreditWatch with negative implications.  
In addition, the 'B' short-term corporate credit rating on EMI was
today placed on CreditWatch with negative implications.
     
The cash offer for EMI from Maltby comes at a relatively high
multiple of 18.5x EBITDA (reported for the 12 months to March 31,
2007) and carries limited regulatory risk--unlike the previous
offers from Warner Music Group Corp. (BB-/Watch Neg/--).
     
"As a result, the takeover of EMI by Maltby is likely to succeed
and is likely to be refinanced with a highly leveraged funding
package," said Standard & Poor's credit analyst Anna Overton.  
"Competitive bids cannot be ruled out at this stage, including a
higher offer from Warner Music.  Nevertheless, weak operating
fundamentals in EMI's recorded music business, regulatory risks
associated with a combination with any other music major, and
the existing high debt burden and cash constraints of EMI's
ongoing cost restructuring program, make it unlikely that the
company's credit quality will be compatible with a 'BB-' long-term
rating in the near term."
     
Standard & Poor's will review its ratings on EMI as more
information over ownership and potential capital structures
becomes available.  Given that the documentation for all of EMI's
outstanding bonds treats change of control as a put event at the
option of the noteholders, S&P shall separately review the rating
implications of a change-of-control event on the issue ratings.


ENTERPRISE PRODUCTS: Fitch Rates $700-Million Hybrid Notes at BB+
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Enterprise Products
Operating L.P. and assigned a rating of 'BB+' to the company's
offering of $700 million of fixed/floating rate junior
subordinated notes due 2068 (hybrids).  Interest on the hybrids
will be fixed through January 2018 and will adjust quarterly
thereafter.  Based upon Fitch's rating criteria, these securities
have a high equity component as Fitch allocates the principal 75%
to adjusted equity and 25% to adjusted debt in evaluating the
financial leverage.  Fitch has affirmed these ratings with a
Stable Outlook:

     -- Issuer Default Rating 'BBB-';
     -- Senior unsecured debt 'BBB-';
     -- Junior subordinate notes (hybrids) 'BB+'.

Key elements of the hybrids include: a term of 61 years; optional
redemption after 10 years at 100% of the principal amount plus
accrued interest or prior to that period at a make-whole price;
the hybrids are subordinated to all senior indebtedness of EPOLP
and senior to Enterprise Products Partners, L.P.'s (NYSE: EPD)
common units; and EPLOP will have the option to defer payment on
hybrids' interest for up to 10 years, in which case, neither EPD
or EPOLP will make distributions on its more junior or equal
ranking securities.  In addition, the notes include a replacement
capital covenant for the benefit of its other debt holders that it
will not redeem the hybrids on or before 2038 unless, during the
180 days prior to the redemption, EPD or one of its subsidiaries
has received a specified amount of proceeds from the sale of
securities that are the same or more equity-like than the hybrids.


ENTERPRISE PRODUCTS: S&P Rates Proposed $700 Mil. Jr. Notes at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
midstream energy company Enterprise Products Operating L.P.'s
proposed $700 million fixed junior subordinated notes due
2068. Standard & Poor's also affirmed its 'BBB-' corporate credit
rating on the company.  The proceeds from the notes will be used
for general corporate purposes.  The outlook is stable.
     
Houston, Texas-based Enterprise Products Operating is one of the
primary operating subsidiaries of Enterprise Products Partners
L.P. (Enterprise Products; BBB-/Stable/--).  As of March 31, 2007,
Enterprise Products had about $5.4 billion of consolidated debt.
     
The ratings on Enterprise Operating are based on the consolidated
credit quality of the Enterprise Products operating companies.  
The ratings on the Enterprise Products entities reflect the master
limited partnership's improved credit-protection measures and its
greater business mix diversity developed over the past few years.
     
The stable outlook on Enterprise Products reflects projected new
investments that will soon produce earnings and cash flow to help
improve distribution coverage and leverage levels.
      
"If these projects experience significant delays, an outlook
change to negative could follow," noted Standard & Poor's credit
analyst Michael Messer.  "We could raise the ratings if financial
performance and distribution coverage outperform expectations
because of moderating capital spending," he continued.
     
Standard & Poor's will also continue to monitor the relationships
among the Enterprise companies to determine whether the legal and
ratings separations remain justified.


FEDERAL-MOGUL: Anderson Memorial Has Until May 31 to Vote on Plan
-----------------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware, as agreed to by the parties, deferred the
deadline for Anderson Memorial, and the asbestos property damage
claimants it represents, to vote on and object to Federal-Mogul
Corp. and its debtor-affiliates' Fourth Amended Joint Plan of
Reorganization to the earlier of:

   (a) one week after the Court rules on the Debtors' request to
       enter into their Settlement Agreement with Anderson
       Memorial; and

   (b) May 31, 2007.

The deadline for the Official Committee of Asbestos Property
Damage Claimants to object to the Fourth Amended Plan is also
extended to the earlier of (i) one week after the Court rules on
the Debtors' request; and (ii) May 31, 2007.

The Debtors have 10 days after Anderson Memorial and the Asbestos
PD Committee file their objections, if any, to respond to those
objections.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  Federal-Mogul also has
operations in Mexico and the Asia Pacific Region, which includes,
Malaysia, Australia, China, India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing is set for June 8, 2007.
(Federal-Mogul Bankruptcy News, Issue No. 137; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FONIX CORPORATION: March 31 Balance Sheet Upside-Down by $53 Mil.
-----------------------------------------------------------------
Fonix Corporation reported that as of March 31, 2007, the company
had total assets of $3,186,000, total liabilities of $56,799,000,
and total stockholders' deficit of $53,613,000.

For the quarters ended March 31, 2007 and 2006, generated revenues
of $360,000 and $272,000, respectively.  It incurred net losses of
$787,000 and $1,851,000, respectively, for the first quarters of
2007 and 2006.

The company had negative cash flows from operating activities of
$1,410,000 during the first quarter 2007 and $970,000 during the
first quarter 2006.

As of March 31, 2007, the company had an accumulated deficit of
$292,397,000, negative working capital of $53,487,000, accrued
liabilities and accrued settlement liability of $4,207,000,
derivative liabilities of $19,591,000 related to the issuance of
Series L Preferred Stock and Series E Convertible Debentures, net
liabilities of discontinued subsidiaries of $20,819,000 related to
the telecom subsidiaries subject to bankruptcy.  These telecom
subsidiaries are LecStar Telecom, LecStar DataNet, LTEL Holdings
and Fonix Telecom.  As of March 31, 2007, the company also had
accounts payable of $1,048,000 and current portion of notes
payable of $4,554,000.

The company expects to continue to incur significant losses and
negative cash flows from operating activities at least through
Dec. 31, 2007, primarily due to expenditure requirements
associated with continued marketing and development of our speech-
enabling technologies.  The company stated in its first quarter
2007 report that it must raise additional funds to be able to
satisfy its cash requirements during the next 12 months.  The
company anticipates that it will need to about $2.5 million to
$5 million over the next 12 months to meet obligations and
continue product development, corporate operations and marketing
expenses.  

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fe0

                        About Fonix Corp.

Based in Salt Lake City, Utah, Fonix Corporation (OTC BB: FNIX) --
http://www.fonix.com/-- provides integrated telecommunications  
services through Fonix Telecom Inc., LecStar Telecom Inc. and
value-added speech technologies through Fonix Speech Inc.

                       Going Concern Doubt

Hansen, Barnett & Maxwell PC raised substantial doubt about Fonix
Corporation's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's significant losses and negative cash flows from
operating activities during each of the three years in the period
ended Dec. 31, 2006.


FORMICA BERMUDA: $700MM Fletcher Deal Cues S&P's Developing Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, for Formica Bermuda Holdings Ltd.
on CreditWatch with developing implications following the
announcement that the company's parent, Formica Corp. had agreed
to be acquired by New Zealand-based Fletcher Building Ltd. for
$700 million.  Fletcher will fund the purchase of Formica using
existing and new bank debt facilities and an underwritten
placement of 26 million ordinary shares, expected to raise some
$218 million.
      
"In resolving the CreditWatch, we will continue to monitor
developments associated with the acquisition, specifically with
regard to FBHL's outstanding bank facility," said Standard &
Poor's credit analyst John Kennedy.
     
If the company refinances this facility in conjunction with the
closing of the acquisition, which S&P expect, S&P would withdraw
the ratings on FBHL.  However, S&P could lower the ratings if some
or all of the debt remain outstanding under a more highly
leveraged capital structure.


FORMICA CORP: Fletcher Building to Buy Company for $700 Million
---------------------------------------------------------------
Formica Corporation disclosed that it is being acquired by
Fletcher Building Limited.

The acquisition of Formica for $700 million with additional
deferred payments of up to $50 million from private equity
investors Cerberus Capital Management, L.P. and Oaktree Capital
Management, LLC represents growth opportunities for Formica and
for Fletcher Building.  The seller will retain the South America
operations and certain real estate in California.

"Our goal has been to establish an ownership structure that will
allow us to build upon our success and continue to invest in and
grow the business, and our people," said Frank Riddick, President
and Chief Executive Officer of Formica.  "Fletcher is ideally
aligned with this objective due to its broad-based building
material and construction business and experience in the laminate
and decorative surface market.  The combination of Formica and
Fletcher Building's Laminex businesses will create the largest
global manufacturer of decorative surfaces and high-pressure
laminates in the world."

Formica, based in Cincinnati, Ohio, has more than 3,800 employees
in 14 manufacturing and 33 distribution facilities spread across
Asia, Europe and North America.  Riddick said Formica's financial
performance, product portfolio and employee base have been
revitalized in recent years and the business outlook is promising.

"Formica is a recognized innovator in its industry, with an
excellent track record of new product development and successful
product introduction," said Fletcher Building Chief Executive
Officer Jonathan Ling.  "We are confident that this acquisition
will allow us to establish a truly global laminates platform,
providing new opportunities for us in Asia and creating synergies
across our manufacturing, sales and distribution networks."

The transaction will be subject to regulatory approvals and is
expected to close in early July.

Formica does not expect the new ownership to have a significant
impact on day-to-day operations.  In the near term, Formica will
be structured as a business unit within the Fletcher Building
Laminates & Panels division.  Frank Riddick will remain as
President and Chief Executive Officer of Formica and the
management team will remain with the company.

Formica was represented in the transaction by Weil, Gotshal &
Manges LLP and Goldman, Sachs & Co.

                      About Fletcher Building

Based in Auckland, New Zealand, Fletcher Building Limited --
http://www.fletcherbuilding.com/-- (NZE:FBU) is the holding  
company of the Fletcher Building group.  The company has five
operating units: Laminates & Panels (principally involving
Laminex, which currently owns the rights to and sells under the
Formica(R) brand in Australia and New Zealand), Building Products,
Steel, Infrastructure and Distribution.

                        About Formica Corp.

Cincinnati, Ohio-based Formica Corp. -- http://www.formica.com/--  
designs, manufactures and distributes a full range of surfacing
products for commercial and residential applications, including
Formica(R) Brand Laminate, Formica(R) Solid Surfacing, Formica
Granite(R), Formica(R) Stone Natural Quartz Surfacing, Formica(R)
Veneer Premium Wood Surfacing and Formica(R) DecoMetal.  The
company has offices in Mexico, Spain, Sweden, United Kingdom,
Finland, France, Italy, Russia, China, Hong Kong, Singapore,
Taiwan, and Thailand.

                          *      *      *

The company's $60 million revolving credit facility due 2012 is
rated B by Standard and Poor's.  That rating was assigned on
Jan. 18, 2006.

The revolving credit facility also carries Moody's B1 rating.


FREMONT GENERAL: Fitch Revises Watch to "Evolving" on iStar Deal
----------------------------------------------------------------
Fitch Ratings has revised the Rating Watch on Fremont General
Corporation and subsidiaries to Evolving from Negative following
the announcement that FMT is selling Fremont Investment & Loan's
commercial real estate lending platform and outstanding loan
portfolio to iStar Financial Inc., a hybrid REIT.  The transaction
is expected to close by June 30, 2007.

From the iStar transaction, FMT will receive $1.9 billion and a
70% participation interest in the roughly $6.5 billion commercial
loan portfolio. The participation interest will bear interest at
LIBOR +150 basis points.  In exchange, iStar will receive a 30%
subordinate interest in the portfolio and most of FIL's commercial
real estate employees, facilities and operations.  In addition to
initial cash proceeds, FMT alleviates some credit risk and
receives steady cash flows from the commercial portfolio
participation.

FMT also announced the sale of a minority investment in the
company to an investor group led by Gerald J. Ford. Mr. Ford will
become Chairman of FMT and FIL.  The company will also name Carl B
Webb as Chief Executive Officer and J. Randy Staff as Chief
Financial Officer.  Mr. Webb will also be a Director of the
Company and FIL.  The Ford led minority investment will provide
some additional equity capital and a seasoned management team to
endure recent challenges operating under the FDIC's cease and
desist order and orderly liquidation of saleable assets.  Fitch
believes that this investment is the first step in a broader
recapitalization plan to sustain FIL's deposit franchise and
launch new products.

Resolution of the Rating Watch Evolving hinges on several
variables beginning with filing timely of audited financial
statements, regulatory approval and the closing of both
transactions and pending sale of FIL's residential real estate
business.  As additional information becomes available, Fitch will
reevaluate the Recovery Rating of FIL's deposits and FMT's
outstanding debt and take the appropriate rating action, be it an
upgrade, downgrade or affirmation.  Fitch believes that the Rating
Watch Evolving should be resolved shortly.

Fitch has revised the Rating Watch on these ratings to Evolving
from Negative:

  Fremont General Corp.

     -- Long-term Issuer Default Rating 'CCC';
     -- Long-term senior debt 'CC/RR5';
     -- Short-term issuer 'C';
     -- Individual Rating 'E'.

  Fremont General Financing I

     -- Preferred Securities 'C/RR6'.

  Fremont Investment & Loan

     -- Long-term deposits 'B-/RR2';
     -- Short-term deposits 'C';
     -- Long-term Issuer Default Rating (IDR) 'CCC';
     -- Short-term issuer 'C';
     -- Individual 'E'

The Company originates Commercial Real Estate loans nationwide
through its nine regional production offices (Anaheim, Calif.;
Atlanta, Ga.; Bethesda, Maryland; Chicago, Ill.; Dallas, Tex.;
Irvine, Calif.; New York, New York; Phoenix, Ariz.; San Francisco,
Calif., and Santa Monica, Calif.).


FREMONT GENERAL: Sale Announcements Cue S&P's Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on Fremont General Corp. to Developing from Negative.
     
This action follows the announcement of the sale of Fremont's
commercial real estate business to iStar Financial Inc. and the
proposed minority investment in Fremont by an investor group led
by Gerald J. Ford.  Fremont is also selling its subprime
residential real estate business to Ellington Capital Management.
      
"These transactions closing as expected would have a positive
impact on Fremont's credit risk profile.  The company has already
liquidated some of its residential assets, reducing risk on the
balance sheet," said Standard & Poor's credit analyst Adom
Rosengarten.  In addition to the $1.9 billion in upfront cash that
the iStar transaction will generate, Fremont will benefit from its
70% A-participation interest in the sold loan portfolio, further
adding to cash flow protection for existing debt obligations.  The
equity generated by the minority investment by the investor group
will also add to current capital levels to grow the business.
     
S&P do not know at this time, however, the future direction in
which the prospective investors and new management team plan to
take the company.  In addition, there is still a slight
possibility that the company will have to liquidate assets in a
highly distressed operating environment if these transactions do
not materialize, resulting in negative pressure on the existing
rating.


FREMONT HOME: S&P Junks Rating on Series 2006-B Class SL-M9 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
certificates from two Fremont Home Loan Trust transactions.  The
ratings on three of these classes remain on CreditWatch with
negative implications, one is placed on CreditWatch with negative
implications, and one is removed from CreditWatch with negative
implications.  At the same time, S&P placed its ratings on four
classes from four other Fremont Home Loan Trust transactions on
CreditWatch with negative implications.
     
The lowered ratings and CreditWatch placements reflect the
deterioration of available credit support to the respective
classes.  All six affected deals have credit enhancement provided
by overcollateralization, excess interest, and subordination to
the respective classes.  As of the April 2007 distribution period,
seasoning of these transactions ranged from seven months (series
2006-B) to 37 months (series 2004-A).  O/C is below its target for
all of the deals except for series 2006-1.  Series 2004-A and
2004-3 are the only deals currently passing both the delinquency
and cumulative loss triggers.  The cumulative losses for these
pools range from 0.48% (series 2006-1) to 6.71% (series 2006-B,
loan group 2) of the respective original principal balances.  
Total delinquencies, as a percentage of the current principal
balances, range from 16.54% for series 2006-B, loan group 2, which
is only seven months seasoned, to 29.74% for series 2005-1;
serious delinquencies (90-plus days, foreclosure, and REO) for
these two pools are 8.12% and 18.66%, respectively.
     
Standard & Poor's will continue to closely monitor the eight
classes with ratings on CreditWatch negative.  If delinquencies
improve and losses decline to a point at which they no longer
exceed monthly excess interest, and the level of credit
enhancement is not further eroded, S&P will affirm the ratings
on these classes and remove them from CreditWatch.  Conversely, if
delinquencies continue to translate into substantial realized
losses in the coming months and continue to erode available credit
enhancement, S&P will lower the ratings on these classes and may
take further negative rating actions on the more senior tranches.
     
The rating on class SL-M9 from series 2006-B was removed from
CreditWatch because it was lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, ratings lower than 'B-'
on classes of certificates or notes from RMBS transactions are not
eligible to be on CreditWatch negative.
     
The collateral for most of these transactions initially consisted
of subprime mortgage loans, while loan group 2 from series 2006-B
consisted of closed-end second liens.
   

         Rating Lowered and Placed on Creditwatch Negative
   
                      Fremont Home Loan Trust

                                        Rating
                                        ------
             Series     Class      To             From
             ------     -----      --             ----
             2006-B     SL-M6      BBB/Watch Neg   A-
   

       Ratings Lowered and Remaining on Creditwatch Negative
   
                      Fremont Home Loan Trust

                                     Rating
                                     ------
             Series    Class    To              From
             ------    -----    --              ----
             2005-2    B-5      B-/Watch Neg    BB-/Watch Neg
             2006-B    SL-M7    B+/Watch Neg    BBB+/Watch Neg
             2006-B    SL-M8    B/Watch Neg     BB/Watch Neg
   

        Rating Lowered and Removed from Creditwatch Negative
   
                       Fremont Home Loan Trust

                                       Rating
                                       ------
                    Series   Class    To    From
                    ------   -----    --    ----
                    2006-B   SL-M9    CCC   B/Watch Neg
   

                           Rating Lowered
         
                      Fremont Home Loan Trust

                                        Rating
                                        ------
                   Series    Class    To     From
                   ------    -----    --     -----
                   2006-B    SL-B1    D      CCC


              Ratings Placed On Creditwatch Negative
   
                      Fremont Home Loan Trust
       
                                        Rating
                                        ------
               Series    Class    To            From
               ------    -----    --            -----
               2004-A     B-3    BBB-/Watch Neg  BBB-
               2004-3     M10    BBB+/Watch Neg  BBB+
               2005-1     B-3    BB/Watch Neg    BB
               2006-1     B-3    BB/Watch Neg    BB


G-FORCE 2005: Fitch Affirms Low B Ratings on $77.4-Million Certs.
-----------------------------------------------------------------
Fitch has affirmed all classes of G-FORCE 2005-RR2 LLC, commercial
mortgage-backed securities pass-through certificates, series 2005-
RR2:

     -- $18.1 million class A-1 at 'AAA';
     -- $150.0 million class A-2 at 'AAA';
     -- $250.0 million class A-3FL at 'AAA';
     -- $50.0 million class A-4A at 'AAA';
     -- $58.5 million class A-4B at 'AAA';
     -- Interest-only class X at 'AAA'
     -- $64.9 million class B at 'AA';
     -- $47.4 million class C at 'A';
     -- $17.5 million class D at 'A-';
     -- $21.2 million class E at 'BBB+';
     -- $23.7 million class F at 'BBB';
     -- $31.2 million class G at 'BBB-';
     -- $20.0 million class H at 'BB+';
     -- $12.5 million class J at 'BB';
     -- $11.2 million class K at 'BB-';
     -- $12.5 million class L at 'B+';
     -- $11.2 million class M at 'B';
     -- $10.0 million class N at 'B-'.

Fitch does not rate the $76.7 million class O certificates.

G-FORCE 2005-RR2 is a static commercial mortgage-backed securities
-- CMBS -- resecuritization which closed
Aug. 24, 2005.  G Funds Asset Management, LLC, of which the sole
members are Capmark Investments, LP (rated 'CAM1' by Fitch) and
Goff Moore Strategic Partners, LP, serves as the collateral
administrator.

The affirmations reflect the expected performance of the
underlying collateral.  The certificates are collateralized by all
or a portion of 126 classes of fixed rate CMBS in 23 separate
underlying transactions and one whole loan REMIC.  Approximately
13.5% of the par value represents first loss classes within their
respective transactions.

Since Fitch's last review, 8.03% of the portfolio was upgraded and
0.46% was downgraded.  Based on Fitch's actual rating or on
Fitch's internal credit assessment for those classes not rated by
Fitch, the weighted average rating factor of the underlying bonds
has remained stable in the 'B+/B' category since last review, but
has worsened from the 'BB-/B+' category since issuance.

Since Fitch's last review in August 2006 (and as of the April 2007
trustee report), the transaction has been reduced by 5.7%, of
which 1.3% were realized losses to the class O and 4.4% were
repayments to the class A-1. Since issuance, realized losses of
$37.9 million (3.8% of the collateral) have been absorbed by the
class O and repayments of $72.2 million (7.2% of the collateral)
have lowered the class A-1 liabilities.  According to the asset
manager, additional losses are anticipated.  Taking into account
the current anticipated losses, the credit enhancement levels for
all classes are sufficient at this time to maintain the current
ratings.  If realized losses on the underlying collateral or the
pace of transfers to special servicing exceed Fitch's current
expectations, Fitch will revisit its ratings.

Delinquencies in the underlying transactions are as:

     -- 30 days (0.2%);
     -- 60 days (0.1%);
     -- 90 days or more (0.1%);
     -- foreclosure (0.2%) and
     -- REO (0.1%).

The total of 90+days, in foreclosure, and REO has declined by
80.2% between February 2006 and October 2006, but has increased by
33.8% between November 2006 and April 2007.

The ratings on the class A-1, A-2, A-3FL, A-4, and A-4B address
the likelihood that investors will receive full and timely payment
of interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date. The ratings
on the class B, C, D, E, F, G, H, J, K, L, M, N, and O address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.  The
ratings on the interest-only class X address only the likelihood
of receiving interest payments while principal on the related
certificates remain outstanding.


GENESCO INC: Intends to Shut Down 57 Underperforming Urban Stores
-----------------------------------------------------------------
Genesco Inc. disclosed plans to close or convert up to 57
underperforming stores, primarily in the Underground Station
Group.  The 57 targeted stores also include up to 8 urban stores
in the Hat World Group.  The company also said it has revised its
earnings outlook for the first quarter ended May 5, 2007.

The company said that it expects its earnings for the first
quarter ended May 5, 2007, to reflect fixed asset impairment
noncash pretax charges of $6.2 million to $7 million primarily
relating to stores included in the plan.  The company also expects
to incur pretax charges of $14 million to $15 million for
additional asset write downs, lease terminations, and other costs
related to the planned store closings over the next 18
months, primarily in the current fiscal year, subject to its
ability to negotiate acceptable lease terminations.  The stores
targeted for closure in the plan had an aggregate pre-tax
operating loss of $4.9 million and sales of approximately $22
million for the 12 fiscal months ended May 5, 2007.

Due to the expected impairment charges, weaker than expected
retail operating results, a slightly higher than expected
effective tax rate, and professional and other expenses incurred
in connection with an unsolicited acquisition proposal by Foot
Locker, Inc., the company has revised its earnings outlook for the
first quarter ended May 5, 2007.  The company said it now expects
to report earnings in the range of $0.09 to $0.12 per diluted
share for the quarter compared to the original guidance of $0.28
per share.  The revised guidance reflects an expected shortfall of
$0.01 to $0.02 per share related to operating performance compared
to the original guidance, asset impairment charges of $0.14 to
$0.16 per share and approximately $0.01 per share of incremental
income tax expense and unplanned costs incurred in connection with
the Foot Locker proposal.

"We remain confident that Underground Station is a viable concept
filling an underserved niche in the market," Genesco Chairman and
Chief Executive Officer Hal N. Pennington said.  "We believe that
closing these stores will allow us to focus on strengthening the
remaining stores and improve the prospects for a quicker
turnaround in the Underground Station business."

The company said that it expects to report same store sales growth
of approximately 3% for the Journeys Group and 4% for Johnston &
Murphy retail, and same store decreases of approximately -4% for
the Hat World Group and -22% for the Underground Station Group for
the quarter.

Genesco expects to announce first quarter results and hold its
quarterly conference call on Thursday, May 31, 2007.

                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,   
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection, and on Internet websites http://www.journeys.com/,   
http://www.journeyskidz.com/,http://www.undergroundstation.com/,    
http://www.johnstonmurphy.com/,http://www.lids.com/,    
http://www.hatworld.com/and http://www.lidscyo.com/. The    
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.

                          *     *     *

As reported in the Troubled Company Reporter on April 24, 2007,
Moody's Investors Service placed the ratings of Genesco Inc. on
review for possible downgrade following the announcement by Foot
Locker that it had made an unsolicited proposal to purchase all of
the outstanding shares of Genesco for $46 per share cash
representing a total consideration of approximately $1.2 billion.

These ratings are placed on review for possible downgrade:
corporate family rating of Ba3; probability of default rating of
Ba3; and convertible senior subordinated debentures of B1.

Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on specialty footwear and
headwear retailer Genesco Inc. on CreditWatch with developing
implications.  This rating action follows the announcement that
Foot Locker Inc. (BB+/Watch Neg/--) has launched a bid to acquire
Nashville, Tennesse-based Genesco for $1.2 billion.


GEORGE BOLLING: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: George Bolling
        1300 Reservoir Avenue
        Bridgeport, CT 06606

Bankruptcy Case No.: 07-50272

Chapter 11 Petition Date: May 16, 2007

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: (203) 268-5236

Total Assets: $3,631,900

Total Debts:  $3,476,449

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chase Home Finance               mortgage; value       $230,208
10790 Ranchardo Road             of security:
San Diego, CA 92127              $230,000

Bridgeport Tax Collector         taxes                  $58,279
45 Lyon Terrace
Bridgeport, CT 06604


GOODYEAR TIRE: Closes Common Stock Offering; Earns $834 Million
---------------------------------------------------------------
The Goodyear Tire & Rubber Company reported the closing of its
public offering of 26,136,363 million shares of its common stock,
including the fully exercised over-allotment option, at $33.00 per
share.  Including the exercise of the over-allotment option, the
net proceeds from the offering, after deducting underwriting
discounts and commissions, totaled approximately $834 million.

As reported in the Troubled Company Reporter on May 21, 2007,
Goodyear said it intends to use the net proceeds from the offering
to redeem approximately $175 million in principal amount of its
outstanding 8.625% senior notes due in 2011 and approximately
$140 million in principal amount of its outstanding 9% senior
notes due in 2015.  

The company expects to use the remaining net proceeds of the
offering for general corporate purposes, which may include, among
other things, investments in growth initiatives within the
company's core tire businesses and the repayment of additional
debt.

Deutsche Bank Securities, Citi and Goldman, Sachs & Co. served as
joint book-running managers of the offering.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest    
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Moody's Investors Service upgraded Goodyear Tire & Rubber
Company's Corporate Family Rating to Ba3 from B1 and maintained a
positive rating outlook.

Standard & Poor's Ratings Services placed its 'B+' long-term and
'B-2' short-term corporate credit ratings and certain other
ratings on Goodyear Tire & Rubber Co. on CreditWatch with positive
implications, reflecting the company's announcement that it
intends to issue common equity and use a substantial amount of
proceeds for debt reduction.


GREY WOLF: Shareholders Approve Capital Stock Increase
------------------------------------------------------
Grey Wolf Inc.'s shareholders approved a capital stock amendment,
recommended by the company's board of directors, at the meeting
held May 15, 2007.

The amendment increases the company's authorized capital stock
from 301,000,000 to 501,000,000 shares and to increase the number
of authorized shares of common stock from 300,000,000 to
500,000,000 shares.

The company said that the amendment received the affirmative "FOR"
vote by the holders of at 88% of the outstanding common stock
entitled to vote.

The company states that the amendment became effective upon the
filing with the Secretary of State of Texas of a Certificate of
Amendment on May 18, 2007.

A full-text copy of the Amended and Restated Articles of
Incorporation is available for free at:

                 http://ResearchArchives.com/t/s?1fe1

Houston, TX-based Grey Wolf Inc. -- http://www.gwdrilling.com/--   
through its subsidiaries, provides onshore contract drilling
services to the oil and gas industry.  It conducts its operations
primarily in drilling markets of Ark-La-Tex, Gulf Coast,
Mississippi/Alabama, south Texas, Rocky Mountain, and the Mid-
Continent markets in the United States.

                          *     *     *

Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Grey Wolf Inc., and revised its rating on the company's
3.75% Senior Unsecured Guaranteed Convertible Notes Due 2023 to B1
from Ba3.


GS MORTGAGE: S&P Rates $533.9 Million Class L Certificates at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Corp. II's
$7.408 billion pass-through certificates series 2007-EOP.
     
The preliminary ratings are based on information as of May 22,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the historical and projected
performance of the collateral, the experience and financial
strength of the sponsor and manager, the liquidity provided by the
trustee, the terms of the loan, and the transaction structure.  
Standard & Poor's determined that the loan has a debt service
coverage of 1.14x based on a 9.50% refinance constant, and a
beginning and ending LTV of 86.71%.
     
    
                   Preliminary Ratings Assigned
                  GS Mortgage Securities Corp. II
   
           Class     Rating        Amount     LTV     DSC
           -----     ------        ------     ---     ---
           A-1       AAA     $3,313,810,000  38.79%  2.55x
           A-2       AAA       $584,790,000  45.63%  2.17x
           A-3       AAA       $606,540,000  52.73%  1.87x
           B         AAA       $370,255,000  57.07%  1.73x
           C         AA+       $432,330,000  62.13%  1.59x
           D         AA        $220,002,000  64.70%  1.53x
           E         A+        $237,884,000  67.49%  1.46x
           F         A         $214,684,000  70.00%  1.41x
           G         A-        $142,388,000  71.67%  1.38x
           H         BBB+      $142,388,000  73.33%  1.35x
           J         BBB       $395,045,000  77.96%  1.27x
           K         BBB-      $213,582,000  80.46%  1.23x
           L         BB+       $533,953,390  86.71%  1.14x
     
                   *DSC - Debt service coverage.


GSV INC: Accumulated Deficit Stands at $38,713,500 as of March 31
-----------------------------------------------------------------
GSV Inc. reported total assets of $2,785,418, total liabilities of
$999,590, and total stockholders' equity of $1,785,828 as of March
31, 2007.  The company, however, reported strained liquidity with
total current assets of $252,292 and total current liabilities of
$799,590.  Accumulated deficit stood at $38,713,500 as of March
31, 2007.

The company reported net income of $23,754 for the first quarter
ended March 31, 2007, as compared with a net loss of $ 105,954 for
the first quarter ended March 31, 2006.  Revenues for the quarter
increased by $156,130, to $150,142 in 2007 from negative $5,988 in
2006.  This increase was due to the successful repair of the
Louisiana wells.

Loss from operations increased by $129,708 from a net loss of
$105,954 in the first quarter of 2006, to net income of $23,754 in
the first quarter of 2007.  

                  Liquidity and Capital Resources

Cash and cash equivalents as of March 31, 2007, were $122,334.  
Net cash provided by operations decreased by $62,958, from
$153,171 for the three months ended March 31, 2006, to $90,213 for
the three months ended March 31, 2007.  Net cash used by investing
activities during the three months ended March 31, 2007, was
$6,139.

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

                          About GSV Inc.

Based in Westport, Conn., GSV, Inc. (OTC BB: GSVI) --
http://www.gsv.com/-- is an oil and gas exploration company.
Through its subsidiary, Century Royalty LLC, the company holds
interests in certain oil and gas properties in Texas and
Louisiana.  The company recently acquired ownership participation
in a number of oil and gas prospects in Texas.

                        Going Concern Doubt

UHY LLP raised substantial doubt about GSV Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of Dec. 31, 2006.  UHY reported that the company
incurred recurring operating losses, and it has negligible working
capital at Dec. 31, 2006.  The auditing firm added that the
company's expected future sources of revenue will be derived from
its investments in oil and gas, however, the attainment of
profitability from these investments is not assured.  


HANCOCK FABRICS: Asks Court to Set Bar Date for Filing of Claims
----------------------------------------------------------------
Hancock Fabrics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to set a bar
date by which all creditors and certain interest holders must file
proofs of claim in their Chapter 11 cases.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix and may extend the time within
which proofs of claim or interest may be filed, Robert J. Dehney,
Esq., at Morris, Nichols, Arsht & Tunnell, LLP, in Wilmington,
Delaware, relates.

In addition, the Debtors ask the Court to establish a bar date
for creditors to file:

   (a) claims relating to the Debtors' rejection of executory
       contracts or unexpired leases pursuant to Section 365 of
       the Bankruptcy Code;

   (b) claims as a result of the Debtors' amendment of their
       Schedules of Assets and Liabilities; and

   (c) administrative expenses that accrued before June 4, 2007.

The Debtors also ask the Court to approve the form and manner of
notice of the Bar Dates, the proof of claim form and request for
payment of administrative expense claim form.

The Court will convene a hearing on June 4, 2007, at 10:00 a.m.
to consider the Debtors' request.  Any opposing party is required
to file a formal objection with the Court by May 25.

                         General Bar Date

The Debtors want the General Bar Date to be fixed 45 days after
the Bar Date Notice Package is mailed.

Governmental units will have until Sept. 17, 2007, to file
their claims against the Debtors.

The General Bar Date applies to all entities holding prepetition
claims, including secured, unsecured priority or unsecured non-
priority claims.

The Debtors propose that, subject to the provisions for holders
of claims subject to the proposed Rejection Bar Date, the
Schedules Bar Date, the Section 503(b)(9) Bar Date, and the First
Administrative Bar Date, these entities must file claims on or
before the General Bar Date:

   -- any entity whose prepetition claim against a Debtor is not
      listed in the applicable Debtor's Schedules or is listed
      as disputed, contingent or unliquidated in the Schedules,
      and that desires to participate or share in any
      distribution in the Debtors' cases; and

   -- any entity that believes that its prepetition claim is
      improperly classified or is listed in an incorrect amount
      in the Schedules, and that wants to have its claim allowed
      in a classification or amount other than that identified
      in the Schedules.

These persons or entities are not required to submit proofs of
claim:

   * any entity that has already properly filed a proof of claim
     against the Debtors for which no other or additional
     amounts or claims are sought;

   * any entity whose prepetition claim is not listed as
     "disputed," "contingent," or "Unliquidated" in the
     Schedules, and that agrees with the nature, classification
     and amount of its claim as identified in the Schedules;

   * any entity whose claim against a Debtor previously has been
     allowed by, or paid pursuant to, a Court ruling;

   * any of the Debtors that hold claims against one or more of
     the Debtors; and

   * any current or former equity security holder that seeks to
     assert only stock ownership interests.

                       Rejection Bar Date

The Debtors propose that for any prepetition claim relating to
the rejection of an executory contract or an unexpired lease, the
Rejection Bar Date will be the later of (i) the General Bar Date,
or (ii) 30 days after the effective rejection date.

                       Schedules Bar Date

The Debtors ask the Court to fix the Schedules Bar Date to the
later of (i) the General Bar Date, or (ii) 30 days after the date
that a notice of amendment to the Schedules is served on the
claimant.

The Debtors intend to retain their right to:

   * dispute or assert offsets or defenses against any filed
     prepetition claim or any prepetition claim listed in the
     Schedules as to nature, amount, liability, classification or
     otherwise;

   * subsequently designate any prepetition claim as disputed,
     contingent or unliquidated; and

   * add a claim to the Schedules, provided that if the Debtors
     amend the Schedules to reduce the undisputed, non-
     contingent and liquidated amount, to change the nature or
     classification of a prepetition claim, and add a claim to
     the Schedules, then the affected claimant will have until
     the Amended Schedule Bar Date and 30 days after the notice
     of amendment is served to file a proof of claim or amend a
     previously filed claim.

                     Administrative Bar Date

The Debtors ask the Court to fix as the Administrative Bar Date
45 days after the mailing of the Bar Date Notice Package.

Each entity asserting a claim against the Debtors that accrued
before June 4, 2007, and which is allegedly entitled to priority
treatment as an administrative expenses pursuant to Sections
365(d)(3), 365(d)(5), 503(b), 503(b)(9) and 507(a)(1) is required
to file a written request for payment of the Administrative
Expenses.

Entities holding or wishing to assert these types of
Administrative Expense against the Debtors need not file a
request for payment on or before the Administrative Bar Date:

   * any Administrative Expense in respect of which the claimant
     has already filed a formal request for payment with the
     Court;

   * any Administrative Expense of a person or professional
     retained or employed by the Debtors or the Official
     Committee of Unsecured Creditors pursuant to a Court order
     for compensation and reimbursement of expense;

   * any Administrative Expense that has been fixed and allowed
     by the Court; and

   * any Administrative Expense of the office of the U.S. Trustee
     in respect of a claim arising from fees due under Section
     1930 of the Judiciary and Judicial Procedures Code.

The Debtors will serve on all known entities holding potential
prepetition claims a notice of the Bar Date, a proof of claim
based on Official Form No. 10, and an Administrative Expense
payment request.

The Debtors intend to mail the Bar Date Notice Package within
10 days after entry of the Bar Date Order or the filing of the
Schedules.

The Debtors further propose that all entities asserting claims
against one or more than one Debtor file separate proofs of claim
or requests for Administrative Expense payment with respect to
each Debtor.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/ -- is a specialty       
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  

The Debtors exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 8,
http://bankrupt.com/newsstand/or 215/945-7000).  


HANCOCK FABRICS: Seeks $17,500,000 DIP Financing from Ableco
------------------------------------------------------------
Hancock Fabrics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for
authority to obtain postpetition loans, advances and other
financial accommodations of up to $17,500,000 from Ableco
Finance LLC, as lender and agent for itself and certain other
lenders.

As reported in the Troubled Company Reporter on April 25, 2007,
the Hon. Judge Brendan Linehan authorized the Debtors to borrow
and obtain loans and letters of credits of up to $105,000,000 from
Wachovia Bank N.A., and certain other lenders.

The Debtors, however, determine that they require an additional
postpetition credit facility to meet their working capital needs
in the ordinary course of business, Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware,
relates.

The Debtors have significant cash needs, Mr. Dehney informs the
Court.  "Access to sufficient credit in this critical time period
will enable the Debtors to purchase and compile inventory for
their upcoming busy season and to keep their retail stores and
other operations running smoothly."

Accordingly, the Debtors entered into a Loan and Security
Agreement with Ableco and certain other lenders, which provides
for a $17,500,000 term loan.

The Debtors' obligations under the Ableco Loan are guaranteed by
HF Enterprises Inc. and HF Resources Inc.

The Ableco Loan will mature on the earlier of:

   (i) May __, 2009 (exact date is not specified in the
       Ableco loan agreement);

  (ii) the confirmation of a plan of reorganization in the
       Debtors' cases; or

(iii) the last termination date set forth in an Ableco
       Financing Order yet to issued by the Court.

The Ableco Financing permits the Debtors to elect that the Term
Loan bear interest at a rate per annum equal to (i) 5% per annum
in excess of the Adjusted Eurodollar Rate or (ii) 2% in excess of
the Prime Rate.

In an event of default, the Term Loan will bear interest at the
rate of 5% per annum in excess of the Prime Rate for Prime Rate
Loans and 8% per annum in excess of the Adjusted Eurodollar Rate
for Eurodollar Rate Loans from and after the date of the
occurrence of an Event of Default and for as long as that Event
of Default is continuing.

As security for the Debtors' obligations under the Ableco
Agreement, Ableco will be granted perfected first priority
security interests in and liens upon all of the Debtors'
Collateral other than:

   -- Permitted Priority Liens;
   -- prior payment of the Carve-Out; and
   -- any actions maintained or taken pursuant to Sections 544,
      547, 548, 549, 550, 551 of the Bankruptcy Code.

The Collateral generally includes all of the Debtors' real or
personal property, and interests in real or personal property,
including all leasehold property interests existing as of
March 22, 2007.

The Permitted Priority Liens include, among others, the security
interests in and liens upon the Collateral in favor of Wachovia
and the Initial Lenders to secure the Wachovia DIP Financing.  
The Wachovia Liens and security interests and their priority will
remain in effect until all Wachovia Obligations have been repaid
in cash in full.

The Debtors' Obligations to Ableco will also constitute allowed
administrative expenses having priority over all administrative
expenses of and unsecured claims against the Debtors, subject
only to:

   (1) the U.S. Trustee fees and Carve-Out expenses, provided
       that the Carve-Out do not exceed $500,000 in the
       aggregate;

   (2) Wachovia's Superpriority Claim under the Existing DIP
       Order; and

   (3) the terms of an Intercreditor Agreement to be entered
       into among Ableco, Wachovia and the Debtors, that will
       provide for an agreement by Wachovia to maintain, at all
       times, reserves equal to $17,500,000, plus the amount of
       Professional Expenses Cap.

The Debtors also ask the Court to modify the automatic stay to
permit the Ableco Lenders to perform and exercise, enjoy and
enforce its rights, benefits, privileges and remedies under the
Ableco Loan Agreement.

A full-text copy of the 117-page Ableco Loan and Security
Agreement dated May 2007 is available for free at:

               http://researcharchives.com/t/s?1fdf
      
The Court will convene a hearing on June 4, 2007, at 10:00 a.m.
in Wilmington, Delaware, to consider approval of the Debtors'
request.

Any party who opposes the Debtors' request is required to file a
formal objection with the Court by tomorrow, May 25, 2007.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/ -- is a specialty       
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and 6 of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed $241,873,900 in total
assets and 161,412,000 in total liabilities.  

The Debtors exclusive period to file a chapter 11 plan expires on  
July 19, 2007.  (Hancock Fabric Bankruptcy News, Issue No. 8,
http://bankrupt.com/newsstand/or 215/945-7000).   


HAYES LEMMERZ: Rights Offering Expires, 3.2 Mil. Shares to be Paid
------------------------------------------------------------------
Hayes Lemmerz International Inc. disclosed that the rights
offering expired at 5:00 p.m., Eastern Daylight Time, on May 21,
2007.  The total number of shares subscribed for in the basic and
over-subscription privileges was 32,415,948 shares in excess of
the 55,384,615 shares offered in the rights offering to record
holders of the company's common stock as of April 10, 2007.  

Subscribers in the rights offering subscribed 52,167,917 shares of
the company's common stock at a subscription price of $3.25 per
share pursuant to their basic subscription privilege and
approximately 35,632,946 shares pursuant to their over-
subscription privilege.    
    
The 3,216,698 shares available to fill over-subscription requests
will be allocated among rights holders exercising their over-
subscription rights in proportion to the number of shares in their
basic subscription privileges.  The subscription agent will return
any excess payments for unfilled over-subscription requests,
without interest.
    
The rights offering is part of a recapitalization of the company
and its subsidiaries that includes:

   a) the tender offer and consent solicitation for the 10 1/2%
      Senior Notes due 2010 of HLI Operating Company Inc., an
      indirect subsidiary of the company; and

   b) a proposed new senior secured credit facility in the
      aggregate principal amount of $495 million that will be
      used, together with additional indebtedness of $175.5
      million, to refinance debt under the company's Amended and
      Restated Credit Agreement dated as of April 11, 2005, to pay
      related transaction costs, fees, and expenses, to provide
      working capital, and for other general corporate purposes.  

All of these transactions are expected to close Wednesday, May 30,
2007.
    
Headquartered in Northville, Michigan, Hayes Lemmerz International
Inc. (Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- global  
supplier of automotive and commercial highway wheels, brakes and
powertrain components.  The company has 30 facilities and
approximately 8,500 employees worldwide.

                          *    *    *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service raised to B3 from Caa1 the corporate
family and probability of default ratings of HLI Operating
Company, Inc., a wholly-owned subsidiary of Hayes Lemmerz
International, and changed the rating outlook to stable from
negative.

Moody's also assigned a B2 (LGD3, 33%) to new senior secured bank
facilities to be issued by HLI Operating Company, a B2 (LGD3, 33%)
to a secured term loan and synthetic letter of credit facility to
be issued by HLI Luxembourg S.a.r.l. and a Caa2 (LDG5, 87%) to new
senior unsecured notes also to be issued by HLI Luxembourg.


HOLLINGER INC: Lord Black Used "Trump" Card at 2003 Meeting
-----------------------------------------------------------
At a hearing on former Hollinger International Inc. Chairman,
Conrad Black's trial, Paul Healy, the company's former investor
relations chief, testified that Lord Black asked Donald Trump for
support during the 2003 shareholder meeting, according to various
reports.

According to Mr. Healy, Mr. Black had arranged for Mr. Trump to
receive a proxy for 100 shares for him to be able to appear at the
said meeting.

Mr. Trump, during the meeting, expressed his support to the
company and singled out his respect to both Mr. Black and David
Radler, Reuters reports.

Reuters relates that by putting Mr. Healy on the stand,
prosecutors hope to prove that Mr. Black, along with other former
executives, stole $60 million from the company, money that should
have gone to investors.

According to Bloomberg, Mr. Healy also testified that Mr. Black
played down investor concerns on issues facing the company and
even termed them, at a 2002 e-mail message, as an "epidemic of
shareholder idiocy."

                               Trial

As reported in the Troubled Company Reporter on March 21, 2007,
the trial is currently conducted at the U.S. District Court for
the Northern District of Illinois (U.S. v. Black, 05cr727).  

Mr. Black pleaded not guilty to 17 counts of fraud, money-
laundering, tax evasion, obstruction of justice and racketeering.  
Mr. Black, if found guilty, could face up to 101 years in jail,
$164 million in fines, and $92 million in possible forfeitures.

His co-accused are: former Hollinger Chief Financial Officer Jack
Boultbee, 63, of Vancouver; former Hollinger General Counsel Peter
Y. Atkinson, 59, of Toronto; and former Hollinger Corporate
Secretary Mark Kipnis, 60.

                             Odds

BetUS.com had said that the odds of Mr. Black being found guilty
on all charges was 2/1 with not guilty at 10/1.  BetUS further
said that the odds of Mr. Black being divorced before Dec. 31,
2008 was 5/1.

                        Ravelston's Plea

As reported in the Troubled Company Reporter on March 12, 2007,
Ravelston Corp. had pleaded guilty in a Chicago federal court to
fraud and agreed to pay a $7 million fine in connection with the
diversion of funds from Hollinger Inc.  An indictment handed down
in 2005 charged that the Ravelston and four company officers,
including Mr. Black, diverted $84 million from Hollinger Inc.

Mr. Black had unsuccessfully fought in the Canadian courts to
block Ravelston from pleading guilty.

Ravelston is in receivership in Canada with RSM Richter Inc.
serving as its Receiver.

                         About Ravelston

Ravelston Corp. is a privately-held Canadian corporation and
beneficially owns approximately 78% of Hollinger, Inc.'s stock.
Ravelston is the controlling shareholder of Hollinger, Inc.
Ravelston is owned and controlled by Conrad Black and David
Radler.  Mr. Black, through the Conrad Black Capital Corporation,
indirectly owns 65.1% of Ravelston.  Mr. Radler, through F.D.
Radler, Limited, indirectly owns 14.2% of Ravelston.  Mr. Black is
the Chairman and CEO of Ravelston while Mr. Radler is the
President.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately     
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a newspaper
publisher with assets, which include the Chicago Sun-Times and a
large number of community newspapers in the Chicago area.
Hollinger also owns a portfolio of commercial real estate in
Canada.

The company has recently sold its shares in La Republica newspaper
in Costa Rica for US$2 million in cash to SRB CR Limitada.  The
sale is expected to close in May.

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations
including: (1) a consolidated class action complaint filed in
Chicago, Illinois; (2) a class action lawsuit that was filed in
the Saskatchewan Court of Queen's Bench on Sept. 7, 2004; (3) a
$425,000,000 fraud and damage suit filed in the State of Illinois
by International; (4) a lawsuit seeking enforcement of a Nov. 15,
2003, restructuring proposal to uphold a Shareholders' Rights
Plan, a declaration that corporate by-laws were invalid and to
prevent the closing of a certain transaction; (5) a lawsuit filed
by International seeking injunctive relief for the return of
documents of which it claims ownership; (6) a $5,000,000 damage
action commenced by a lessor of an aircraft lease, in which
Hollinger was the guarantor; (7) an action commenced by the United
States Securities and Exchange Commission on Nov. 15, 2004,
seeking injunctive, monetary and other equitable relief; and (8)
investigation by the enforcement division of the OSC.


HOLLISTON MILLS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Holliston Mills, Inc.
        aka Industrial Coatings Group, Inc.
        aka ICG Holliston
        905 Holliston Mills Road
        Church Hill, TN 37642

Bankruptcy Case No.: 07-10687

Type of Business: The Debtor produces fabrics for various coating
                  applications.  See
                  http://www.icgholliston.com/index.html

Chapter 11 Petition Date: May 21, 2007

Court: District of Delaware (Delaware)

Debtor's Counsel: Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor, P.O. Box 391
                  Wilmington, DE 19899-0391usa
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Irving R. Boody                  trade                 $715,480
50 Broad Street
New York, NY 10004

W. Gamby & Company, Inc.         trade                 $543,732
1400 Broadway
10th Floor
New York, NY 10018

Sun Chemical Corp.               trade                 $404,245
P.O. Box 75023
Chicago, IL 60654

Laferney, Inc.                   trade                 $247,066

Air Products & Chemicals         trade                 $214,579

Central States Pension Fund      trade                 $185,270

Noveon, Inc.                     trade                 $128,661

Hawkins County Gas               trade                 $115,914

Hexion Specialty Chemicals,      trade                  $98,891
Inc.

Univar U.S.A.                    trade                  $96,886

Neenah Paper Sales, Inc.         trade                  $92,010

American Packaging Systems,      trade                  $73,589
L.L.C.

The Bailey Company, Inc.         trade                  $66,446

Applied Industrial Technology    trade                  $60,397

Averitt Express, Inc.            trade                  $59,768

Crowe, Chizek & Company,         services               $57,195
L.L.P.

Summers Hardware & Supply        trade                  $56,471

Dixie Dye, Inc.                  trade                  $55,594

Ashland Chemical                 trade                  $55,234

Iggesund Paperboard A.B.         trade                  $50,945


HUB INTERNATIONAL: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Hub International Limited.  

The rating agency has also assigned ratings to the credit
facilities and bonds to be issued in connection with the proposed
acquisition of Hub by funds advised by Apax Partners together with
Morgan Stanley Principal Investments in a transaction that values
Hub at approximately $1.9 billion.  The rating outlook for Hub is
stable.

The proposed financing arrangement includes:

   -- $100 million senior secured revolver (rated B2);
   -- $535 million senior secured term loan (rated B2);
   -- $140 million senior secured delayed draw term loan (rated
      B2);

   -- $395 million of senior unsecured notes (rated B3); and
   -- $395 million of subordinated notes (rated Caa1).

Net proceeds from the proposed financing will be used to repay
existing debt of about $160 million, to help fund the acquisition,
and to pay related fees and expenses.  Hub is offering the notes
only to qualified institutional buyers under Rule 144A of the
Securities Act of 1933.

According to Moody's, the ratings reflect Hub's solid market
position in North American insurance brokerage, its steady organic
growth and its healthy profit margins.  These strengths are offset
by the company's aggressive financial leverage and modest fixed
charge coverage on a pro forma basis following the acquisition,
and by the general softening of rates in the property & casualty
insurance market.  Hub is expected to continue its strategy of
expanding through a combination of organic growth and
acquisitions.  Moody's notes that this approach carries persistent
integration risk, although Hub has a favorable track record in
assimilating small and mid-sized brokers.

Moody's cited these factors that could lead to an upgrade of Hub's
ratings:

   (i) adjusted EBITDA coverage of interest consistently
       exceeding 2.0 times;

  (ii) free-cash-flow-to-debt ratio consistently exceeding 5.0
       percent; and

(iii) adjusted debt-to-EBITDA ratio consistently below 5.5
       times.

Moody's cited these factors that could lead to a downgrade of the
ratings:

   (i) adjusted EBITDA coverage of interest below 1.5 times;

  (ii) adjusted debt-to-EBITDA ratio above 7.0 times for an
       extended period, or

(iii) a prolonged period with no organic growth.

Hub, based in Chicago, Illinois, is a major North American
insurance broker providing diversified insurance and risk
management services through offices located in the U.S. and
Canada.  For the first quarter of 2007, Hub reported total
revenues of $172 million and net income of $25 million.
Shareholders' equity was $688 million as of March 31, 2007.


INDYMAC BANK: Moody's Rates Series A Preferred Stock at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to IndyMac Bank
F.S.B.'s issuance of Series A non-cumulative perpetual preferred
stock.  The rating considers IndyMac Bank's underlying Baa2 senior
unsecured rating as well as the relative priority of claim of the
preferred securities.

The securities will, in Moody's view, have sufficient equity-like
features which allow it to receive basket "D" treatment, i.e., 75%
equity and 25% debt, for financial leverage purposes.  The basket
allocation is based on these rankings for the three dimensions of
equity:

   (i) No maturity: Strong -- Series A Preferred Stock is
       perpetual, callable after 10 years, subject to a
       Replacement Capital Covenant.   The Covenant obligates
       IndyMac not to redeem or repurchase Preferred Stock
       unless it has previously issued qualifying new equity,
       which has been clearly defined to have equal or greater
       equity-like characteristics.  This Covenant initially
       runs in favor of a specified series of IndyMac Bank's
       indebtedness, other than the Preferred Stock ("Initial
       Covered Debt").  If no eligible debt exists at the
       IndyMac Bank level at a Covenant redesignation date,
       eligible debt at IndyMac Bancorp, the parent company, can
       be designated as Covered Debt.  IndyMac will receive an
       acceptable opinion from outside counsel regarding the
       enforceability of this Covenant in accordance with the
       laws of New York.

  (ii) No ongoing payments: Moderate -- Dividend payments can be
       optionally deferred and any deferred payments are non-
       cumulative and forgiven entirely.

(iii) Loss absorption: Strong -- Shares of the Series A
       Preferred Stock will rank senior to IndyMac Bank's common
       stock and equally with each other series of IndyMac
       Bank's preferred stock they may issue.

IndyMac Bank headquartered in Pasadena, California, had reported
total assets of $29.7 billion as of March 31, 2007.


INFOR GLOBAL: Agrees to Acquire Hansen Information Technologies
---------------------------------------------------------------
Infor Global Solutions Holdings Ltd. said it will acquire Hansen
Information Technologies, which will strengthen Infor's ability to
serve the growing public sector, specifically local government and
municipal authorities.

The combination of Hansen and Infor's existing government
solutions will establish Infor as a leading provider of enterprise
applications that serve the specialized needs of government
entities.  Upon the closing of the transaction, Infor will offer a
compelling combination of Human Capital Management, Revenue
Management, and Enterprise Asset Management to municipalities of
all sizes.

"Infor's strategy is to address markets where customers want
solutions with functionality and expertise specific to their
needs, rather than the generic products of the large horizontal
software providers," said Jim Schaper, chairman and CEO of Infor.
"Hansen provides software that is built for the unique needs of
state and local government.  Following the close of this
transaction, Infor will provide a complete offering of government-
specific solutions from a vendor that has the size and scale to be
a long-term strategic partner."

"I am impressed by Infor's track record of investing in the
solutions they acquire and the value they place on the people who
create and support those solutions," said Chuck Hansen, chairman
and CEO of Hansen.  "For our users, this means that they can
expect continued high levels of support as well as a renewed
commitment to the evolution of their products."

The company said that it is well positioned to increase market
share with Hansen in both large and small municipalities as they
address key initiatives, like managing large staffs of shift-based
and hourly employees through Workforce Management, revenue
recognition through effective Performance Management, Permitting
and Utility Billing, and reducing budget shortfalls through better
asset maintenance via Enterprise Asset Management.

                    About Hansen Technologies

Based in Rancho Cordova, California, Hansen Information
Technologies -- http://www.hansen.com/-- is a substantial  
provider of intelligent and adaptive solutions that manage the
transactions of government.  Hansen's integrated suite of
performance management solutions includes Enterprise Resource
Planning, Enterprise Asset Management, Building Permit, Business
Licensing, Business Intelligence, CIS Billing, Citizen
Relationship Management, Code Enforcement, Financials, GIS, HR and
Payroll, Property Tax, Timesheet Reporting, Transportation, and
Web Portal applications.  Major customers include 15 of the 25
largest city and county governments in the United States, and
government entities in Canada, Australia, New Zealand, South
Africa and the U.K., all markets where Infor has a substantial
presence.

                        About Infor Global

Based in Alpharetta, Georgia, Infor Global Solutions Holdings Ltd.
-- http://www.infor.com/-- provides applications that run  
virtually every aspect of a business, from enterprise resource
planning to the supply chain, customer relationship management and
financial systems.  Infor focuses on business-specific solutions,
which require less customization, provide more functionality and
result in lower cost of ownership.

                          *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's affirmed Infor Global Solutions Holdings Ltd.'s B3
corporate family rating.  The outlook is stable.


INFOR GLOBAL: Expects to Acquire Workbrain for $227MM by June 2007
------------------------------------------------------------------
Infor Global Solutions European Finance, SARL, an affiliate of
Infor Global Solutions Holdings Ltd., will acquire Workbrain
Corporation by June 2007, pursuant to a definitive agreement
between the parties.

Infor will acquire all of Workbrain's outstanding common shares at
a price of CDN$12.50 per share in cash pursuant to a statutory
plan of arrangement.  The transaction values Workbrain, on a fully
diluted basis, at approximately $227 million dollars.

This all-cash transaction for 100% of the company's common shares
represents a 25.6% premium over Workbrain's volume weighted
average share price on the Toronto Stock Exchange on Friday,
March 30, 2007, and a 40% premium over the volume weighted average
price for the most recent 30 trading days on the Toronto Stock
Exchange.

The transaction has been unanimously approved by Workbrain's Board
of Directors, which recommends that shareholders vote in favor of
the transaction.

"In just over seven years, Workbrain has built the leading
workforce management software company based on innovation and
attention to the customer.  Joining Infor will accelerate our
current momentum by providing us access to Infor's 70,000
customers and extensive global distribution network.  We believe
that all of our stakeholders will benefit from this combination,"
said David Ossip, CEO of Workbrain.

"Infor's successful business model combines the built-in business
experience of focused software providers like Workbrain with the
scale, stability and breadth of solutions of one of the largest
software providers," said Jim Schaper, Chairman and CEO of Infor.
"We will continue to invest and build upon Workbrain's solutions.  
Workbrain expands our current human capital management offering
with unmatched domain expertise in the areas of time and
attendance, scheduling, absence management and workforce
planning."

Mr. Roger Martin, the Chairman of the Board of Directors of
Workbrain stated, "We are extremely proud of the business that our
management team has been able to build, and the results that are
being delivered through this transaction to our shareholders.  
This announcement follows a comprehensive process which has been
supervised by our Board with the assistance of our financial
advisors."

Workbrain's Board of Directors was advised by Merrill Lynch and
Genuity Capital Markets, each of whom provided Workbrain's Board
of Directors with an opinion that the consideration to be received
by securityholders under the transaction is fair from a financial
point of view.   Stikeman Elliott LLP provided legal advice to
Workbrain.

Workbrain's CEO, David Ossip, and Alon Ossip, a Director of
Workbrain, have agreed to vote the 3,994,200 common shares that
they control in Workbrain, which represents approximately 22% of
Workbrain's issued and outstanding common shares, in favour of the
transaction.

The transaction is to be carried out by way of a statutory plan of
arrangement and will be subject to customary closing conditions,
including regulatory and security holder approval.  The
transaction is expected to close in June of 2007.

                      About Workbrain Corp.

Workbrain Corp. (TSX:WB) -- http://www.workbrain.com/-- is the  
only provider of Total Workforce Management.  Through its award-
winning Workbrain family of products, the company provides a total
suite of workforce management applications to help large
enterprises across multiple industries around the world meet the
complex challenge of planning, deploying, managing, and measuring
their workforce.  Workbrain Workforce Planning, Workforce
Scheduling, Time and Attendance, and Workbrain Intelligence
integrate seamlessly on a single, industry-standard, web-based
platform.

Approximately 3,000,000 employees around the world are managed by
Workbrain's Total Workforce Management applications every day
including British Airways, Target, RadioShack, Lifespan, and
General Mills.

                        About Infor Global

Based in Alpharetta, Georgia, Infor Global Solutions Holdings Ltd.
-- http://www.infor.com/-- provides applications that run  
virtually every aspect of a business, from enterprise resource
planning to the supply chain, customer relationship management and
financial systems.  Infor focuses on business-specific solutions,
which require less customization, provide more functionality and
result in lower cost of ownership.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's affirmed Infor Global Solutions Holdings Ltd.'s B3
corporate family rating.  The outlook is stable.


INFORMATION ARCHITECTS: Has $3,574,203 Equity Deficit at Dec. 31
----------------------------------------------------------------
Information Architects Corporation reported $1,826,651 in total
assets, $5,400,854 in total liabilities, and $3,574,203 in total
stockholders' deficit as of Dec. 31, 2006.

The company's balance sheet as of Dec. 31, 2006, also showed
negative working capital with total current assets of $29,210 and
total current liabilities of $5,400,854.  Accumulated deficit at
Dec. 31, 2006, stood at $79,559,249.  The company's ending cash
and cash equivalents as of Dec. 31, 2006, were a negative $30,787.

For the fiscal year 2006, the company had $503,470 in sales and
$620,106 in net loss, as compared with $561,318 in sales and net
loss of $3,193,428 in net loss for the fiscal year 2005.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1fe2

Headquartered in Ft. Lauderdale, Florida, Information Architects
Corporation (PNK: IACH.PK) -- http://www.ia.com/-- provides  
employment screening and background investigations software
application.


INTEGRATED MEDIA: Silberstein Raises Going Concern Doubt
--------------------------------------------------------
Ronald N. Silberstein, CPA, PLLC, of Farmington Hills, Michigan,
expressed substantial doubt about Integrated Media Holdings,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  Silberstein pointed to the company's limited revenue,
substantial losses from operations, and working capital and
stockholder deficits.

The company posted a net loss of $5,713,000 on revenues of
$1,504,000 for the year ended Dec. 31, 2006, as compared with a
net loss of $4,380,000 on revenues of $432,000 in the prior year.

The company's selling, general and administrative expenses grew to
$5,901,000 for the year ended Dec. 31, 2006, from $2,838,000 in
the prior year.

At Dec. 31, 2006, the company's balance sheet showed $5,018,000 in
total assets and $5,360,000 in total liabilities, resulting to
$342,000 in stockholders' deficit.  The company's Dec. 31, 2006
balance sheet also showed negative working capital with $628,000
in total current assets and $5,360,000 in total current
liabilities.

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

Headquartered in Atlanta, Georgia, Integrated Media Holdings, Inc.
(OTCBB: IMHI) -- http://www.i-mediaholdings.com/-- acquires,  
invests in, builds and operates innovative digital communications
and media technologies businesses.  The I-Media Group develops,
operates and integrates technologies and network infrastructure to
form a digital commerce EcoSystem that supports multiple forms of
distribution for entertainment, media, and communications services
over broadband.


IOOF HOME: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: I.O.O.F. Home of Ohio, Inc.
        404 East McCreight Avenue
        Springfield, OH 45503-3653

Bankruptcy Case No.: 07-32172

Type of Business: The Debtor owns and operates a nursing home.

Chapter 11 Petition Date: May 22, 2007

Court: Southern District of Ohio (Dayton)

Judge: Thomas F. Waldron

Debtor's Counsel: Roger E. Luring, Esq.
                  Miller & Luring Co., L.P.A.
                  314 West Main Street
                  Troy, OH 45373-3242
                  Tel: (937) 339-2627

Total Assets: $2,752,213

Total Debts:  $4,523,825

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capmark                          bank loan; value    $1,939,332
P.O. Box 93330                   of collateral:
Chicago, IL 60673-3330           $1,700,000;
                                 value of
                                 security:
                                 $3,639,332

Treasurer of the State                                 $174,175
of Ohio
Division of Compliance
P.O. Box 400
Reynoldsburg, OH 43068-0400

Endura Care                                            $103,017
P.O. Box 53064
Phoenix, AZ 85072-3064

Ohio Department of Taxation                             $94,765
P.O. Box 347
Columbus, OH 43216-0347

N.C.H. Healthcare, Inc.                                 $92,607

Columbia Gas of Ohio                                    $74,153

Ohio Bureau of Worker's                                 $45,542
Compensation

City of Springfield                                     $41,144

Lyceum Healthcare, Ltd.                                 $27,974

Wallace & Turner, Inc.                                  $21,261

Duvall & Associates, Inc.                               $18,256

Diller Medical, Inc.                                    $15,598

Heart to Heart Medical                                  $13,414
Services

Otis Elevator Company                                   $12,233

Stericycle                                               $8,500

Computer Free America, Inc.                              $8,177

Cole Action Harmon Dunn                                  $7,327

Attorney General of Ohio                                 $6,089

800 Paint Place                                          $5,981


JAMES SGRO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: James G. Sgro
        Sharon L. Sgro
        519 Oneida Valley Road
        Butler, PA 16001
        Tel: (724) 282-1871

Bankruptcy Case No.: 07-23183

Chapter 11 Petition Date: May 16, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Alan E. Cech, Esq.
                  10521 Perry Highway, Suite 115
                  Wexford, PA 15090
                  Tel: (724) 935-9119

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


LIFEPOINT HOSPITALS: Prices $500 Mil. of Convertible Senior Notes
-----------------------------------------------------------------
LifePoint Hospitals, Inc. has priced its $500 million aggregate
principal amount of 3.50% Convertible Senior Subordinated Notes
due May 15, 2014.  The company has also granted the underwriters
an over-allotment option to purchase up to $75 million of
additional notes on the same terms and conditions.

Under certain circumstances, the notes will be convertible at an
initial conversion rate of 19.3095 shares of the company's common
stock per $1,000 principal amount of notes, subject to adjustment.
This conversion rate is equivalent to an initial conversion price
of approximately $51.79 per share.  This represents an
approximately 36.50% premium to the last reported sale price of
the company's common stock on the NASDAQ Global Select Market on
May 22, 2007.  The conversion rate will be subject to adjustment
upon the occurrence of specified events.  Upon conversion, holders
will receive cash, and if applicable, shares of common stock of
the company.

The company intends to use the proceeds from the offering to repay
indebtedness under its revolving credit facility and term loan
facility.  The closing of the sale of the notes is expected to
occur on May 29, 2007, and is subject to the satisfaction of
customary closing conditions.

Based in Brentwood, Tennessee, LifePoint Hospitals, Inc. (NASDAQ:
LPNT) -- http://www.lifepointhospitals.com/-- is a hospital  
company focused on providing healthcare services in non-urban
communities in 19 states.  Of the company's 50 hospitals, 47 are
in communities where LifePoint Hospitals is the sole community
hospital provider.


LIFEPOINT HOSPITALS: Fitch Rates Proposed $500-Million Notes at B
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to LifePoint Hospitals
Inc.'s proposed $500 million senior subordinated convertible notes
issuance.  Proceeds from the issuance are expected to be used to
repay amounts outstanding under the existing revolver and term
loan.  Fitch has an Issuer Default Rating of 'BB-' for LifePoint.  
The Rating Outlook is Stable.

LifePoint's ratings reflect the sustainability and successful
execution of the company's rural-focused business model, strong
EBITDA margins and steady free-cash-flow balanced against
continued relatively high debt levels and persistent industry
pressures.  LifePoint has continued to improve credit metrics
through EBITDA generation and minor debt reduction; however, Fitch
expects the company will return to the acquisition market now that
the Province hospitals integration is essentially complete.  With
other industry players taking themselves out of the buying market,
it is likely that LifePoint will complete some level of
acquisitions in 2007.  Further concerns for the credit profile are
the persistent industry trends of stagnant volumes and growing bad
debt.

LifePoint had debt of $1.6562 billion outstanding at
March 31, 2007, with $189.3 million available under the credit
facility and $32.9 million balance sheet cash.  The credit
agreement for the $1.8 billion bank facility maturing 2012 ($1.45
billion T/L B, and $350 million revolver) and the indenture for
the existing $225 million convertible subordinated notes both
contain change of control provisions.  It is expected that the
indenture for the proposed notes will also contain change of
control language.

Latest 12 months ended March 31, 2007, EBITDA was $463 million,
with leverage (Total Debt/EBITDA) of 3.6 times and interest
coverage (EBITDA/Total Gross Interest) of 4.3x.  LTM free-cash-
flow (Cash flow from operations less capital expenditures and
dividends) was $73.2 million at March 31, 2007.

Fitch expects continued improvements in credit metrics throughout
2007, with acquisition activity in the back half of 2007,
predominantly cash funded.

LifePoint operates a portfolio of 51 general, acute care hospitals
in non-urban communities.  Forty-seven of the company's hospitals
are the sole community hospital provider in their respective
markets.


LNR CDO: Fitch Lifts Rating on $43,478,000 Class J to BB from B
---------------------------------------------------------------
Fitch upgrades 11 classes and affirms two classes of the notes
issued by LNR CDO 2003-1, Ltd. (LNR 2003-1):

     -- $99,160,000 class A floating rate notes, due 2018, affirm
        at 'AAA';

     -- $78,184,000 class B floating rate notes, due 2036, affirm
        at 'AAA';

     -- $34,000,000 class C-FL, due 2036, upgrade to 'AAA' from
        'AA';

     -- $9,860,000 class C-FX, due 2036, upgrade to 'AAA' from
        'AA';

     -- $5,000,000 class D-FL, due 2036, upgrade to 'AA+' from
        'AA-';

     -- $40,766,000 class D-FX, due 2036, upgrade to 'AA+' from
        'AA-';

     -- $48,000,000 class E-FL, due 2036, upgrade to 'A+' from
        'BBB+';

     -- $41,626,000 class E-FX, due 2036, upgrade to 'A+' from
        'BBB+';

     -- $6,000,000 class F-FL, due 2036, upgrade to 'A' from
        'BBB+';

     -- $44,724,000 class F-FX, due 2036, upgrade to 'A' from
        'BBB+';

     -- $12,204,000 class G, due 2036, upgrade to 'A-' from
        'BBB';

     -- $30,511,000 class H, due 2036, upgrade to 'BBB-' from
        'BB';

     -- $43,478,000 class J, due 2036, upgrade to 'BB' from 'B'.
   
LNR 2003-1 is a collateralized debt obligation, which closed
July 2, 2003.  It is supported by a static pool of commercial
mortgage-backed securities.  LNR Partners, Inc. ('CSS1' commercial
mortgage special servicer rating) selected the initial collateral
and serves as the collateral administrator.

The upgrades are driven primarily by the improved credit quality
of the portfolio and the seasoning of the collateral.  Since the
last review, 23.7% of the portfolio has been upgraded by a
weighted average of 1.4 notches, with no downgrades.  The weighted
average rating factor has improved to 'B+' as of the April 2007
trustee report from 'B+'/'B' at the last review.  All
overcollateralization and interest coverage ratios have remained
stable since inception.  Although 19.4% of the collateral consists
of non-rated first loss CMBS tranches, the transaction is
supported by a relatively large preference shares class.  The
credit enhancement to the class J notes is in excess of 33%.  The
current portfolio vintage distribution is concentrated in 2002 and
2003 assets, with 49% and 33% respectively.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.

The ratings on the class A, B, C-FL and C-FX notes address the
timely payment of interest and ultimate payment of principal.  The
ratings on the class D-FL, D-FX, E-FL, E-FX, F-FL, F-FX, G, H and
J notes address the ultimate payment of interest and ultimate
payment of principal.


LONG BEACH: Moody's May Downgrade B1 Rating After Review
--------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade one certificate from a Long Beach Mortgage Company deal
issued in 2003.  

The transaction is backed by primarily first lien adjustable and
fixed rate subprime mortgage loans originated by Long Beach.  The
master servicer on the deal is Long Beach.

The most subordinate class is placed on review for possible
downgrade because existing credit enhancement levels may be low
given the current projected losses on the underlying pools.
Overcollateralization has declined due to both stepdown and
losses, and in addition, the severity of loss on liquidated loans
has begun to increase.

Moody's complete rating actions are:

   * Issuer: Long Beach Mortgage Loan Trust

   * Review for downgrade:

     -- Series 2003-1; Class M-4, current rating B1, under
        review for possible downgrade.


M. FABRIKANT: Gets Court Nod to Sell Assets for $51.5 Million
-------------------------------------------------------------
M. Fabrikant & Sons Inc. obtained authority from the United States
Bankruptcy Court for the Southern District of New York to sell its
assets for $51.9 million, Bill Rochelle of Bloomberg News reports.

According to the report, a group of investors bought most of the
Debtor's assets, including inventory, for $41.5 million.  

The source also says that the Debtor's separate lot of inventory
was purchased by Surya Jewels for $10.4 million.

Earlier, the Honorable Stuart M. Bernstein extended M. Fabrikant
and its debtor-affiliates' exclusive periods:

   a) to file its reorganization plan until July 16, 2007, and
   b) to solicit votes of that plan until Sep. 15, 2007.

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

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The      
company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


MEDIRECT LATINO: March 31 Balance Sheet Upside-Down by $2,756,803
-----------------------------------------------------------------
Medirect Latino Inc. reported that as of March 31, 2007, it had
$4,135,625 in total assets, $6,892,428 in total liabilities, and
$2,756,803 in total stockholders' deficit.  The company's March 31
balance sheet also showed strained liquidity with total current
assets of $2,971,280 and total current liabilities of $2,142,428.

For the three months ended March 31, 2007, the company had a net
loss of $1,690,598 on gross sales of $2,049,220, as compared with
a net loss of $18,528,077 on gross sales of $2,084,676 for the
three months ended March 31, 2006.

During the nine month period ended March 31, 2007, we incurred a
net loss in the amount of $3,586,195 on gross sales of $6,066,121,
as compared with a net loss of $21,564,832 on gross sales of
$3,515,872.

For the period ended March 31, 2007, the company had $339,832 in
cash and $1,734,773 in net accounts receivable, with a total
liquidity of $2,074,605.  The company had an accumulated deficit
of $33,937,449 at March 31, 2007, up from $30,351,254 at June 30,
2006.

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

                    Loan and Security Agreement

On Dec. 8, 2006, the company became obligated under a Loan and
Security Agreement with Granite Creek Partners, a private
investment fund, for a facility totaling $8.25 million, of which
$4.75 million was received on Dec. 8, 2006, and the balance of
$3.5 million was to be received in two future tranches;
$1.75 million upon the hiring of a chief financial officer and,
$1.75 million upon the hiring of a chief executive officer, both
hires to be mutually acceptable to the Parties.  Per the
Agreement, the company hired a mutual acceptable CFO on March 26,
2007.

The company and the current Lenders amended the Agreement on April
20, 2007, whereby the lending group advanced $250,000 to the
company and shall reduce the Lenders obligation by a like amount
under the terms of the second tranche.  The company and the
Lenders are in on-going discussions in reference to the balance of
the second tranche.  There can be no assurances the company and
the Lenders will reach agreement on the balance of the funding.

                      About Medirect Latino

Headquartered in Pompano Beach, Florida, Medirect Latino Inc.
(Pink Sheets: MLTO) -- http://www.medirectlatino.org/ -- is an    
early stage company.  It is a federally licensed, direct-to-
consumer, participating provider of Medicare Part B Benefits
primarily focused on supplying diabetic testing supplies to the
Hispanic Medicare-eligible community domestically and in Puerto
Rico.  The company also distributes 'quality of life' enhancing
products like walking assistance devices, to customers who have
circulatory and mobility related afflictions resulting from
diabetes.  The company also maintains offices in San Juan, Puerto
Rico.

The company was formerly known as Interaxx Digital Tools Inc.,
one of four stand alone companies resulting from a second joint
plan of reorganization filed under Chapter 11 of the bankruptcy
code.  The reorganization was treated as a reverse merger and
subsequently, Interaxx Digital changed its name to Medirect
Latino Inc. as the new operating entity.


MERRILL LYNCH: S&P Lowers Rating on Class B-4 Certs. to B from BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-4 certificates from Merrill Lynch Mortgage Investors Trust
Series 2004-SL2 to 'B' from 'BB' and placed it on CreditWatch with
negative implications.  At the same time, S&P lowered its ratings
on the class B-1 and B-2 certificates from series 2003-WMC1.  The
ratings from series 2003-WMC1 will remain on CreditWatch, where
they were placed with negative implications Nov. 22, 2006.  In
addition, S&P affirmed its ratings on the remaining classes from
these transactions.
     
The downgrades and CreditWatch placements reflect actual and
projected credit support levels that are insufficient to maintain
the previous ratings.  The reduced credit support resulted from
realized losses that have eroded overcollateralization.  As of the
April 2007 distribution date, cumulative realized losses, as a
percentage of the original pool balances, were 1.54% for series
2003-WMC1 and 5.77% for series 2004-SL2.  The continuing losses
have prevented O/C levels from remaining at their target balances.  
For series 2003-WMC1, O/C is below its target balance of
$3,960,302 by approximately 45%.  For series 2004-SL2, O/C is
below its target balance of $12,160,000 by approximately 85%.  
Serious delinquencies (90-plus-days, foreclosures, and REOs), as a
percentage of the current pool balances, were 9.01% for series
2004-SL2 and 13.83% for series 2003-WMC1.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Credit support for these transactions is provided by a combination
of excess spread, O/C, and subordination.  The collateral
supporting these transactions consists of 30-year fixed- or
adjustable-rate mortgage loans secured by first or second liens on
one- to four-family residential properties.


        Rating Lowered And Placed On Creditwatch Negative
   
             Merrill Lynch Mortgage Investors Trust

                                     Rating
                                     ------
          Series      Class    To              From
          ------      -----    --              ----
          2004-SL2    B-4      B/Watch Neg     BB    


       Ratings Lowered And Remaining On Creditwatch Negative
   
              Merrill Lynch Mortgage Investors Trust

                                       Rating
                                       ------
            Series      Class    To              From
            ------      -----    --              ----
            2003-WMC1   B-1      A/Watch Neg     AA+/Watch Neg
            2003-WMC1   B-2      BB/Watch Neg    BBB-/Watch Neg    


                          Ratings Affirmed
   
              Merrill Lynch Mortgage Investors Trust

                  Series       Class      Rating
                  ------       -----      ------
                  2003-WMC1    S, M-2     AAA
                  2004-SL2     M-3        A-
                  2004-SL2     B-1        BBB+
                  2004-SL2     B-2        BBB
                  2004-SL2     B-3        BBB-


MERRILL LYNCH: Fitch Cuts Ratings on $44.4-Million Certificates
---------------------------------------------------------------
Fitch Ratings downgrades and assigns a Distressed Recovery rating
to these classes of Merrill Lynch Mortgage Investors, Inc.'s
mortgage pass-through certificates, series 1999-C1:

     -- $23.7 million class G to 'B-/DR1' from 'B';
     -- $20.7 million class H to 'C/DR5' from 'CC/DR3'.

Fitch also places one class on Rating Watch Negative:

     -- $7.4 million class F at 'A+'.

Fitch affirms these:

     -- $295.4 million class A-2 at 'AAA';
     -- Interest only class IO at 'AAA';
     -- $32.6 million class B at 'AAA';
     -- $26.7 million class C at 'AAA';
     -- $8.9 million class D at 'AAA';
     -- $20.7 million class E at 'AA'.

Fitch maintains the $3 million class J at 'C/DR6'.  Fitch does not
rate the $0.2 million class K, and class A-1 has been paid in
full.

The downgrades and Watch Negative placement are due to expected
losses on the assets in special servicing (11.4%), in addition to
the uncertainty surrounding the timing of the disposition of
assets that have been in special servicing for over 24 months. The
rating of class F will be revisited when more information becomes
available on the timing and expected losses of the assets.

Currently there are four assets (10.0%) and one loan (1.4%), where
the collateral has been liquidated, in special servicing. The
largest asset is an office building (3.8%) in Dallas, Texas, that
lost its sole tenant, causing physical occupancy to decline to
20%.  The loan is performing under a forbearance agreement that
expires in August 2007.

The next largest specially serviced asset is a real-estate owned
office building (3.4%) in Irving, Texas, that is being marketed
for sale.  The third is a multifamily property (1.4%) in New
Orleans, Louisiana, that was damaged as a result of Hurricane
Katrina.  The asset has been completely restored and is being
re-tenanted; current occupancy is 85%.

Finally, two unrelated loans are in special servicing due to
litigation between the trust and the respective borrowers.  One is
a medical office property (1.8%) in Beverly Hills, Calif.  The
collateral for the other loan has been liquidated; however, the
special servicer is pursuing funds in bankruptcy court.

As of the May 2007 distribution date, the deal has paid down 26%
to $439.3 million from $592.5 million at issuance.  In total, 17
loans (24%) have defeased, including two (7.8%) of the top 10
loans in the pool.


METRO ONE: Inks Deal to Issue & Buy Stock in a Private Transaction
------------------------------------------------------------------
Metro One Telecommunications Inc. had reached an agreement in
principle with two of its largest shareholders, Columbia Ventures
Corporation and Everest Special Situations Fund L.P., for the
issuance of up to $10 million of a new series of convertible
preferred stock, together with warrants to purchase convertible
preferred stock, in a private placement transaction.

The transaction is subject to completion of definitive documents
and board and shareholder approvals.  The net proceeds of the
transaction will be used for general corporate purposes.  It is
intended that the issuance of approximately $2.2 million of
convertible preferred stock with warrants in the first of a two-
step closing will occur later this month, with the issuance of the
balance of approximately $7.8 million of convertible preferred
stock with warrants, subject to shareholder approval, occurring
within the next three months.

The convertible preferred stock and warrants have not been
registered under the Securities Act of 1933, as amended or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States or to or for the benefit of U.S.
persons unless so registered except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable securities laws in other
jurisdictions.

                About Metro One Telecommunications

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq:INFO) -- http://www.metro1.com/-- is a developer and  
provider of Enhanced Directory Assistance and other enhanced
telecom services.  The company operates call centers in the United
States.  Metro One has handled over 300 million requests for
information over the past two years.

                       Going Concern Doubt

BDO Seidman LLP raised substantial doubt as to Metro One
Telecommunications Inc.'s ability to continue as a going concern
after auditing the consolidated balance sheet of the company and
its subsidiaries, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year
ended Dec. 31, 2006.  The company suffered recurring losses from
operations and loss of significant customers.


MGM MIRAGE: Elects Kenny C. Guinn to Board of Directors
-------------------------------------------------------
MGM MIRAGE disclosed in a press statement Tuesday that former
Nevada Gov. Kenny C. Guinn has been elected to the company's Board
of Directors.

"We are very pleased and honored to announce the addition of Kenny
Guinn to the MGM MIRAGE Board of Directors," said Terry Lanni,
Chairman and Chief Executive Officer of MGM MIRAGE.  "His vast
experience in both the public and private sector will serve as a
tremendous asset to the future direction of our Company."

Mr. Guinn served as Governor of the State of Nevada (1999-2006)
and President of the University of Nevada at Las Vegas (1994-
1995).  He was Chairman of the Board of Southwest Gas Company
(1993-1997) and Chairman and Chief Executive Officer of Southwest
Gas (1988-1993).  He was also President and Chairman of the Board
of PriMerit Bank (1987-1988), Vice President of Nevada Savings and
Loan (1978-1987) and Superintendent of Clark County School
District (1968-1978).

Mr. Guinn is retired and also serves on the board of the Service
1st Bank of Nevada, a recently formed banking corporation.

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It  
owns and operates 19 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.


MGM MIRAGE: Forms Committee to Review Bellagio & CityCenter Buyout
------------------------------------------------------------------
MGM Mirage's board had formed an independent committee to study an
offer by Kirk Kerkorian to purchase two of the company's prime
assets, the Associated Press reports.

According to the report, the board committee, made up of non-
management directors not affiliated with Mr. Kerkorian's Tracinda
Corporation, will study the matter and consider strategic
alternatives.

"There can be no assurances that this process will result in any
specific transactions," the company said in a statement cited by
AP.

Earlier, Mr. Kerkorian, who owns 56% of MGM Mirage shares through
Tracinda, said in a regulatory filing with the Securities and
Exchange Commission that it intends to enter into negotiations
with MGM MIRAGE to purchase the company's Bellagio Hotel and
Casino, and City Center properties.

In addition, Mr. Kerkorian also intends 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.

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It  
owns and operates 19 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.


MGM MIRAGE: Fitch Puts Ratings on WatchNeg. After Kerkorian News
----------------------------------------------------------------
Fitch has placed MGM MIRAGE's (NYSE: MGM) ratings on Rating Watch
Negative following Kirk Kerkorian's announcement that he intends
to explore purchasing MGM's Bellagio and CityCenter properties as
well as pursue strategic alternatives with respect to his
investment in MGM MIRAGE.  These ratings are affected:

     -- Issuer Default Rating 'BB';
     -- Senior credit facility 'BB';
     -- Senior notes 'BB';
     -- Senior subordinated notes 'B+';

Tracinda Corporation, which is Mr. Kerkorian's investment vehicle,
owns 56% of MGM MIRAGE's shares outstanding.  It noted in an SEC
filing that some of the strategic alternatives it may explore
include financial restructuring transactions involving all or a
substantial portion of the remainder of MGM.  MGM's Board of
Directors will begin its review of Kerkorian's announcement
following today's regularly scheduled annual shareholders meeting
and plans to respond in due course.

Fitch expects to resolve the Rating Watch Negative after gaining
clarity on the outcome of the situation and reviewing the
potential impact on MGM's credit.  While Tracinda's filing is
rather vague and it is too early to know what that potential
outcome will be, Fitch believes that it is likely any financial
restructuring would adversely affect MGM's credit profile, which
has already weakened since Fitch affirmed MGM's ratings last
December.


MGM MIRAGE: Tracinda's Plan Cues S&P's Negative Watch
-----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for MGM
MIRAGE, including the 'BB' corporate credit rating, on CreditWatch
with negative implications.

"The CreditWatch listing follows the announcement by Tracinda
Corp. (the majority shareholder of MGM MIRAGE) that it intends to
enter into negotiations with the company to purchase the Bellagio
Hotel and Casino and City Center properties," said Standard &
Poor's credit analyst Craig Parmalee.  Tracinda also has indicated
its wish to pursue strategic alternatives with respect 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 has responded that it will review Tracinda's
filing and respond in due course.
     
In resolving the CreditWatch listing, S&P will monitor future
developments pertaining to these announcements, and respond when
we are able to better assess any implications to MGM MIRAGE's
credit profile.


MIDWEST GENERATION: Debt Repayment Cues Fitch to Withdraw Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Midwest Generation LLC's
1ST priority term loan and 2nd priority senior secured note
ratings of 'BBB-' and 'BB+', respectively.  The rating action
reflects repayment of virtually all of the company's $1 billion
secured notes due 2008 and the term loan.  MWG's respective issuer
default and secured working capital facility ratings of 'BB' and
'BBB-' are unaffected by the rating action.  The Rating Outlook is
Stable.

Midwest Generation is one of the largest independent power
producers in the United States, producing enough electricity to
meet the needs of more than 8 million households.

Headquartered in downtown Chicago, Midwest Generation is a
subsidiary of Edison Mission Energy and part of the Edison
International family of companies, which is based in Rosemead,
California.  


MISSION ENERGY: Fitch Affirms, Withdraws Rating on $800MM Notes
---------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn Mission Energy Holding
Company's senior secured note rating of 'BB-' in the wake of the
repayment of virtually all of the company's $800 million 13.5%
senior secured notes due 2008.  MEHC's issuer default rating of
'BB-' is unaffected by the rating action.  The Rating Outlook is
Stable.


NETWOLVES CORP: Files for Chapter 11 Protection in Florida
----------------------------------------------------------
NetWolves Corporation and certain of its subsidiaries filed for
voluntarily petitions for reorganization under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of Florida.

The company has received preliminary commitments for debtor-in-
possession financing and continues to evaluate various
alternatives for additional funding.

The Debtors plan to use the "breathing room" made available by the
petitions to make arrangements to strengthen its core business and
business model, continue to enforce administrative cost reductions
while cleaning up outstanding litigation and restructuring its
debt.

As part of its commitment to the future, the company appointed
Scott Foote as its Chief Executive Officer.  Mr. Foote is the
former President of Norstan Network Services, Inc., acquired in
2002 by NetWolves generating approximately $1.5 million in
positive cash flow.  He has replaced Michael Rocque, who acted as
its Interim-CEO as elected by the board of directors.  Mr. Rocque
will continue on as an independent director of the company.

Mr. Foote stated, "Our immediate goal, for the company and all of
its subsidiaries, will be to continue to provide outstanding and
reliable services to our customers.  We are pleased to announce
that we have already been in contact with certain significant
customers who have agreed to continue with the company in support
of its decision.

"Although the Company has been moving steadily toward
profitability, after last week's 10QSB filing, certain press
reports were issued which inaccurately attributed statements to
the company about continued operations.  This resulted in the
company having certain vendors demanding significant reductions in
outstanding account balances and tightened credit terms.  We are
also involved in two litigations that are a drain on our
resources.  These factors and others made raising additional
working capital or loans without the protection afforded by a
Chapter 11 proceeding questionable and difficult."

Mr. Foote concluded, "We anticipate and expect to create a
business plan that will provide a workable financial scenario and
operational clarity for our customers, vendors and employees that
will allow our company to emerge from the Chapter 11 case as a
stronger and more viable competitor in the telecommunications and
Internet-managed services industry."

                      About NetWolves Corp.

Based in Tampa, Florida, NetWolves Corporation (Pink Sheets:WOLV)
-- http://www.netwolves.com/ -- is a telecommunications and  
Internet-managed services provider that delivers managed services
to more than 1,000 customers.  As a neutral FCC-licensed carrier
with a proprietary network communications and management
infrastructure, NetWolves provides a cost-effective, comprehensive
and reliable network communications service.  Some of NetWolves'
customers include General Electric, University of Florida, McLane
Company, JoAnn Stores and Marchon Eyewear.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.


NEW CENTURY: Selects PricewaterhouseCoopers as Accountants
----------------------------------------------------------
New Century Financial Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ PricewaterhouseCoopers LLC to provide them with
accounting advisory services or tax services, nunc pro tunc to
April 2, 2007.

On Feb. 12, 2007, the Debtors engaged PricewaterhouseCoopers
to provide accounting advisory services in connection with
the internal investigation of the Debtors' repurchase reserve,
residual interest in securitization valuations, and any other
matters identified by the audit committee of their board of
directors and their legal counsel.

PwC has developed a great deal of institutional knowledge
regarding the Debtors' operations, finance and systems, Monika L.
McCarthy, New Century's senior vice president and assistant
general counsel, tells the Court.  That experience and knowledge
will be valuable to the Debtors in their efforts to reorganize,
Ms. McCarthy says.

PwC's services will enable the Debtors to finalize the internal
investigation and respond to the inquiry made by the Securities
and Exchange Commission and the criminal inquiry made by the
United States Attorney's Office necessary to reorganize
successfully, according to Ms. McCarthy.

As accountant, PwC will:

   1) perform procedures and services at the direction of the
      audit committee to evaluate the current and historic
      records, controls and procedures used to determine (a) the
      reserve related to repurchase obligations, and (b) the
      valuation of pre-2003 residual interest in securitizations;

   2) gain an understanding of any changes to methodologies and
      the related basis for any changes in methodology, of the
      reserve calculation or residual interest in securitization
      valuations;

   3) conduct interviews of key personnel to (a) obtain
      explanations for the methodologies applied by the Debtors,
      and changes to those methodologies, to determine the
      repurchase reserve, and (b) identify changes that were
      executed in connection with the valuation of, and
      accounting for, the pre-2003 residual interest in
      securitization assets;

   4) perform analytical procedures to illustrate the possible
      impact that changes in the methodology, or the use of
      alternative data or assumptions, would have had on
      management's estimate of (a) the reserve related to
      repurchase obligations, and (b) the valuation of pre-2003
      residual interest in securitizations; and

   5) attend meetings with the audit committee, and, if required,
      representatives of the Securities and Exchange Commission
      and United States Attorney's Office to describe the
      procedures performed, and observations made.

Ms. McCarthy clarifies that PwC's services will not constitute an
audit or review of the annual or quarterly financial statements
of the Debtors as may be required from time, or advice and
assistance in the preparation and filing of financial statements
and disclosure documents required by the Securities and Exchange
Commission including Forms 10-K and Form 10-Q as required by
applicable law.  The services will also not include the audit of
any benefit plans as may be required by the U.S. Department of
Labor or the Employee Retirement Income Security Act, as amended.

PwC's customary hourly rates are:

          Partners                    $675
          Managing Director           $525
          Directors                   $425
          Managers                    $360
          Senior Associates           $225
          Associates                  $175

PwC partner Jeffrey R. Boyle assures the Court that his firm has
no connection with the Debtors, their creditors or other parties-
in-interest in the case; does not hold any interest adverse to
the Debtors' estates; and is a "disinterested person" as defined
within Section 101(14) of the Bankruptcy Code.

Mr. Boyle confirms that PwC is not owed any amounts with respect
to its prepetition fees and expenses.

According to Mr. Boyle, prior to the Petition Date, PwC received
roughly $785,000 from the Debtors for prepetition services
rendered and expenses incurred in advising the Debtors.

During the 90 days prior to the Petition Date, PwC received
roughly $1,517,000 from the Debtors for professional services
performed and expenses incurred.  Of the amount, $785,000 related
to services that, subject to Court approval, will continue after
the Petition Date.

PwC has already received payment on account of any Court-approved
fees and expenses that were accrued prepetition.  PwC will hold
any amounts received prepetition in excess of fees and expenses
that accrued prepetition, if any, and apply those excess amounts
towards fees and expenses that accrue postpetition.

                        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. 11; 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: Creditors Committee Turns to FTI for Financial Advice
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in New Century
Financial Corporation and its debtor-affiliates chapter 11 cases
asks the U.S. Bankruptcy Court for the District of Delaware to
approve the retention of FTI Consulting Inc. together with its
wholly owned subsidiaries, agents, independent contractors and
employees, as its financial advisor, nunc pro tunc to April 9,
2007.

Donald A. Workman of Fidelity National Information Services,
Inc., in its capacity as co-chairman of the Creditors Committee,
relates that the Creditors Committee is familiar with the
professional standing and reputation of FTI and its experience in
providing financial advisory services in restructurings and
reorganizations.

FTI will provide consulting and advisory services to the
Creditors Committee and its legal advisor, including:

   (a) assist and advice with respect to the Debtors' disposition
       of assets;

   (b) assist in the review of financial information distributed
       by the Debtors to creditors and others, including cash
       flow projections and budgets, cash receipts and ]
       disbursement analysis, analysis of various asset and
       liability accounts, and analysis of the proposed
       transactions for which Court approval is sought;

   (c) assist Creditors Committee in the review of financial-
       related disclosures required by the Court, including
       Schedules of Assets and Liabilities, Statement of
       Financial Affairs and Monthly Operating Reports;

   (d) assist in the review of the Debtors' proposed key employee
       retention, incentive and other critical employee benefit
       programs; and

   (e) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' Chapter 11 cases.

The Debtors will pay FTI $150,000 per month for the first three
months and $100,000 per month thereafter.  A completion fee of
$650,000, plus reimbursement of actual and necessary expenses
incurred by FTI, will be paid.

To the extent that FTI is requested to provide forensic and
litigation consulting services, FTI will be paid for the services
on an hourly basis, plus reimbursement of actual and necessary
expenses.  The firm's customary rates are:

              Senior Managing Directors    $525 - $700

              Directors/Managing Directors $350 - $590

              Consultants/Sr. Consultants  $215 - $420

              Administration/               $75 - $185
                 Paraprofessionals

Samuel E. Star, a senior managing director at FTI, relates that
the firm has provided and could reasonably expect to continue to
provide services unrelated to the Debtors' case for certain
parties-in-interest.

Mr. Star notes that before the Petition Date, FTI provided
assistance to New Century Mortgage Corporation, a Debtor-
affiliate, in analyzing its marketing database for purposes of
determining the class size in a potential lawsuit and measuring
potential exposure in a California wage rules lawsuit in 2006.  
The engagements were unrelated to the Debtors' Chapter 11 cases
and were terminated before the Petition Date.  FTI had incurred
$176,532 in aggregate fees and expenses, and received payment for
$134,620 for services rendered.  The remaining balance has been
written off.

Mr. Star discloses that George P. Stamas, Esq., a partner at
Kirkland & Ellis, which is representing Greenwich Capital
Financial Products, Inc., CIT Group/Business Credit, Inc., and
Citigroup Global Markets Realty Corp., is currently a member of
FTI's Board of Directors.

Mr. Stamas is in no way involved with the Kirkland & Ellis team
in these proceedings, nor does he have any professional
involvement in this matter in any capacity, Mr. Star assures the
Court.

FTI has performed in the past, and may perform in the future,
advisory consulting services for various attorneys and law firms,
some of whom may be involved in the proceedings, Mr. Star says.  
None of the relationships create interests materially adverse to
the Creditors Committee in matters upon which FTI is to be
employed, he adds.

                        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. 11; 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: Panel Balks at Reinstatement of Hartford Surety Bonds
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in New Century
Financial Corporation and its debtor-affiliates' chapter 11 cases
opposes the Debtors' motion to have the surety bonds issued by
Hartford Fire Insurance Company and its affiliates reinstated.

The Committee tells the U.S. Bankruptcy Court for the District of
Delaware that Hartford is trying to bootstrap its potentially
$21,000,000 prepetition unsecured claim into a postpetition claim
secured by cash collateral, liens and superpriority claims.  The
Committee doesn't think the Hartford deal represents an
appropriate use of estate assets.

The Committee also contends that reinstatement of the Hartford
bonds may no longer be needed.  The Committee explains that the
Debtors have solicited offers from alternative surety providers
and have received at least one competitive bid.  The quote is in
a reduced face amount and will require the Debtors to post only
$3,800,000 in cash collateral compared to the $5,000,000 Hartford
required.

The Committee also notes that the Debtors were unable to sell
their loan origination assets as a going concern, and roughly
$2,850,000 of the proposed reinstated bonds relate exclusively to
the loan origination business.

The Committee also asks the Court to require the Debtors to
provide sufficient procedures and safeguards governing the return
of the postpetition collateral and the payment of reimbursement
amounts to Hartford.

The Committee clarifies that it has not had any adequate
opportunity to assess any alternative proposals or their
potential impact on the Debtors' estate and creditors.  The
Committee reserves all rights with respect to the alternative
proposals.

                      Debtors Modify Request

After filing their request, the Debtors attempted to auction
their loan origination platform as a going concern but did not
attract any bidders.  As a result, the Debtors no longer need to
maintain licenses to support their loan origination business.  
This reduced the Debtors' bonding requirement from roughly
$6,900,000 to roughly $3,700,000, Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
relates.

The Debtors approached Hartford and its subsidiaries to revise the
Bond Reinstatement Agreement to reflect the Debtors' reduced need
for surety bonds.  Initially, Hartford was unwilling to reinstate
or extend the surety bonds after May 21, 2007, for less than
$5,000,000 in cash collateral.

Accordingly, the Debtors sought alternative sources of the surety
bonds needed to maintain the servicing platform licenses.  The
Debtors contacted bond brokers and surety companies and, through
a bond broker Willis of Arizona, Inc., located a viable and
superior alternative.  Bond Safeguard Insurance Company and Lexon
Insurance Company have agreed to provide the needed surety bonds
in exchange for a cash deposit equal to the face amount of the
bonds -- roughly $3,700,000 -- and an administrative claim, Mr.
Collins tells the Court.

In addition, the bonds that Bond Safeguard proposes to issue will
have a one year expiry date, which will give the Debtors greater
flexibility if the winner of the auction of their servicing
business needs to have the Debtors provide transition services
beyond September 21, 2007.

Since Bond Safeguard did not issue any prepetition bonds, its
proposal is not tied to providing support for any existing bonds.

The Debtors intend to continue to explore alternative approaches
with Hartford, Bond Safeguard, Willis and perhaps others, Mr.
Collins relates.  The Debtors have consulted with the Official
Committee of Unsecured Creditors regarding the developments and
will continue to work closely with the Committee.

Of paramount importance, the Debtors will do their utmost to
ensure that they maintain their bonding and therefore licenses
critical to closing a sale of their servicing business.

In this regard, the Debtors seek the Court's authority to enter
into agreements that provide the optimal means of obtaining the
bonds needed to operate their loan servicing business pending
sale, including agreements with Hartford or a superior
alternative, including agreements with Bond Safeguard.

If the Bond Safeguard alternative proves optimal, the Debtors
seek permission to enter into a Collateral Trust Agreement to
purchase the bonds, and a General Agreement of Indemnity.

The Debtors also want permission to post security for surety
bonds and credit.

The Debtors are continuing to work with state regulators to
ensure that bonds are needed to maintain licenses for the
servicing business in each of the applicable states.

The Debtors will surrender or terminate all other bonds that are
not necessary for them to remain licensed to service mortgage
loans in those states where a license is required.  

If Bond Safeguard's proposal is implemented, the Debtors'
obligations to reimburse Bond Safeguard for any draws under the
Bonds would be (i) entitled to administrative priority under
Section 364(b) and 503(b)(1) of the Bankruptcy Code, and (ii)
roughly $3,726,000 of cash will be deposited with Bond Safeguard
to support the Debtors' reimbursement obligations for any draws
under the Bonds.

                        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. 11; 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.


NORTEK INC: Weak Earnings Cue S&P's Negative Outlook
----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on building
products manufacturer Nortek Inc. to negative from stable.  All
ratings, including the 'B' corporate credit rating, on Nortek were
affirmed.
     
"The negative outlook reflects our concerns that weaker earnings
caused by the downturn in housing and cost pressures in
combination with ongoing debt-financed acquisition activity may
strain Nortek's financial risk profile and liquidity further than
we previously anticipated," said Standard & Poor's credit analyst
Pamela Rice.
     
The company is already highly leveraged, with total debt,
including holding company debt and other debt-like obligations, of
almost $2.1 billion at March 31, 2007, and debt to EBITDA of more
than 7x.
     
Ms. Rice said, "We expect that Nortek's credit measures will
remain under pressure until the housing market recovers.  With
limited opportunities for debt reduction over the next few
quarters, we could lower the ratings if earnings weaken further
than we expect, if liquidity narrows meaningfully, or if the
company steps up its growth activities with more sizable
acquisitions.  Further aggressive shareholder actions during the
downturn could also lead to a downgrade.  We could revise the
outlook to stable if the earnings diversity provided by Nortek's
business mix and its focus on cost improvements enable it to
weather the downturn with only a modest deterioration in its
financial risk profile."
     
Providence, Rhode Island-based Nortek's key product lines include:
kitchen range hoods and bath fans; heating, ventilating, and air
conditioning systems for site-built residential.


NORTHSTAR CBO: Inadequate Collateral Cues S&P to Cut Rating to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-2 notes issued by Northstar CBO 1997-1 Ltd., a high-yield CBO
transaction originated in 1997.  
     
The downgrade reflects factors that have negatively affected the
credit enhancement available to support the notes since the
previous rating action in December 2003.  The existing collateral
in this transaction will be inadequate to pay down the remaining
balance of the class A-2 notes.
   

                         Rating Lowered
    
                    Northstar CBO 1997-1 Ltd.

                       Rating
                       ------
                 Class   To    From     Balance
                 -----   --    ----     -------
                  A-2    D      CC     $65,506,000


NORTHWESTERN CORP: MPSC Says No to Babcock & Brown Buyout
---------------------------------------------------------
NorthWestern Corporation disclosed that the Montana Public Service
Commission has unanimously directed its staff to prepare a draft
order denying NorthWestern's sale to Babcock & Brown
Infrastructure Limited.

The draft order may be presented to the Commission for a vote
sometime in late June 2007.

"We are obviously disappointed by this development," said Mike
Hanson, president and CEO.  "However, we will wait until the
written order is issued before deciding on our next steps.  We
remain committed to this transaction and to working through the
process."

On April 25, 2006, NorthWestern and BBI announced that they had
reached a definitive agreement under which BBI would acquire
NorthWestern in an all-cash transaction at $37 per share.  Under
the agreement, the acquisition was subject to, among other
conditions, shareholder and regulatory approval.

                      About Babcock & Brown

Babcock & Brown Infrastructure -- http://www.bbinfrastructure.com/
-- (ASX: BBI) is a specialist infrastructure entity which provides
investors access to a diversified portfolio of quality
infrastructure assets.  BBI's investment strategy focuses on
acquiring, managing and operating quality infrastructure assets in
Australia and internationally.  BBI's portfolio is diversified
across two asset classes: Energy Distribution and Transmission and
Transport Infrastructure.

                        About NorthWestern

NorthWestern Corporation dba NorthWestern Energy, (Nasdaq:NWEC) --
http://www.northwesternenergy.com/-- is one of the largest  
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 640,000 customers in Montana,
South Dakota and Nebraska.

                          *      *      *

Northwestern carries Standard & Poor's BB+ Credit Rating which was
placed on April 7, 2006.  This rating was subsequently placed
under CreditWatch with Negative Implications on April 26, 2006.


NORTHWESTERN CORP: Babcock & Brown May Contest MPSC Rejection
-------------------------------------------------------------
Babcock & Brown Infrastructure Group intends to challenge the
decision of the Montana Public Service Commission denying its
acquisition of NorthWestern Corp., Bloomberg reports.

Voting 5-0, the commissioners said that the proposed acquisition
didn't offer any clear benefits for NorthWestern ratepayers.

Babcock & Brown disclosed on its site that the five commissioners
voted that the acquisition shouldn't proceed even if none of the
nine Montana intervenors had recommended outright rejection.

Babcock & Brown "is taking legal advice and is considering all
options..." Bloomberg relates citing Babcock & Brown CEO Steven
Boulton.

The MPSC's decision however, according to Babcock & Brown, doesn't
impact its distribution guidance of 14.25 cents per security for
full year 2007.

                      About Babcock & Brown

Babcock & Brown Infrastructure -- http://www.bbinfrastructure.com/
-- (ASX: BBI) is a specialist infrastructure entity which provides
investors access to a diversified portfolio of quality
infrastructure assets.  BBI's investment strategy focuses on
acquiring, managing and operating quality infrastructure assets in
Australia and internationally.  BBI's portfolio is diversified
across two asset classes: Energy Distribution and Transmission and
Transport Infrastructure.

                        About NorthWestern

NorthWestern Corporation dba NorthWestern Energy, (Nasdaq:NWEC) --
http://www.northwesternenergy.com/-- is one of the largest  
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 640,000 customers in Montana,
South Dakota and Nebraska.

                          *      *      *

Northwestern carries Standard & Poor's BB+ Credit Rating which was
placed on April 7, 2006.  This rating was subsequently placed
under CreditWatch with Negative Implications on April 26, 2006.


NOTIFY TECHNOLOGY: March 31 Balance Sheet Upside-Down by $807,691
-----------------------------------------------------------------
Notify Technology Corporation showed $1,534,895 in total assets,
$2,342,586 in total liabilities, and $807,691 in total
shareholders' deficit as of March 31, 2007.

The company's March 31 balance sheet also showed strained
liquidity with $1,436,856 in total current assets and $2,339,033
in total current liabilities.

The company showed a net loss for the fiscal quarter ended
March 31, 2007, of $142,936, compared to a net loss of $276,080
reported for the three month period ended March 31, 2006.  Total
revenues for the fiscal quarter ended March 31, 2007, were
$989,632, as compared with $886,806 for the fiscal quarter ended
March 31, 2006.

The total revenues for the three-month period ended March 31, 2007
still contained revenue from the service portion of the Visual Got
Mail Solution product line and was $89,060 in the three-month
period ended March 31, 2007, as compared with $211,023 in the same
period in the prior year.  The Visual Got Mail Solution service
was terminated on Feb. 28, 2007, as the result of our customer
merging with another entity.

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

"The Visual Got Mail Solution product line served us well over the
last few years but the real business of Notify is our NotifyLink
Enterprise product.  The growth in our wireless product revenue
this year continues to indicate that Notify's wireless products
are meeting success in the market," said Paul DePond, president of
Notify Technology.  "We will continue to increase the number of
email collaboration suites that we support with our NotifyLink
Enterprise solution throughout the coming year."

Headquartered in San Jose, California, Notify Technology
Corporation (OTC: NTFY) -- http://www.notifycorp.com/-- is a  
software company that develops mobility products for organizations
of all sizes.  Notify's wireless solutions provide secure
synchronized email and PIM access and management to any size
organization on a variety of wireless 2-way devices and networks.  
Notify sells its wireless products directly and through authorized
resellers internationally.


OUR LADY OF MERCY: Hires Neubert Pepe as Ombudsman Counsel
----------------------------------------------------------
Our Lady of Mercy Medical Center's Patient Care Ombudsman, Daniel
T. McMurray, obtained permission from the U.S. Bankruptcy Court
for the District of New York to hire Neubert, Pepe & Monteith,
P.C. as its Counsel, nunc pro tunc to April 5, 2007.

Neubert Pepe will:

      (a) Representing the Ombudsman in any proceeding or hearing
          in the Bankruptcy Court, and in any action in other
          courts where the rights of the patients may be litigated
          or affected as a result of the Case;

      (b) Advising the Ombudsman concerning the requirements of
          the Bankruptcy Code and Bankruptcy Rules and the
          requirements of the Office of the U.S. Trustee relating
          to the discharge of his duties under Section 333 of the
          Bankruptcy Code;

      (c) Advising and representing the Ombudsman concerning
          potential reorganization or sale of the Debtor's
          assets; and

      (d) Performing such other legal services as may be required
          under the circumstances of the Case in accordance with
          the Ombudsman's powers and duties as set forth in the
          Bankruptcy Code.

Neubert Pepe's current hourly rates are:

            Designation                 Hourly Rates
            -----------                 ------------
            Prinicipal                      $360
            Other Attorneys               $135-$325
            Paralegals                      $100

To the best of the Ombudsman's knowledge, Neubert Pepe does not
hold or represent any entity having adverse interest to the
Debtor, its creditors, or any other party-in-interest.

The firm can be reached at:

            Mark I. Fishman, Esq.
            Principal
            Neubert, Pepe & Monteith, P.C.
            195 Church Street, 13th Floor
            New Haven, CT 06510-2009
            Telephone: (203) 821-2000
            Fax: (203) 821-2009
            http://www.npmlaw.com/

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.


PACER INT'L: S&P Withdraws BB Credit Rating at Company's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit rating on Pacer International Inc. at the freight
transportation company's request.


PACIFIC LUMBER: Bankruptcy Court Sets July 17 Claims Bar Date
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas has approved Pacific Lumber Company and its debtor-
affiliates' request to establish:

   (a) July 17, 2007, as the deadline for filing proofs of claim
       based on prepetition debts or liabilities against the
       Debtors; and

   (b) August 17, 2007, as the deadline for all governmental
       units to file their proofs of claim in the Debtors' cases.

Rule 3003(3) of the Federal Rules of Bankruptcy Procedures
provides that the Court shall fix the time within which proofs of
claim and interest must be filed in a Chapter 11 case pursuant to
Section 501 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 3, 2007,
Joshua W. Wolfshohl, Esq., at Porter & Hedges, L.L.P., in
Houston, Texas, asserted that the fixing of July 17 as the Bar
Date will enable the Debtors to begin their initial analysis of
the creditor's claims in a timely and efficient manner.

Each proof of claim must be written in English, must be
denominated in United States dollars, must be in an amount
calculated as of the Petition Date, and must conform substantially
with the Proof of Claim Form or to Official Form 10.

Each person or entity that asserts a prepetition claim against the
Debtors must file an original, written proof of that claim so as
to be received on or before the Bar Date by Logan & Company Inc.,
the Debtors' claims and noticing agent.

The Proof of Claim form must be delivered by messenger or
overnight mail to:

      Logan & Company, Inc.
      Attn: Scotia Claims Processing Department
      546 Valley Road, Upper Montclair
      New Jersey 07043

Proofs of Claim sent by facsimile, telecopy, or e-mail
transmission will not be accepted.

Persons or entities not required to file a Proof of Claim on or
before the Bar Date include:

   -- Any person or entity that has properly filed with the Clerk
      of the Court or the Claims Agent a Proof of Claim against
      the applicable Debtors utilizing a claim form that conforms
      to Official Form No. 10;

   -- Any person or entity having a claim under Sections 503(b)
      or 507(a) of the Bankruptcy Code as an administrative
      expense of the Debtors' Chapter 11 cases;

   -- Any person or entity whose claim is listed on the Debtors'
      Schedules of Assets and Liabilities filed with the Court;

   -- Any of the Debtors having a claim against another Debtor;

   -- Any person or entity whose claim is not described as
      "disputed," "contingent," or "unliquidated;"

   -- Any person or entity who does not dispute the amount and
      manner of classification of their claim as set forth in
      the Schedules; and

   -- Any person or entity that holds a claim that has been
      allowed by a Court order entered on or before the Bar Date.

A person or entity holding a claim that arises from the rejection
of an executory contract or unexpired lease where the order
authorizing the rejection is dated on or before June 15, 2007,
will be required to file a proof of claim based on the rejection
on or before the Bar Date.  If a rejection order is dated after
June 15, the proof of claim must be filed on the Bar Date or 30
days after the effective date of the rejection.

The Debtors propose that all claimants asserting claims against
more than one Debtor be required to file a separate proof of
claim in the case of each Debtor.  Each claimant must identify
the particular Debtor case and case number in which their claim
is asserted on their proof of claim form.

Upon the Court's approval, the Debtors, with the assistance of
their Claims Agent, intend to serve by first class U.S. mail:

   -- a Notice of Deadline for Filing Proofs of Claim on all
      known creditors of the Debtors, and

   -- the Proof of Claim Form, which will state whether the
      creditors' claim is listed in the Schedules, the dollar
      amount of the claim, the Debtor for which the creditor's
      Claim is scheduled and whether the claim is listed as
      disputed, contingent or unliquidated.

                       About Pacific Lumber

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

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

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
16, http://bankrupt.com/newsstand/or 215/945-7000).  


PARMALAT SPA: Permanent Injunction Hearing Adjourned to June 21
---------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York adjourns the hearing to consider
entry of the Permanent Injunction of Parmalat S.p.A.'s Foreign
Debtors until June 21, 2007, at 10:00 a.m.

In the interim, the Preliminary Injunction is extended until
June 25, 2007.

Under the Preliminary Injunction Order, Judge Drain recognizes
Dr. Enrico Bondi, as Extraordinary Administrator of Parmalat
Finanziaria S.p.A., et al., as the exclusive "foreign
representative" of the Foreign Debtors within the meaning of
Section 101(24) of the Bankruptcy Code.  The Foreign Debtors are
subjects of a "foreign proceeding" within the meaning of Sections
101(23) and 304.

Judge Drain rules that all creditors of the Reorganized Parmalat
are, among others, enjoined from commencing or continuing any
action or legal proceeding, including by way of counterclaim,
against the Foreign Debtors or any of their subsidiaries or
affiliates or Reorganized Parmalat, or the proceeds thereof, and
from seeking discovery of any nature against the Foreign Debtors
or any of their subsidiaries or affiliates or Reorganized
Parmalat.

The Civil and Criminal Court of Parma will have exclusive
jurisdiction to hear and determine any suit, action, claim or
proceeding, other than the SEC Action, and to settle all disputes
which may arise out of the construction or interpretations of the
Italian Plan, as defined in the Section 304 Petition, or out of
any action taken or omitted to be taken by any person or entity
in connection with the administration of the Italian Plan.

Nothing in the Order is intended to limit the jurisdiction of any
court of competent jurisdiction in Italy dealing with the Foreign
Debtors or Reorganized Parmalat and any claims brought by Italian
Proceeding Creditors against the Foreign Debtors or Reorganized
Parmalat or any other person or entity.

Pursuant to Rule 7065 of the Federal Rules of Bankruptcy
Procedure, the security provisions of Rule 65(c) of the Federal
Rules of Civil Procedure will be waived.

        Objections to Proposed Permanent Injunction Order

Before Judge Drain's ruling, ABN AMRO Bank N.V., holder of a
promissory note guaranteed by Parmalat S.p.A., asked the Court to
deny or condition Parmalat's request for Permanent Injunction, on
the grounds that the claims process in the Italian proceeding is
prejudicial to it and other similarly situated creditors, and
does not provide for just treatment of creditors.

On ABN AMRO's behalf, Christopher J. Caruso, Esq., at Moses &
Singer LLP, in New York, asserted that Parmalat is relying on
"data certa" -- a provision of Italian law that is antithetical
to the principles of U.S. bankruptcy law -- to object to the
creditor's guarantee claim in the Italian proceedings despite the
fact that the guarantee is conspicuously dated and is governed by
New York law.  Moreover, the Italian courts have refused to
permit ABN AMRO to introduce additional evidence to prove that
the Guarantee date is correct.

ABN AMRO insisted that the Bankruptcy Court should either
condition its grant of permanent injunctive relief on Parmalat's
agreement to withdraw its data certa objection to ABN's guarantee
claim, or deny Parmalat's request for a permanent injunction so
creditors' claims can be resolved fairly in appropriate forum and
pursuant to the proper law.

In addition, BankBoston N.A., FleetBoston Financial, Bank of
America Corporation, Bank of America National Trust & Savings
Association, Banc of America Securities LLC, and Bank of America,
N.A., stated that, if the Bankruptcy Court is inclined to grant
any permanent injunctive relief to Parmalat, the scope of the
proposed Permanent Injunction is impermissibly broad and should
be narrowed or clarified.

The Bank opposed entry of the proposed Permanent Injunction to
ensure that:

   (i) the "unfair and prejudicial" data certa objections to the
       allowance of claims are withdrawn and resolved;

  (ii) any permanent injunctive relief is limited to recognizing
       the terms of the Composition in the U.S. and does not
       create substantive rights that the Foreign Debtors did
       not receive under Italian law; and

(iii) the proposed Permanent Injunction does not contravene the
       Withdrawal Order by affecting any of the Bank's rights in
       the District Court Litigation.

                  Dr. Bondi Addresses Objections

Representing Dr. Bondi, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges LLP, in New York, stated that the Foreign
Debtors' Italian proceedings are clearly worthy of comity and the
relief requested since Italy's bankruptcy system comports with
U.S. standards of fundamental fairness.

Ms. Goldstein said BANA lacks standing to object because the
District Court has withdrawn the reference with respect to its
claims.

Ms. Goldstein added that the data certa principle does not render
the Italian proceedings unfair or unworthy of Section 304 relief.
As an initial matter, she said, no critique of data certa will
change the fact that BANA and BankBoston's claims are being
challenged on multiple grounds that no resolution of the data
certa objections could ensure admission of those claims.

Because BofA acknowledges that those non-data certa defenses
should be adjudicated in Italy, its assault on data certa is a
diversion designed to obfuscate the issues, Ms. Goldstein noted.

Ms. Goldstein also pointed out that BofA failed to demonstrate
that Italian law or the principle of data certa is repugnant to
U.S. policy.

"Unlike any other creditor appearing in these 304 proceedings,
Bank of America is the subject of a $10,000,000,000 lawsuit by
the Foreign Debtors in the District Court; and, unlike any
creditor with whom the Foreign Debtors have settled, BankBoston's
claims are subject to clawback claims by Dr. Bondi," Ms.
Goldstein asserted.

Furthermore, in a separate filing, the Foreign Debtors addressed
the objections filed by the Bingham Noteholders; the Pension
Benefit Guaranty Corporation; Grant Thornton International; the
lead plaintiffs for the putative class in the securities fraud
litigation pending before the United States District Court for
the Southern District of New York; and Israel Discount Bank of
New York.

In February 2007, the Bingham Noteholders opposed the entry of
the Permanent Injunction based on the belief that their agreement
with the Foreign Debtors relating to the admission of certain
conditionally admitted claims had fallen apart due to a dispute
relating to the admission of other claims asserted under Article
2362 of the Italian Civil Code.

In the Foreign Debtors' Feb. 22, 2007 reply and at the Feb. 27,
2007 status conference, the parties had pursued a potential
settlement of the 2362 Claims but, ultimately, the Foreign Debtors
determined that a settlement could not be justified in light of
recent Italian court decisions that question the propriety of
Article 2362 claims.

Therefore, Ms. Goldstein said, as to the Bingham Noteholders'
Objection, there is no basis for the Bankruptcy Court to permit
the noteholders to litigate the 2362 Claims in the U.S., as those
Claims are already pending before the Parma Court.

Ms. Goldstein also stated that PBGC's reliance on the provisions
of Sections 524(e), 1123 and 1141 of the Bankruptcy Code as
grounds for objecting to the issuance of the Permanent Injunction
is inapposite because the provisions have no application in a
Section 304 case.

Moreover, Grant Thornton and the Plaintiffs filed their limited
objections out of the abundance of caution to confirm that the
Permanent Injunction does not impact matters withdrawn from the
Bankruptcy Court by the District Court.

According to Ms. Goldstein, the Foreign Debtors and IDB are in
the process of finalizing the terms of a settlement agreement
with respect to IDB's claims filed with the Parma Court.
Consequently, IDB has agreed to support entry of the Permanent
Injunction.

                          About Parmalat

Based in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/
-- sells nameplate milk products that can be stored at room
temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads,
pizza, snack foods and vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represent the Debtors.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  The U.S. Debtors emerged from bankruptcy on April 13,
2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Parmalat Capital Finance
Ltd., Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose
vehicles established by Parmalat S.p.A.

The Finance Companies are under separate winding up petitions
before the Grand Court of the Cayman Islands.  Gordon I. MacRae
and James Cleaver of Kroll (Cayman) Ltd. serve as Joint
Provisional Liquidators in the cases.

On Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey,
Gordon, Herlands Randolph, represent the Finance Companies in
the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.

(Parmalat Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


PAYLESS SHOESOURCE: To Buy Stride Rite for $800 Million in Cash
---------------------------------------------------------------
Payless ShoeSource, Inc. and The Stride Rite Corporation signed a
definitive agreement by which Payless will acquire Stride Rite,
which owns or licenses such key upscale brands as Stride Rite(R),
Keds(R), Sperry Top-Sider(R), Tommy Hilfiger Footwear(R),
Saucony(R) and Robeez(R), for approximately $800 million plus the
assumption of Stride Rite debt.  The all-cash offer of $20.50 per
share represents a 32% premium over Stride Rite's average stock
price over the past 90 days and was approved unanimously by the
boards of directors of both companies.

Concurrent with the closing of the transaction, Payless ShoeSource
intends to rename the company Collective Brands, Inc. and, as a
holding company, will operate three standalone business units.

Collective Brands is expected to have stronger growth potential
than either Payless or Stride Rite alone as a result of a strong
portfolio of well-known footwear, lifestyle and athletic brands
and competitive advantages stemming from increased scope and
scale.

The new Collective Brands holding company will operate a powerful
business model with leading retail, wholesale, licensing and e-
commerce channels. The three highly complementary and separate
business units have distinct missions in terms of their product
offering, distribution channels, and target customer base:

   * Payless stores, focusing on democratizing fashion and design
     in footwear and accessories through its nearly 4,600 store
     retail chain;

   * Stride Rite, centering on lifestyle and athletic branded
     footwear and high-quality children's footwear sold primarily
     through wholesaling arrangements and more than 300 Stride
     Rite store locations; and,

   * Collective Licensing International, specializing in brand
     management and global licensing of its expanding portfolio of
     youth, lifestyle and high-quality fashion athletic brands.

                     Terms of the Transaction

Under the terms of the transaction, Payless ShoeSource would
acquire all of the outstanding shares of Stride Rite for
approximately $800 million plus assumed debt.  The acquisition
will be financed through existing cash resources and committed new
financings.  Collective Brands will be built on the foundation of
each company's individual core competencies and outstanding
heritage.  It will enjoy several competitive advantages:

   * The ability to target specific customer segments with branded
     products offered at a range of price points through the
     highly respected Payless and Stride Rite retail store chains
     and a vibrant wholesale distribution channel.

   * The preeminent position in children's footwear both at the
     premium and moderate level.

    * A stronger, more efficient organization with the scope and
      scale to manage all aspects of getting to market -- from
      interpretations of emerging trends through design,
      development, sourcing, logistics and distribution.

Following completion of the transaction, Matt Rubel, Payless'
Chief Executive Officer and President, will serve as CEO of
Collective Brands, Inc. overseeing the business units.  Collective
Brands, Inc. will remain listed on The New York Stock Exchange
and, along with Payless ShoeSource, have its headquarters in
Topeka, Kansas; Stride Rite's headquarters will remain in
Lexington, Massachusetts; and Collective Licensing will continue
to be headquartered in Denver, Colorado.  Each of the individual
operating units will retain their own names, identities and
discrete operations.

"This transaction is squarely on strategy and driven by its strong
growth potential," Mr. Rubel said.  "Through this acquisition and
as indicated by the change in our name, we are creating a leading,
innovative global footwear, accessory and lifestyle brand company
that is well positioned to grow in both our key domestic and
international markets.  Together we can provide the customers,
employees and business partners of all three business units with
greater opportunities, and investors with enhanced value."

"We believe this is the right strategic decision for Stride Rite's
shareholders, customers, and employees," David Chamberlain,
Chairman and CEO of The Stride Rite Corporation, said.  "This
transaction will create substantial value for Stride Rite
shareholders, provide significant supply chain efficiencies and
greater resources to grow our business as a separate unit within
the holding company structure, and open up new opportunities for
our talented employees as part of a larger and more diversified
organization."

Citi and Financo, Inc. are the financial advisors to Payless, and
Sullivan & Cromwell is the company's legal advisor.  Goldman Sachs
is the financial advisor to Stride Rite and Goodwin, Procter is
its legal advisor.

                        About Stride Rite

Based in Lexington, Massachusetts, The Stride Rite Corporation
(NYSE:SRR) -- http://www.strideritecorp.com/-- markets children's  
shoes in the United States.  Other footwear products for children
and adults are marketed by the company under well-known brand
names, including Keds, Sperry Top-Sider, Tommy Hilfiger Footwear,
Saucony, Grasshoppers, Robeez, Munchkin, Spot-bilt.  Apparel
products are marketed by the company under the Saucony and Hind
brand names.

                     About Payless ShoeSource

Headquartered in Topeka, Kansas, Payless ShoeSource, Inc.
(NYSE:PSS) -- http://www.payless.com/-- retails footwear in the  
Western Hemisphere.  The company is dedicated to democratizing
fashion and design in footwear and accessories and inspiring fun,
fashion possibilities for the family at a great value.  As of the
end of the fourth quarter 2006, the company operated a total of
4,572 stores.

                          *     *     *

Payless ShoeSource's 8-1/4% Senior Subordinated Notes due 2013
holds Moody's Investors Service's and Standard and Poor's single-B
rating.


PHILLIP PAK: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Phillip M. Pak
        aka Mun Ki Pak
        Kang I. Pak
        100 Harborview Drive, Suite 501
        Baltimore, MD 21230

Bankruptcy Case No.: 07-14394

Chapter 11 Petition Date: May 15, 2007

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $1,744,363

Total Debts:  $1,511,462

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chevy Chase Bank                                        $14,935

Palace Resort, Inc.                                     $14,000

Chase                                                   $12,500
P.O. Box 15153
Wilmington, DE 19886-5153

G.M. Card                                               $11,500
P.O. Box 98706
Las Vegas, NV 89193

Bank of America                                          $9,559

Trenton Property Services,                               $1,675
Inc.

Audi Financial Services          value of                  $920
                                 security:
                                 $11,080

Internal Revenue Service                                   $638

Baltimore Gas Electric Co.                                 $623

Verizon                                                    $260

Howard County Director of                                   $83
Finance


PRO-BUILD HOLDINGS: Weak Performance Cues S&P to Cut Rating to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on building materials supplier Pro-Build Holdings Inc. to
'B+' from 'BB'.  The ratings remain on CreditWatch with negative
implications, where they were placed on May 11, 2007.
     
"The two-notch downgrade and continued CreditWatch listing
reflects our expectation that, given the high likelihood that both
residential construction and wood commodity prices will remain
pressured during the remainder of 2007, the company's overall
financial profile is likely to weaken materially to a level that
would no longer be consistent with the former rating," said
Standard & Poor's credit analyst Sean McWhorter.
     
The action followed a sharp deterioration in the company's
operating performance during 2006 that was significantly weaker
than expected.
     
The company is negotiating with its lenders to waive covenant
violations that are expected for the first few quarters of 2007.
     
In resolving the CreditWatch listing, we will focus on the
company's near-term operating and financial strategies, including
the challenging operating environment, as well as an assessment of
its liquidity position and negotiations with the bank.
     
Pro-Build is the largest U.S. distributor of building materials to
professional builders.


REMINGTON ARMS: Gets Requisite Consent from 10-1/2% Noteholders
---------------------------------------------------------------
Remington Arms Company, Inc., reported that in connection with the
consent solicitation that it commenced on May 1, 2007 relating to
the $200 million principal amount of its 10-1/2% Senior Notes due
2011 (CUSIP No. 759576AE1), it has received the required
percentage of consents necessary to amend the indenture governing
the Notes.

As of 5:00 p.m., New York City time, on May 17, 2007, the company
had received consents from holders of Notes representing a
majority of the principal amount of outstanding Notes, excluding
Notes owned by the company or its affiliates.

If all conditions to the Consent Solicitation are satisfied,
holders of Notes who validly delivered, and did not validly
revoke, their consents by 5:00 p.m., New York City time, on
May 17, 2007 are entitled to an early consent fee equal to $7.50
per $1,000 principal amount of Notes in respect of which consents
were validly delivered and not revoked.

If all conditions to the Consent Solicitation are satisfied,
holders of Notes who validly deliver their consents after
5:00 p.m., New York City time, on May 17, 2007 but on or prior to
5:00 p.m., New York City time, on May 21, 2007 are entitled to a
late consent fee equal to $2.50 per $1,000 principal amount of
Notes in respect of which consents are validly delivered.

Payment of applicable consent fees will be made promptly after
each of the conditions set forth in the Consent Solicitation is
satisfied or waived, including the condition that the closing of
the acquisition of the company's sole stockholder, RACI Holding,
Inc., by American Heritage Arms, LLC, an affiliate of Cerberus
Capital Management, L.P., shall have occurred.  The company will
not be required to pay any consent fees unless such conditions are
satisfied or waived.

Last week, the company, RA Brands, L.L.C. and U.S. Bank National
Association executed a Supplemental Indenture that gives effect to
the amendments described in the Consent Solicitation Statement,
dated May 1, 2007, as supplemented by the Supplement, dated
May 16, 2007.

These amendments, which will amend the existing indenture
governing the Notes, will become operative after each of the
conditions set forth in the Consent Solicitation, including the
closing of the Transaction, is satisfied or waived.

Credit Suisse Securities (USA) LLC is serving as the exclusive
Solicitation Agent for the Consent Solicitation.  The Information
Agent is D.F. King & Co., Inc.  Any questions or requests for
assistance or additional copies of documents, including the
Consent Solicitation Statement and the Supplement, may be directed
to the Information Agent toll free at (800) 431- 9633 (banks and
brokers call collect at (212) 269-5550).

                       About Remington Arms

Headquartered in Madison, North Carolina, Remington Arms Company,
Inc. -- http://www.remington.com/-- designs, produces and sells  
sporting goods products for the hunting and shooting sports
markets, as well as solutions to the military, government and law
enforcement markets.  Founded in 1816 in upstate New York, the
company is one of the nation's oldest continuously operating
manufacturers.  The company is the only U.S. manufacturer of both
firearms and ammunition products and one of the largest domestic
producers of shotguns and rifles.  The Company distributes its
products throughout the U.S. and in over 55 foreign countries.

                          *      *      *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service upgraded Remington Arms' Corporate
Family Rating to B2 from B3 and its senior unsecured notes rating
to B3 from Caa1.

As reported in the Troubled Company Reporter on May 15, 2007,
Standard & Poor's Ratings Services raised its ratings on Remington
Arms, including its corporate credit rating, to 'B-' from 'CCC+'.  
S&P removed the ratings from CreditWatch, where they were placed
April 6, 2007, with positive implications.  The outlook is
positive.


RG AMERICA: Whitley Penn Raises Going Concern Doubt
---------------------------------------------------
Whitley Penn L.L.P., of Dallas, Texas, expressed substantial doubt
about RG America, Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's previously incurred net losses, which have resulted in a
significant accumulated deficit at Dec. 31, 2006.  "The Company
has substantial obligations with no current resources to satisfy
these obligations," Whitley Penn added.

The company posted a net loss of $9,856,537 on revenues of
$20,373,047 for the year ended Dec. 31, 2006, as compared with a
net income of $2,068,551 on revenues of $20,624,443 in the prior
year.

For the year ended Dec. 31, 2006, the company's total operating
expenses increased to $11,784,663 from $6,447,731 in the prior
year.  Compensation, payroll taxes and benefits grew to $4,176,111
for the year ended Dec. 31, 2006, from $2,698,112 in the prior
year.  Selling, general and administrative expenses also increased
to $3,937,530 for the year ended Dec. 31, 2006, from $1,992,582 in
the prior year.  Stock compensation increased to $1,521,887 for
the year ended Dec. 31, 2006, from $358,237 in the prior year.  
Consulting and contract labor expenses increased to $782,101 for
the year ended Dec. 31, 2006, from $503,820 in the prior year.  
Professional expenses grew to $553,733 for the year ended Dec. 31,
2007, from $367,599 in the prior year.

At Dec. 31, 2006, the Company's balance sheet showed $15,042,251
in total assets and $17,404,160 in total liabilities, resulting to
$2,361,909 in stockholders' deficit.  The company's Dec. 31, 2006
balance sheet also showed negative working capital with
$14,038,288 in total current assets and $17,400,904 in total
current liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1fb3

                         About RG America

Headquartered in Plano, Texas, RG America, Inc. -- (OTCBB: RGMIE)
-- http://www.rgamerica.com/-- provides insurance restoration  
services and targeted insurance services/products.  Its
restoration subsidiaries specialize in insurance recovery,
remediation, roofing, reconstruction, and project management for
insurance losses.  The company focuses primarily on multifamily,
retail, and commercial real estate properties that experience
catastrophic losses caused by hurricane, flood, fire, wind, or
hail.


RODERICK MCGAVOCK: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Roderick H. McGavock, Jr.
        3026 Creek Ridge Drive
        New Albany, IN 47150

Bankruptcy Case No.: 07-90930

Chapter 11 Petition Date: May 14, 2007

Court: Southern District of Indiana (New Albany)

Debtor's Counsel: Neil C. Bordy, Esq.
                  Seiller Waterman, L.L.C.
                  462 South 4th Street, Suite 2200
                  Louisville, KY 40202-3459
                  Tel: (502) 584-7400

Total Assets: $2,435,200

Total Debts:  $1,254,546

Debtor's Three Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
G.E. Commercial Distribution                           $456,696
Finance Corp.
5595 Trillman Boulevard
Hoffman Estates, IL 60192

U.S. Bank                                               $11,000
P.O. Box 790403
Saint Louis, MO 63179-6408

Clark County Treasurer                                   $3,150
501 Court Avenue
Jeffersonville, IN 47130


SATURN CLO: S&P Assigns BB Rating on $20 Million Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Saturn CLO Ltd./Saturn CLO Inc.'s $460 million
floating-rate notes due 2022.
     
The preliminary ratings are based on information as of May 22,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

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

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                   Preliminary Ratings Assigned
                  Saturn CLO Ltd./Saturn CLO Inc.
   
           Class                  Rating          Amount
           -----                  ------          ------
            A-1                    AAA         $135,500,000
            A-1-S                  AAA         $208,000,000
            A-1-J                  AAA          $24,000,000
            A-2                    AA           $27,500,000
            B                      A            $25,000,000
            C                      BBB          $20,000,000
            D                      BB           $20,000,000
            Preferred shares       NR           $40,000,000
   

                             *NR - Not rated.


SAXON ASSET: Moody's Junks Rating on Class B Certificate
--------------------------------------------------------
Moody's Investors Service downgraded one subordinate certificate
from Saxon Asset Securities Trust 2001-3.  This transaction is
secured by fixed rate and adjustable rate home equity loans.  The
most subordinate certificate is being downgraded because existing
credit enhancement levels are low given the current projected
losses on the underlying pools.  The overcollateralization in the
transaction is below its 50 bp floor as of the April 25, 2007
reporting date.

Moody's complete rating actions are:

Downgrade:

   * Issuer: Saxon Asset Securities Trust 2001-3

     -- Series 2001-3; Class B, downgraded to Caa3 from B1.


SCOTTISH RE: EVP Hugh McCormick to Return to Private Practice
-------------------------------------------------------------
Scottish Re Group Limited disclosed that Hugh T. McCormick,
Executive Vice President of Corporate Development, will be leaving
Scottish Re in June to return to the New York law office of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., where he will resume his
long-standing role as a legal advisor to Scottish Re.

"Since joining Scottish Re in 2005, Hugh has been an important
part of the Scottish Re team making significant contributions to
the company's capital market initiatives and with regulatory
matters," said Paul Goldean, Chief Executive Officer of Scottish
Re Group Limited.  "We wish him continued success after his return
to public practice."

Mr. McCormick added, "It has been a pleasure working at Scottish
Re and I look forward to maintaining both the personal and
professional relationships with my colleagues at Scottish Re."

Prior to joining Scottish Re, Mr. McCormick was a partner in the
New York office of LeBoeuf, Lamb, Greene & MacRae L.L.P. where he
advised Scottish Re and other domestic and foreign insurance and
reinsurance companies on tax, regulatory and corporate matters
arising in connection with mergers and acquisitions,
demutualizations, reinsurance transactions and insurance products.

From 1977 to 1981 he was an attorney-advisor with the
Interpretative Division of the Office of Chief Counsel of the
Internal Revenue Service.

                        About Scottish Re

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.


SECURED DIVERSIFIED: Kabani & Company Raises Going Concern Doubt
----------------------------------------------------------------
Kabani & Company Inc. in Los Angeles, Calif., expressed
substantial doubt about Secured Diversified Investment Ltd.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's sustained
net losses since inception and insufficient cash to cover its
operating costs.

The company posted a $586,530 net loss on $336,945 revenue for the
year ended Dec. 31, 2006, as compared with a $793,828 net income
on $549,025 revenue in the prior year.

The company's operating loss dropped to $761,792 for the year
ended Dec. 31, 2006, from $2,157,675 in the prior year.

For the year ended Dec. 31, 2006, net cash used by operating
activities dropped to $883,350 from $1,568,281 in the prior year;
and net cash used in financing activities decreased to $134,743
from $220,916 in the prior year.  The company had $199,426 in net
cash used in investing activities for the year ended Dec. 31,
2006, as compared with $2,984,168 in net cash provided by
investing activities in the prior year.

At Dec. 31, 2006, the company's balance sheet showed $1,651,285 in
total assets, $1,471,838 in total liabilities, and $89,577 in
stockholders' equity.

                              Income

Income consists primarily of rental income from commercial
properties pursuant to tenant leases.  The company reported income
of $336,945 for the year ended Dec. 31, 2006, as compared with net
income of $549,205 in the prior year.

Additionally, the company discontinued operations of its mortgage-
lending subsidiary.  The company recorded a loss from discontinued
operations of $153,672 for the year ended Dec. 31, 2006, as
compared with a gain on discontinued operations of $342,647 in the
prior year.

                             Expenses

Operating and administrative expenses consisted primarily of
payroll expenses, legal and accounting fees and costs associated
with the acquisition and ownership of real properties.  These
expenses decreased by $1,581,303 to $850,600 for the year ended
Dec. 31, 2006, compared to $2,431,903 in the prior year.  The
decrease is attributable to the reduction of overhead including
payroll, payroll taxes, office rent, professional fees, and the
sale of poorly performing properties resulting in the reduction of
leasing commissions, land lease payments, property taxes and
related carrying costs.

Depreciation for the year ended Dec. 31, 2006 was $42,583, as
compared with $43,950 in depreciation expense in the prior year.  
The depreciation was attributable primarily to the Katella
Business Center and 5030 Campus Drive.

Interest expense consists of mortgage interest paid on company
properties.  Interest expense was $137,921 for the year ended Dec.
31, 2006, as compared with $193,894 in the prior year.  The
decrease in interest expense is attributable to the sale of
properties and the corresponding reduction in debt.  Interest
expense was attributable primarily to the Katella Business Center
and 5030 Campus Drive properties.  After recognizing an impairment
of $214,977 with respect to Katella Center in 2005, the company
recognized an additional impairment for $248,137 at Dec. 31, 2006.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1fe4

                    About Secured Diversified

Secured Diversified Investment, Ltd. operates as a diversified
real estate holding and financial services company.  It is diverse
in its industry segment by acquiring and owning/managing office
buildings, shopping centers, hotels, apartment buildings and self-
storage buildings.  The company estimates that the net fair value
of its portfolio is in excess of $10 million.

The company intends to build a portfolio of income generating
assets that will be, as a whole, less sensitive to economic
downturns in any particular region of the U.S. or in any
particular industry. Presently, the focus is on acquiring
properties valued in the $5-20 million range.


SECURITIZED ASSET: S&P Holds Neg. Watch on 2006-WM1 Class B-4 Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 264
classes of mortgage-backed certificates from 25 transactions
issued by Securitized Asset-Backed Receivables LLC Trust.  In
addition, the ratings on class B-3 from series 2006-NC1 and class
B-4 from series 2006-WM1 remain on CreditWatch with negative
implications, where they were placed on Feb 14, 2007, and April
24, 2007, respectively.
     
The ratings on class B-3 from series 2006-NC1 and class B-4 from
series 2006-WM1 remain on CreditWatch because of large loan
balances that are 90 days or more delinquent compared with the
remaining credit support.  Approximately $63.915 million of the
loans backing series 2006-NC1 are 90-plus-days delinquent,
compared with $4.031 million of remaining credit support.  
Approximately $64.654 million of the loans backing series 2006-WM1
are 90-plus-days delinquent, compared with $17.469 million of
remaining credit support.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the certificates.  
Cumulative losses in the transactions ranged from 0.00% (series
2005-EC1) to 0.92% (series 2005-FR2) of the original pool
balances.  In addition, 90-plus-day delinquencies range from 5.61%
(series 2006-CB1) to 19.55% (series 2005-FR1) of the current pool
balances.  Credit support for these transactions comes from a
combination of overcollateralization, excess interest, and
subordination of the junior classes.
     
Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch.  If monthly-
realized losses decline to a point at which they no longer outpace
monthly excess interest, and the level of overcollateralization
has not been further eroded, S&P will affirm the ratings and
remove them from CreditWatch.  Conversely, if losses continue to
outpace excess interest, and overcollateralization continues to
decline, S&P will take additional negative rating actions.
     
The underlying collateral for these transactions consist mostly of
conventional, first- or second-lien adjustable- or fixed-rate,
fully amortizing, residential mortgage loans.  The mortgage loans
were originated in accordance with underwriting guidelines that
target nonconforming or subprime borrowers.

             Ratings Remaining on Creditwatch Negative

           Securitized Asset Backed Receivables LLC Trust

                     Series     Class     Rating
                     ------     -----     ------
                     2006-NC1   B-3       BBB-/Watch Neg
                     2006-WM1   B-4       BB+/Watch Neg
    

                         Ratings Affirmed
   
           Securitized Asset Backed Receivables LLC Trust
            
            Series     Class                     Rating
            ------     -----                     ------
            2004-DO2   A-1,A-2                   AAA
            2004-DO2   M-1                       AA+
            2004-DO2   M-2                       AA
            2004-DO2   M-3                       AA-
            2004-DO2   B-1                       A+
            2004-DO2   B-2                       A
            2004-DO2   B-3                       BBB+
            2004-NC1   M-1                       AA
            2004-NC1   M-2                       A
            2004-NC1   M-3                       A-
            2004-NC1   B-1                       BBB+
            2004-NC1   B-2                       BBB
            2004-NC1   B-3                       BBB-
            2004-NC2   M-1                       AA
            2004-NC2   M-2                       A
            2004-NC2   M-3                       A-
            2004-NC2   B-1                       BBB+
            2004-NC2   B-2                       BBB
            2004-NC2   B-3                       BBB-
            2004-NC2   B-4                       BB+
            2004-NC3   M-1                       AA+
            2004-NC3   M-2                       A+
            2004-NC3   M-3                       A
            2004-NC3   B-1                       A-
            2004-NC3   B-2                       BBB+
            2004-NC3   B-3                       BBB
            2004-NC3   B-4                       BBB-
            2004-OP1   M-1                       AA
            2004-OP1   M-2                       A
            2004-OP1   M-3                       A-
            2004-OP1   B-1                       BBB+
            2004-OP1   B-2                       BBB
            2004-OP1   B-3                       BBB-
            2004-OP2   A-1,A-2                   AAA
            2004-OP2   M-1                       AA+
            2004-OP2   M-2                       A+
            2004-OP2   M-3                       A
            2004-OP2   B-1                       A-
            2004-OP2   B-2                       BBB+
            2004-OP2   B-3                       BBB
            2004-OP2   B-4                       BBB-
            2005-EC1   M-1                       AA+
            2005-EC1   M-2                       AA
            2005-EC1   M-3                       A+
            2005-EC1   M-4                       A
            2005-EC1   B-1,B-2                   BBB+
            2005-EC1   B-3                       BBB-
            2005-EC1   B-4                       BB+
            2005-FR1   M-1                       AA
            2005-FR1   M-2                       A
            2005-FR1   M-3                       A-
            2005-FR1   B-1                       BBB+
            2005-FR1   B-2                       BBB
            2005-FR1   B-3                       BBB-
            2005-FR1   B-4                       BB+
            2005-FR2   A-1A,A-1B,A-2A,A-2B,A-2C  AAA
            2005-FR2   M-1                       AA
            2005-FR2   M-2                       A
            2005-FR2   M-3                       A-
            2005-FR2   B-1                       BBB+
            2005-FR2   B-2                       BBB
            2005-FR2   B-3                       BBB-
            2005-FR2   B-4                       BB+
            2005-FR3   A-1A,A-1B,A-2A,A-2B,A-2C  AAA
            2005-FR3   M-1                       AA
            2005-FR3   M-2                       A+
            2005-FR3   M-3                       A
            2005-FR3   B-1                       A-
            2005-FR3   B-2                       BBB+
            2005-FR3   B-3                       BBB
            2005-FR3   B-4                       BB+
            2005-FR4   A-1A,A-1B,A-2A,A-2B       AAA
            2005-FR4   A-2C,A-3                  AAA
            2005-FR4   M-1                       AA
            2005-FR4   M-2                       A
            2005-FR4   M-3                       A-
            2005-FR4   B-1                       BBB+
            2005-FR4   B-2                       BBB
            2005-FR4   B-3                       BBB-
            2005-FR4   B-4                       BB+
            2005-FR5   A-1A,A-1B,A-2A,A-2B       AAA
            2005-FR5   M-1                       AA+
            2005-FR5   M-2                       A+
            2005-FR5   M-3                       A
            2005-FR5   B-1                       A-
            2005-FR5   B-2                       BBB+
            2005-FR5   B-3                       BBB
            2005-FR5   B-4                       BBB-
            2005-HE1   A-1A,A-1B,A-2,A-3A,A-3B   AAA
            2005-HE1   A-3C                      AAA
            2005-HE1   M-1                       AA+
            2005-HE1   M-2                       A+
            2005-HE1   M-3                       A
            2005-HE1   B-1                       A-
            2005-HE1   B-2                       BBB+
            2005-HE1   B-3                       BBB
            2005-HE1   B-4                       BBB-
            2005-OP1   A-1A,A-1B,A-2A,A-2B,A-2C  AAA
            2005-OP1   M-1                       AA+
            2005-OP1   M-2                       AA
            2005-OP1   M-3                       A
            2005-OP1   M-4                       A-
            2005-OP1   B-1                       BBB+
            2005-OP1   B-2                       BBB
            2005-OP1   B-3                       BBB-
            2005-OP1   B-4                       BB+
            2005-OP2   A-1,A-2A,A-2B,A-2C        AAA
            2005-OP2   M-1                       AA+
            2005-OP2   M-2                       AA
            2005-OP2   M-3                       AA-
            2005-OP2   M-4,M-5                   A+
            2005-OP2   M-6                       A
            2005-OP2   B-1                       A-
            2005-OP2   B-2                       BBB+
            2005-OP2   B-3                       BBB
            2006-CB1   AV-1,AF-1,AF-2,AF-3,AF-4  AAA
            2006-CB1   M-1                       AA+
            2006-CB1   M-2                       AA
            2006-CB1   M-3,M-4                   AA-
            2006-CB1   M-5                       A+
            2006-CB1   M-6                       A
            2006-CB1   B-1                       A-
            2006-CB1   B-2                       BBB+
            2006-CB1   B-3                       BBB
            2006-CB1   B-4,B-5                   BBB-
            2006-CB5   A-1,A-2,A-3,A-4           AAA
            2006-CB5   M-1,M-2                   AA+
            2006-CB5   M-3,M-4                   AA
            2006-CB5   M-5                       AA-
            2006-CB5   M-6                       A+
            2006-CB5   B-1                       A-
            2006-CB5   B-2                       BBB+
            2006-CB5   B-3                       BBB
            2006-CB5   B-4                       BBB-
            2006-FR1   A-1,A-2A,A-2B,A-2C        AAA
            2006-FR1   M-1                       AA
            2006-FR1   M-2,M-3                   A+
            2006-FR1   B-1                       A
            2006-FR1   B-2                       A-
            2006-FR1   B-3                       BBB+
            2006-FR2   A-1,A-2,A-3               AAA
            2006-FR2   M-1                       AA
            2006-FR2   M-2                       A
            2006-FR2   M-3                       A-
            2006-FR2   B-1                       BBB+
            2006-FR2   B-2                       BBB
            2006-FR2   B-3                       BBB-
            2006-FR2   B-4                       BB+
            2006-FR2   B-5                       BB
            2006-FR3   A-1,A-2,A-3               AAA
            2006-FR3   M-1                       AA
            2006-FR3   M-2                       A
            2006-FR3   M-3                       A-
            2006-FR3   B-1                       BBB+
            2006-FR3   B-2                       BBB
            2006-FR3   B-3                       BBB-
            2006-FR3   B-4                       BB+
            2006-FR3   B-5                       BB
            2006-HE1   A-1,A-2A,A-2B,A-2C,A-2D   AAA
            2006-HE1   M-1                       AA
            2006-HE1   M-2                       A
            2006-HE1   M-3                       A-
            2006-HE1   B-1                       BBB+
            2006-HE1   B-2                       BBB
            2006-HE1   B-3                       BBB-
            2006-HE1   B-4                       BB+
            2006-HE1   B-5                       BB
            2006-NC1   A-1,A-2,A-3               AAA
            2006-NC1   M-1                       AA
            2006-NC1   M-2                       A
            2006-NC1   M-3                       A-
            2006-NC1   B-1                       BBB+
            2006-NC1   B-2                       BBB
            2006-NC2   A-1,A-2,A-3               AAA
            2006-NC2   M-1                       AA
            2006-NC2   M-2                       A
            2006-NC2   M-3                       A-
            2006-NC2   B-1                       BBB+
            2006-NC2   B-2                       BBB
            2006-NC2   B-3                       BBB-
            2006-NC2   B-4                       BB+
            2006-NC2   B-5                       BB
            2006-OP1   A-1,A-2A,A-2B,A-2C        AAA
            2006-OP1   M-1,M-2                   AA+
            2006-OP1   M-3                       AA
            2006-OP1   M-4                       AA-
            2006-OP1   M-5                       A+
            2006-OP1   M-6                       A
            2006-OP1   B-1                       A-
            2006-OP1   B-2                       BBB+
            2006-OP1   B-3                       BBB
            2006-WM1   A-1A,A-1B,A-2A,A-2B       AAA
            2006-WM1   A-2C                      AAA
            2006-WM1   M-1                       AA
            2006-WM1   M-2                       A
            2006-WM1   M-3                       A-
            2006-WM1   B-1                       BBB+
            2006-WM1   B-2                       BBB
            2006-WM1   B-3                       BBB-


SEVEN BROAD: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Seven Broad, L.L.C.
        200 Wall Street West
        Long Branch, NJ 07764

Bankruptcy Case No.: 07-17124

Chapter 11 Petition Date: May 22, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Total Assets: $2,125,106

Total Debts:  $1,281,949

Debtor's Two Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
J.C.P.&L.                                               unknown
P.O. Box 3687
Akron, OH 44309-3687

N.J.N.G.                                                unknown
P.O. Box 1378
Belmar, NJ 07715-0001


SOLUTIA INC: PR on Plan Misled Shareholders, Judge Beatty Says
--------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York said that Solutia Inc.
misled current stockholders in its news release dated May 16,
2007, which announced the filing of the its First Amended Joint
Plan of Reorganization, Bloomberg News reports.

"At best, this is misleading," Judge Beatty said, referring to
the statement "creditors and equity interest holders will receive
the following distributions."

Judge Beatty stated that the news release should have provided
that existing stock of Solutia will be cancelled, and equity of
reorganized Solutia will be distributed to creditors or sold to
investors.

The news release, however, said with respect to the
distributions, "Holders of Equity Interests in Solutia will
receive no distributions on account of such equity interests."

The Amended Plan and the attached Disclosure Statement filed
before the Court note that while present equity holders in
Solutia will receive zero recovery on account of their interests,
unsecured creditors will recover 84.9 cents on the dollar on
account of their claims.

Shares of existing stock of Solutia continue to be traded over
the counter under the symbol SOLUQ.  A total of 104,460,000
shares are outstanding as of March 31, 2007.  According to data
from Bloomberg, Solutia held these closing prices during the past
seven business days:

    Date       Closing Price
    ----       -------------
    5/22/07      27.5 cents *************
    5/21/07      28.0 cents **************
    5/18/07      27.5 cents *************
    5/17/07      19.0 cents *********
    5/16/07      39.0 cents *******************
    5/15/07      39.0 cents *******************
    5/14/07      39.0 cents *******************

                 Legacy Liabilities Settlement
                   Due for Separate Hearing

Judge Beatty said that Solutia's settlement with former parent
Monsanto Co., relating to environmental liabilities created by
the long-term operation of Old Monsanto's chemical business, must
be considered for approval in a separate hearing.

The Amended Plan provides that 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.

"This settlement is about money in the future, the amount of
which you can't now determine," Judge Beatty said, according to
Bloomberg News.  To confirm the Amended Plan, she needs to decide
whether "Solutia will be able to handle the liabilities it has
inherited."

The Official Committee of Equity Security Holders has vigorously
opposed the Monsanto settlement.  Its counsel, David A. Crichlow,
Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York, said
Rothschild, Inc.'s valuation of Solutia at $2,500,000,000 to
$3,200,000,000 is conservative.  The Equity Committee previously
offered to seek "more viable" alternatives, asserting that the
Debtors have been unable to develop a confirmable plan that
realizes the full value of their estates.

Should Solutia fail to obtain Court approval of the Settlement,
it "may have to go back to the drawing board", said Jonathan S.
Henes, Esq., at Kirkland & Ellis LLP, in New York, according to
Bloomberg.

                        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. 87; 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: Court OKs Sale of Dequest to Thermphos for $67 Mil.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has given the green light for Solutia Inc.'s sale of its
Dequest(R) water treatment phosphonates business to Thermphos
Trading GmbH.

The Honorable Prudence Carter Beatty has authorized Solutia to
enter into the asset purchase agreement dated March 11, 2007, with
Thermphos, which has agreed to acquire the Dequest business for
$67,000,000, subject to certain adjustments based on an agreed
upon working capital and inventory value as of the closing date.

Under the terms of the APA, Solutia's sale of Dequest to
Thermphos, a Swiss corporation, was subject to higher and better
offers to be determined through a Court-approved auction process.

"No other entity has submitted a qualified bid providing greater
economic value to the Debtors for [Dequest] than has the
[Thermphos'] bid set forth in the Purchase Agreement," Judge
Beatty ruled in her sale order.

The Purchase Agreement includes an agreement by Solutia not to
compete in the business of production and sale of phosphonates
and phosphonate-based specialty additives and the purchase and
resale of those products for a period of three years following
the closing date, except that it may continue its Fluids
business, which is into selling or servicing products used in
aviation and non-aviation hydraulic systems, equipment and
testing labs.

The Purchase Agreement also includes an agreement by Thermphos
not to hire nor solicit any employees of Solutia or its
affiliates for a period of two years following the closing date.

Under the terms of the Purchase Agreement, Solutia is required to
indemnify, defend and hold harmless Thermphos and its affiliates
from and against any and all losses, damages and liabilities
resulting from breaches of the representations, warranties and
covenants contained in the Purchase Agreement or from any
excluded liabilities.

At closing, $2,500,000 of the sale proceeds will be placed into
escrow for one year to secure Solutia's indemnification
obligations to Thermphos under the Purchase Agreement.

A portion of the net proceeds of the sale will be used to pay
down the term loan under Solutia's DIP Credit Facility.

Closing of the Purchase Agreement is subject to a number of
conditions, including receipt of other required government and
regulatory approvals as well as customary closing conditions.  
The Purchase Agreement provides the parties with customary
termination rights relating to material adverse changes or
impossibility of conditions precedent to the closing.

                        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. 87; 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.


SOUTH COAST I: S&P Withdraws BB- Rating at Manager's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class B notes issued by South Coast Funding I Ltd., a CDO of ABS
transaction, following a request from TCW Asset Management
Co., the deal's collateral manager.
   
   
                         Rating Withdrawn
   
                    South Coast Funding I Ltd.

                         Rating
                         ------
                Class    To     From     Balance
                -----    --     ----     -------
                  B      NR     BB-    $26,000,000


                        *NR-Not rated.


SOUTH COAST II: S&P Withdraws BB Rating on Class B Notes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3 and B notes issued by South Coast Funding II Ltd., a CDO
backed by ABS securities originated in June of 2002 and managed by
TCW Asset Management Co., and removed them from CreditWatch, where
they were placed with negative implications on March 27, 2007.  In
addition, S&P withdrew its rating assigned to the class B notes at
the request of the collateral manager.
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
rating action in March 2006.  These factors include a decrease in
the credit quality of the underlying assets and a reduction in the
overcollateralization (O/C) ratios of the rated classes.
     
According to the trustee report dated Feb. 28, 2007, the class B
O/C ratio is out of compliance at 101.50%, versus the minimum
required ratio of 102.00% and compared with a ratio of 102.50% at
the time of the March 2006 rating action.  Furthermore, the class
A O/C ratio has declined to 109.46%, versus a minimum of 105.50%
and compared with a ratio of 110.06% at the time of the previous
action.  Additionally, the credit quality of the collateral pool
has experienced negative migration.  The deal currently holds
22.01% in speculative-grade assets, compared with 16.37% at the
time of the last review.
   
       Rating Lowered and Removed from Creditwatch Negative
   
                   South Coast Funding II Ltd.

                       Rating
                       ------
          Class    To        From          Current balance
          -----    --        ----          ---------------
          A-3      A+        AA/Watch Neg    $42,500,000


Rating Lowered, Removed from Creditwatch Negative, and Withdrawn

                   South Coast Funding II Ltd.
   
   Class Current rtg  Interim rtg  Prior rtg      Current bal.
   ----- -----------  -----------  ---------      ------------
     B       NR           BB      BBB-/Watch Neg  $32,500,000


                        Outstanding Ratings
  
                    South Coast Funding II Ltd.

                Class      Rating     Current balance
                -----      ------     ---------------
                 A-1        AAA        $321,981,000
                 A-2        AAA         $40,050,000


SPEAKING ROSES: Tanner LC Raises Going Concern Doubt
----------------------------------------------------
Tanner LC of Salt Lake City, Utah, expressed substantial doubt
about Speaking Roses International Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2006.  The auditor pointed to the
company's minimal cash, working capital deficit and accumulated
deficit as of Dec. 31, 2006, significant losses and negative cash
flows from operating activities since inception.

The company posted a net loss of $6,265,635 on revenues of
$1,600,960 for the year ended Dec. 31, 2006, as compared with a
net loss of $4,492,728 on revenues of $1,297,325 in the prior
year.

At Dec. 31, 2006, the company's balance sheet showed $1,092,401 in
total assets and $6,175,319 in total liabilities, resulting to
$5,082,918 in stockholders' deficit.  The company also had a
negative working capital with $293,856 in total current assets and
$2,025,871 in total current liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1f92

Salt Lake City, Utah-based Speaking Roses International, Inc.
(OTC BB: SRII) -- http://www.speakingroses.com/--  engages in   
marketing, distribution, retailing, and franchising floral and
ancillary products, primarily roses.  The company also sells
embossed flowers and bouquets through its patented embossing
technology.


STRUCTURED ASSET: Fitch Pares Ratings on 31 Mortgage Certificates
-----------------------------------------------------------------
Fitch has taken rating actions on these Structured Asset
Securities Corp. mortgage pass-through certificates as:

  Structured Asset Securities Corp. (SASCO), Series 2002-4H

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 upgraded to 'AA+' from 'AA';
     -- Class B3 upgraded to 'A' from 'BBB+';
     -- Class B4 upgraded to 'BBB' from 'BB';
     -- Class B5 affirmed at 'B'.

  SASCO, Series 2003-7H

     -- Class A affirmed at 'AAA';
     -- Class B1-F, B1-III affirmed at 'AA';
     -- Class B2-F, B2-III affirmed at 'A';
     -- Class B3 affirmed at 'BBB';
     -- Class B4 rated 'B' placed on Rating Watch Negative;
     -- Class B5 downgraded to 'C/DR5' from 'CC/DR5'.

  Structured Adjustable Rate Mortgage (SARM), Series 2006-2
  Group 1

     -- Class A affirmed at 'AAA';
     -- Class B1-I affirmed at 'AA';
     -- Class B2-I affirmed at 'A';
     -- Class B3-I rated 'BBB' placed on Rating Watch Negative;
     -- Class B4-I downgraded to 'BB' from 'BBB-';
     -- Class B5-I downgraded to 'B' from 'BB';
     -- Class B6-I downgraded to 'C/DR5' from 'B'.

  SARM, Series 2006-2 Group 2

     -- Class A affirmed at 'AAA';
     -- Class B1-II affirmed at 'AA';
     -- Class B2-II affirmed at 'A';
     -- Class B3-II rated 'BBB' placed on Rating Watch Negative;
     -- Class B4-II downgraded to 'BB' from BBB-';
     -- Class B5-II downgraded to 'B' from 'BB';
     -- Class B6-II downgraded to 'C/DR5' from 'B'.

  SARM, Series 2006-3 Group 1

     -- Class A affirmed at 'AAA';
     -- Class B1-I affirmed at 'AA';
     -- Class B2-I affirmed at 'A';
     -- Class B3-I affirmed at 'BBB';
     -- Class B4-I downgraded to 'BB+' from 'BBB-';
     -- Class B5-I downgraded to 'B+' from 'BB';
     -- Class B6-I downgraded to 'C/DR4' from 'B'.

  SARM, Series 2006-3 Group 2

     -- Class A affirmed at 'AAA';
     -- Class B1-II affirmed at 'AA';
     -- Class B2-II affirmed at 'A';
     -- Class B3-II affirmed at 'BBB';
     -- Class B4-II affirmed at 'BBB-';
     -- Class B5-II downgraded to 'BB-' from 'BB';
     -- Class B6-II downgraded to 'CC/DR3' from 'B'.

  SARM, Series 2006-4 Group 1

     -- Class A affirmed at 'AAA';
     -- Class B1-I affirmed at 'AA';
     -- Class B2-I affirmed at 'A';
     -- Class B3-I rated 'BBB' placed on Rating Watch Negative;
     -- Class B4-I downgraded to 'BB' from 'BBB-';
     -- Class B5-I downgraded to 'B' from 'BB';
     -- Class B6-I downgraded to 'C/DR5' from 'B'.

  SARM, Series 2006-4 Group 2

     -- Class A affirmed at 'AAA';
     -- Class B1-II affirmed at 'AA+';
     -- Class B5-II affirmed at 'BBB';
     -- Class B6-II rated 'BBB-' placed on Rating Watch Negative;
     -- Class B7-II downgraded to 'B+' from 'BB';
     -- Class B8-II downgraded to 'C/DR4' from 'B'.

  SARM, Series 2006-5 Group 1

     -- Class A affirmed at 'AAA';
     -- Class B1-I rated 'AA' placed on Rating Watch Negative;
     -- Class B2-I downgraded to 'BBB+' from 'A';
     -- Class B3-I downgraded to 'B+' from 'BBB';
     -- Class B4-I downgraded to 'B' from 'BBB-';
     -- Class B5-I downgraded to 'C/DR5' from 'BB';
     -- Class B6-I downgraded to 'C/DR5' from 'B'.

  SARM, Series 2006-5 Group 2

     -- Class A affirmed at 'AAA';
     -- Class B1-II affirmed at 'AA+';
     -- Class B2-II, B3-11 affirmed at 'AA';
     -- Class B4-II affirmed at 'A';
     -- Class B5-II affirmed at 'BBB';
     -- Class B6-II affirmed at 'BBB-';
     -- Class B7-II rated 'BB' placed on Rating Watch Negative;
     -- Class B8-II downgraded to 'C/DR4' from 'B'.

  SARM, Series 2006-6 Group 1

     -- Class A affirmed at 'AAA';
     -- Class B1-I affirmed at 'AA';
     -- Class B2-I affirmed at 'A';
     -- Class B3-I affirmed at 'BBB';
     -- Class B4-I downgraded to 'BB-' from 'BB'.

  SARM, Series 2006-6 Group 2

     -- Class A affirmed at 'AAA';
     -- Class B1-II affirmed at 'AA+';
     -- Class B2-II affirmed at 'AA';
     -- Class B3-II affirmed at 'AA-';
     -- Class B4-II affirmed at 'A';
     -- Class B5-II rated 'BBB' placed on Rating Watch Negative;
     -- Class B6-II downgraded to 'BB+' from 'BBB-';
     -- Class B7-II downgraded to 'B+' from 'BB';
     -- Class B8-II downgraded to 'C/DR4' from 'B'.

  SARM, Series 2006-7 Group 1

     -- Class A affirmed at 'AAA';
     -- Class B1-I affirmed at 'AA';
     -- Class B2-I affirmed at 'A';
     -- Class B3-I rated 'BBB' placed on Rating Watch Negative;
     -- Class B4-I downgraded to 'B' from 'BB';
     -- Class B5-I downgraded to 'C/DR5' from 'B'.

  SARM, Series 2006-7 Group 2

     -- Class A affirmed at 'AAA';
     -- Class B1-II affirmed at 'AA';
     -- Class B2-II affirmed at 'A';
     -- Class B3-II rated 'BBB' placed on Rating Watch Negative;
     -- Class B4-II downgraded to 'B' from 'BB';
     -- Class B5-II downgraded to 'C/DR4' from 'B'.

  SASCO Lehman Mortgage Trust (LMT), Series 2006-4 Group 1

     -- Class A affirmed at 'AAA';
     -- Class IB1 affirmed at 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 affirmed at 'BBB';
     -- Class IB4 rated 'BB' placed on Rating Watch Negative;
     -- Class IB5 rated 'B' placed on Rating Watch Negative.

  SASCO LMT, Series 2006-4 Group 2

     -- Class A affirmed at 'AAA';
     -- Class 2B1 affirmed at 'AA';
     -- Class 2B2 affirmed at 'A';
     -- Class 2B3 affirmed at 'BBB';
     -- Class 2B4 affirmed at 'BB';
     -- Class 2B5 affirmed at 'B'.

  SASCO Lehman XS Mortgage Trust, Series 2006-7

     -- Class A affirmed at 'AAA';
     -- Class M1 affirmed at 'AA+';
     -- Class M2 affirmed at 'AA';
     -- Class M3 affirmed at 'AA-';
     -- Class M4 affirmed at 'A+';
     -- Class M5 affirmed at 'A';
     -- Class M6 affirmed at 'A-';
     -- Class M7 affirmed at 'BBB+';
     -- Class M8 affirmed at 'BBB+';
     -- Class M9 affirmed at 'BBB';
     -- Class M10 affirmed at 'BBB-'.

The mortgage loans were originated by various banks and other
mortgage lending institutions. The largest percentage of
originations was those made by Lehman Brothers Bank, FSB.  The
mortgage loans generally are partially covered by primary mortgage
insurance polices issued by either United Guaranty Corporation in
connection with the Borrower Advantage Program or Mortgage
Guaranty Insurance Corporation in connection with the Pro Mortgage
Program.  The transactions consists of fixed- and adjustable-rate,
conventional, fully amortizing mortgage loans, substantially all
of which have original terms to stated maturity of 30 years.  The
mortgage loans are master serviced by Aurora Loan Services, Inc.,
which is rated 'RMS1-' by Fitch.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $6.635 billion of outstanding
certificates.  The affirmed classes detailed above have
experienced small to moderate growth in CE since closing.  The
upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect $4.4 million of outstanding
certificates.  The CE level for the upgraded classes has grown to
4 to 5 times their original CE level since closing.

The downgraded classes and the classes placed on Rating Watch
Negative reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $5.397 billion
and $5.573 billion in outstanding certificates, respectively.

The pools are seasoned from a range of 9 months to 62 months.  The
pool factors (current principal balance as a percentage of
original) range from 7% (series 2002-4H) to 93% (LMT series
2006-4 Group 1).

For 2003-7H, the loans in 90+ delinquency (including Foreclosure
and Real Estate Owned [REO]) at 50 months seasoning as a
percentage of the current pool balance is 2.36%.  The CE of the B-
4 and B-5 classes is 0.31%, and 0.05%, respectively.

For 2006-2 Group 1, the loans in 90+ delinquency at 14 months
seasoning as a percentage of the current pool balance is 2.89%.
The CE of the B3-I, B4-I, B5-I and B6-I classes are 1.49%, 1.31%,
0.89% and 0.42%, respectively.  For 2006-2 Group 2, the amount of
loans in 90+ at 14 months seasoning as a percentage of the current
pool balance is 2.49%.  The CE of the B3-II, B4-II, B5-II and B6-
II classes are 1.66%, 1.41%, 0.98% and 0.42%, respectively.

For 2006-3 Group 1, the loans in 90+ delinquency at 13 months
seasoning as a percentage of the current pool balance is 2.67%.
The CE of the B4-I, B5-I and B6-I classes are 1.56%, 1.06% and
0.50%, respectively.  For 2006-3 Group 2, the amount of loans in
90+ at 13 months seasoning as a percentage of the current pool
balance is 0.60%.  The CE of the B5-II and B6-II classes are 0.86%
and 0.37%, respectively.

For 2006-4 Group 1, the loans in 90+ delinquency at 12 months
seasoning as a percentage of the current pool balance is 3.09%.
The CE of the B3-1, B4-I, B5-I and B6-I classes are 1.51%, 1.37%,
0.95% and 0.48%, respectively.  For 2006-4 Group 2, the amount of
loans in 90+ at 12 months seasoning as a percentage of the current
pool balance is 0.87%.  The CE of the B6-II, B7-II and B8-II
classes are 0.90%, 0.62% and 0.28%, respectively.

For 2006-5 Group 1, the loans in 90+ delinquency at 11 months
seasoning as a percentage of the current pool balance is 4.87%.
The CE of the B1-I, B2-I, B3-1, B4-I, B5-I and B6-I classes are
4.38%, 2.89%, 1.75%, 1.52%, 1.04% and 0.44%, respectively.  For
2006-5 Group 2, the amount of loans in 90+ at 11 months seasoning
as a percentage of the current pool balance is 1.01%.  The CE of
the B7-II and B8-II classes are 0.66% and 0.33%, respectively.

For 2006-6 Group 1, the loans in 90+ delinquency at 10 months
seasoning as a percentage of the current pool balance is 3.86%.
The CE of the B4-I class is 1.30%.  For 2006-6 Group 2, the amount
of loans in 90+ at 10 months seasoning as a percentage of the
current pool balance is 0.91%.  The CE of the B5-II, B6-II, B7-II
and B8-II classes are 1.24%, 1.07%, 0.73% and 0.34%, respectively.

For 2006-7 Group 1, the loans in 90+ delinquency at 9 months
seasoning as a percentage of the current pool balance is 2.25%.
The CE of the B3-I, B4-I and B5-I classes are 1.50%, 0.92% and
0.40%, respectively.  For 2006-7 Group 2, the amount of loans in
90+ at 9 months seasoning as a percentage of the current pool
balance is 1.88%. %.  The CE of the B3-II, B4-II and B5-II classes
are 1.42%, 0.85% and 0.40%, respectively.

For LMT 2006-4 Group 1, the loans in 90+ delinquency at 9 months
seasoning as a percentage of the current pool balance is 1.53%.
The CE of the B3-I, B4-I and B5-I classes are 1.40%, 0.81% and
0.38%, respectively.


TOWER AUTOMOTIVE: Wants Court Nod on Kemper Settlement Pact
-----------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their settlement agreement dated May 9, 2006, with Lumbermens
Mutual Casualty Company and its insurance company subsidiaries and
affiliates.

Lumbermens is Kemper Insurance Companies' flagship brand.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
recalls that commencing in 1997, Kemper and the Debtors entered
into various written proposals for, and contracts of, insurance
pursuant to which Kemper provided workers compensation, general
liability and automotive liability insurance protection and
insurance-related services to the Debtors.

The Debtors assumed various financial obligations -- the Tower
Payment Obligations -- to Kemper in connection with the Policies,
Mr. Sathy notes.  The Debtors are obligated under the Policies to
reimburse or otherwise fund a certain portion of each claim or
loss to which the Policies respond, some of which losses are
characterized as "deductible" losses and some of which are
characterized as "insured" losses subject to a dividend plan --
the Tower Retained Losses.

In connection with the Policies, the Debtors procured from
Deutsche Bank, and had Kemper identified as the beneficiary on,
an unconditional evergreen letter of credit securing the Tower
Payment Obligations, including the Tower Retained Losses, Mr.
Sathy says.

According to Mr. Sathy, a dispute has arisen between Kemper and
the Debtors concerning the Tower Payment Obligations, including
the Debtors' alleged obligation to pay Kemper certain amounts
billed under invoice numbers DC70510 and DC87843.  Kemper
previously drew on the Collateral to secure payment from Deutsche
Bank of the 2004 Invoice, but the 2006 Invoice remains unpaid.

Kemper contends, Mr. Sathy continues, and the Debtors dispute,
that the Debtors owe payment of the 2006 Invoice and that certain
Tower Payment Obligations, not limited to the Debtors'
obligations to pay the Tower Retained Losses, exist and will
continue to exist and become due and payable in the future.

In connection with the dispute, the Debtors filed an adversary
proceeding against Kemper in the Bankruptcy Court under Cause No.
06-01481, which Lawsuit is presently in abeyance pending the
resolution of an arbitration of the dispute.

To resolve the dispute, the Debtors and Kemper entered into a
stipulation and a settlement agreement.

The salient terms of the Settlement Agreement are:

    (1) The net sum of all amounts previously paid to Kemper by
        the Debtors and Deutsche Bank, specifically including the
        proceeds of the Collateral Draw, constitutes a full and
        final negotiated accord and satisfaction of all of the
        Tower Payment Obligations whether presently existing or
        arising in the future;

    (2) Kemper will retain for its own account the proceeds of the
        Collateral Draw and all amounts paid to Kemper by the
        Debtors;

    (3) The Debtors will have no obligation to Kemper under the
        2006 Invoice or any Tower Payment Obligation whatsoever;

    (4) Neither Kemper nor the Debtors will invoice, account to,
        or have any financial obligations to the other under any
        circumstances whatsoever;

    (5) Beginning on the date of execution of the Settlement
        Agreement, Kemper will commence invoicing the Debtors on a
        monthly basis for reimbursement of all Tower Retained
        Losses actually paid by Kemper during the previous monthly
        period.  The Debtors expressly acknowledge their
        continuing obligation under the Policies to pay or
        reimburse Kemper for the Tower Retained Losses.  Kemper's
        monthly invoices will contain sufficient claim detail to
        allow the Debtors to identify, verify and authenticate
        Kemper's actual payment of the Tower Retained Losses.  The
        Debtors will pay invoices within 30 days of receipt, and
        any unpaid invoices not challenged or disputed in good
        faith within the period will be subject to the accrual of
        late fees or interest pursuant to the express provisions
        on the Policies;

    (6) Kemper has caused or authorized the reduction of the
        Collateral by $12,879,967.  The amount of the remaining
        Collateral has been reduced from $26,379,967 to
        $13,500,000.  Within seven days of entry of a Court ruling
        approving the Stipulation, Kemper will take all necessary
        steps to cause and authorize the reduction of the
        Collateral by an additional $2,500,000;

    (7) The parties exchange mutual releases.  However, Kemper
        does not release the Debtors from, and the Debtors agree
        to reimburse Kemper for, all Tower Retained Losses
        actually paid by Kemper;

    (8) Upon Court approval of the Stipulation, the Debtors will
        cause the Lawsuit to be dismissed with prejudice and will
        take steps necessary to secure vacatur of the
        corresponding injunction or temporary restraining order.
        The Debtors will also contemporaneously secure the
        discontinuation of the arbitration.  Each party will bear
        its own costs and fees;

    (9) On June 1, 2007, and at quarterly intervals after, Kemper
        will cause a reduction of Collateral in an amount equal to
        the Tower Retained Losses paid by Kemper and reimbursed by
        the Debtors during the preceding quarter.  On November 1,
        and at annual intervals after, Kemper will perform a
        review to determine the adequacy of the Collateral at that
        time and will, when warranted, promptly cause an
        adjustment of the Collateral.  The annual adjustments will
        at all times be further subject to the terms of the
        Stipulation; and

   (10) The provisions of the Settlement Agreement specifically do
        not extend to any third-party claim administrator,
        including Broadspire, Inc., and the rights, duties and
        obligations of any third-party claim administrator remain
        unaffected.

The salient terms of the Stipulation include the terms of the
Settlement Agreement.  Furthermore, the Stipulation provides
that:

    * The Debtors will, as of each Annual Redetermination, be
      obligated to provide Kemper with Collateral in an amount no
      less than 115% of the then-existing amount of unpaid Tower
      Retained Losses;

    * In the event of an increase in the unpaid Tower Retained
      Losses that the amount of the Collateral at the time of any
      Annual Redetermination is less than 115% of the amount of
      the unpaid Tower Retained Losses, the Debtors are authorized
      to, and will, obtain additional Collateral; Kemper will
      have an administrative expense claim in an amount equal to
      115% of the then-existing unpaid Tower Retained Losses less
      the then-existing amount of the Collateral; and

    * In the event the Debtors' reorganized entity or the Debtors'
      successor does not assume the Stipulation, Kemper will have
      an administrative expense claim equal to 130% of the then-
      existing unpaid Tower Retained Losses less the then-existing
      amount of the Collateral.

Mr. Sathy asserts that absent authorization to enter into the
Settlement Agreement, the parties would continue to proceed along
a litigious and time-consuming path with respect to the disputes
at issue.  While the Debtors believe that their case against
Kemper is strong, success on the merits is not guaranteed.  The
Debtors' settlement of the dispute, he continues, enables them to
further focus their collective resources toward moving forward
with development of their Chapter 11 plan, and the ultimate
resolution of the Debtors' bankruptcy cases.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and         
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total debts.  

The Debtors' filed their Chapter 11 Plan of Reorganization and
Disclosure Statement explaining that plan on May 1, 2007.  The
Debtors' exclusive period to file a chapter 11 plan expires on
June 6, 2007.  (Tower Automotive Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


TOWER RECORDS: Wants Solicitation Period Extended Until August 31
-----------------------------------------------------------------
MTS Inc. dba Tower Records and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive period to solicit acceptances of its Chapter 11 Plan of
Reorganization until Aug. 31, 2007.

The Debtors' exclusive period to solicit acceptances will expire
tomorrow, May 25, 2007.

Mark D. Collins, Esq., at Richardson Layton & Finger P.A., tells
the Court that the Debtors need more time to negotiate with the
Official Committee of Unsecured Creditors to resolve certain
issues and liquidation of the Debtors' estate in a consensual
manner that maximizes value for distribution to creditors.

The Debtors relate that the request for extension represents the
best chance to move the cases from the current "dead-lock" with
the Committee and towards plan confirmation
and exit from Chapter 11.

Based in West Sacramento, California, MTS Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of
music in the U.S., with nearly 100 company-owned music, book, and
video stores.  The company and its affiliates previously filed
for chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead
Case No. 04-10394).  The Court confirmed the Debtors' plan on
March 15, 2004.  The company and seven of its affiliates filed
their second voluntary chapter 11 petition on Aug. 20, 2006
(Bankr. D. Del. Case Nos. 06-10886 through 06-10893).

Christopher M. Samis, Esq., Jason M. Madron, Esq., Lee E. Kaufman,
Esq., Mark D. Collins, Esq., Mark A. Kurtz, Esq., Michael Joseph
Merchant, Esq., and Michael Joseph Merchant, at Richards, Layton &
Finger, P.A., represent the Debtors.

Donna L. Culver, Esq., at Morris, Nichols, Arsht & Tunnell, and H.
Nicholas Goodman, Esq., at Quirk & Bakalor, P.C., also represent
the Debtors.

The Official Committee of Unsecured Creditors is represented
by Jeffrey R. Waxman, Esq., and Mark E. Felger, Esq., at Cozen
O'Connor.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.


TRADITIONS AT RORIPAUGH: Case Summary & 5 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Traditions At Roripaugh, L.L.C.
        42072 Fifth Street, Suite 201
        Temecula, CA 92590

Bankruptcy Case No.: 07-12847

Chapter 11 Petition Date: May 23, 2007

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: John A Moe, II, Esq.
                  Luce, Forward, Hamilton & Scripps, L.L.P.
                  601 South Figueroa Street, Suite 3900
                  Los Angeles, CA 90017
                  Tel: (213) 892-4992

Total Assets: $19,460,334

Total Debts:  $23,589,279

Debtor's Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
M.W. Housing Partners, L.L.C.    promissory note     $1,671,119
c/o Weyerhauser Realty
Investors, Inc.
1301 5th Avenue, Suite 3100
Seattle, Washington 98101

Ashby U.S.A., L.L.C.             master developer      $527,342
470 East Harrison Street
Corona, California 92879

B.J. Palmers                     trade debt              $1,039
27122A Paseo Espada,
Suite 921
San Juan Capistrano, CA
92675

Pillsbury Winthrop               professional              $370
                                 services

Professional Design              trade debt                 $94
Association


UGS CAPITAL: Moody's Withdraws Ratings After Siemens Acquisition
----------------------------------------------------------------
Moody's has withdrawn all ratings for UGS Corporation.  The
company's private equity owners have completed the sale of the
company to Siemens AG (Moody's rated Aa3) for approximately
$3.5 billion including the assumption of outstanding UGS debt.  

The company paid down remaining bank loan borrowings on May 4,
2007.  Additionally, the company has defeased both the $550
million senior unsecured subordinated notes issued at the
operating company as well as the $300 million senior unsecured
bonds issued at the holding company, UGS Capital Corp. II and
plans to repay the bonds next month.

These ratings were withdrawn:

   -- Corporate Family Rating B2

   -- SGL-2 Liquidity Rating

   -- $125 million Senior Secured Revolving Credit Facility due
      2010, Ba2, LGD2, 18%

   -- $725 million Senior Secured First Lien due 2011, Ba2,
      LGD2, 18%

   -- $550 million Senior Unsecured Subordinated Notes due 2012,
      B3, LGD4, 66%

   -- $300 million Senior Unsecured Bonds due 2011 (HoldCo),
      Caa1, LGD6, 92%

UGS Corp., headquartered in Plano, Texas, is a provider of product
lifecycle management software.  For the 12 months ended Dec. 31,
2006 revenues were approximately $1.2 billion.


ULTITEK LTD: Meyler & Company Raises Going Concern Doubt
--------------------------------------------------------
Meyler & Company, L.L.C., of Middletown, New Jersey, expressed
substantial doubt about Ultitek Ltd.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
noted that the company incurred substantial losses for the two-
year period ended Dec. 31, 2006, and negative working capital and
stockholders' deficit in its balance sheet at Dec. 31, 2006.  
Meyler also pointed to the "existing uncertain conditions the
company faces relative to its ability to obtain capital and
operate successfully."

The company posted a net loss of $7,411,167 on revenues of
$1,871,988 for the year ended Dec. 31, 2006, as compared with a
net loss of $1,029,012 on revenues of $1,171,797 in the prior
year.  

For the year ended Dec. 31, 2007, total costs and expenses
increased to $9,271,616 from $2,187,797 in the prior year.  
Selling, general and administrative expenses grew to $6,901,035
from $979,592 in the prior year.  Research and development
expenses also increased to $141,462 from $36,500 in the prior
year.  The company also incurred $630,792 in interest expenses for
the current year.

At Dec. 31, 2007, the company posted $325,731 in stockholders'
deficit as compared with $360,987 in stockholders' equity in the
prior year.  The company's Dec. 31, 2007, balance sheet also
showed $1,081,935 in total assets, $1,070,947 in total
liabilities, and $336,719 in 7% convertible debenture.

The company also had a negative working capital in its Dec. 31,
2007, balance sheet with $933,324 in total current assets and
$1,070,947 in total current liabilities.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1f78

Based in Englewood Cliffs, New Jersey, Ultitek Ltd. -- (OTC BB:
UITK) -- http://www.ultitek.com/-- provides computerized airline  
reservations systems software in Russia.  It offers Regina system
for passenger check-in; Bus Station for the automation of sale of
tickets on intra-region and intercity bus routes; ANSCHLAG system
for sale of tickets to cultural and show events of the broadest
types, such as sporting events, theatrical plays, movies, circus
shows, and concerts; network products; and Internet technologies.  
The company is a subsidiary of Transport Automation Information
Systems.


UNIVERSAL HOSPITAL: Prices $460 Million of Senior Secured Notes
---------------------------------------------------------------
Universal Hospital Services, Inc. priced its private offering by
UHS Merger Sub, Inc. of $460 million in aggregate principal amount
of senior secured notes, consisting of $230 million aggregate
principal amount of second lien senior secured floating rate notes
due 2015, and $230 million aggregate principal amount of second
lien senior secured PIK toggle notes due 2015.

The floating rate notes will pay interest semi-annually at a rate
per annum, reset semi-annually, equal to LIBOR plus 3.375%.  The
PIK toggle notes will pay interest semi-annually at a rate per
annum of 8.50% if interest is paid in cash or 9.25% on any amount
of interest paid in additional PIK toggle notes.  The notes will
mature on June 1, 2015, and will be secured by a second priority
lien on substantially all of the assets of UHS that will secure
its new first priority senior secured credit facility.

The notes will be issued by UHS Merger Sub, Inc., a subsidiary of
UHS Holdco, Inc., as part of the financing that will be used to
consummate the acquisition of UHS by Holdco, an affiliate of Bear
Stearns Merchant Banking.  The issuer of the notes has been formed
solely for the purpose of completing the acquisition and,
concurrently with the closing of the offering, will be merged with
and into UHS which will be the surviving corporation and will
assume all of the obligations under the notes and related
indenture.  The offering is conditioned upon the consummation of
the acquisition of UHS.  The sale of the notes and the acquisition
are expected to close on May 31, 2007, subject to certain closing
conditions.

Universal Hospital Services, Inc. -- http://www.uhs.com/-- is a  
medical equipment lifecycle services company.  UHS offers
comprehensive solutions that maximize utilization, increase
productivity and support optimal patient care resulting in capital
and operational efficiencies.  UHS currently operates through more
than 75 offices, serving customers in all 50 states and the
District of Columbia.  For the twelve months ended Dec. 31, 2006
the company reported revenues of approximately $225 million.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,  
Moody's Investors Service assigned ratings to UHS Merger Sub, Inc.
in connection with the pending leveraged buyout of Universal
Hospital Services, Inc.

Moody's assigned a B2 Corporate Family Rating, a B3 rating to the
proposed $230 million second lien floating rate notes and a B3
rating to the proposed $230 million second lien toggle notes.  The
proposed financing also includes a $135 million senior secured
revolving credit facility that will not be rated by Moody's. The
rating outlook for UHSM is stable.


US INVESTIGATIONS: To Be Acquired by Providence Equity for $1.5BB
-----------------------------------------------------------------
Providence Equity Partners Inc. has agreed to acquire U.S.
Investigations, LLC from Welsh, Carson, Anderson & Stowe and The
Carlyle Group for approximately $1.5 billion.

According to USIS' CEO, the acquisition provides new growth
opportunities for the business in its targeted end markets and
specialized businesses.

"We're very pleased to partner with Providence," said Randy E.
Dobbs, CEO of USIS.  "This is a natural step forward for USIS at
this time in our history.  This acquisition represents an
opportunity for USIS to grow our current businesses and look for
potential opportunities that broaden our services into other areas
of the overall screening and security markets."

"Since its formation in 1996, USIS has strived to offer great
service to the United States Government as the leading provider of
federal background investigations," said Julie Richardson, a
Managing Director of Providence.  "Under Randy's leadership, USIS
has strengthened its field operations and improved efficiencies in
its core government businesses, as well as expanded further into
the commercial arena.  We look forward to partnering with Randy
and his team to support the company's growth and the expansion of
USIS's leadership in the federal and commercial background
screening industries."

The transaction is expected to close in the third quarter of 2007
subject to regulatory approvals and other customary closing
conditions.

Lehman Brothers Inc. is serving as financial advisor to USIS and
is providing acquisition financing for the transaction.

                      About Providence Equity

Based in Providence, Rhode Island, Providence Equity Partners,
Inc. -- http://www.provequity.com/-- is a global private equity  
firm specializing in equity investments in media, entertainment,
communications and information companies around the world.  The
principals of Providence manage funds with approximately $21
billion in equity commitments and have invested in more than 100
companies operating in over 20 countries since the firm's
inception in 1989.  Significant investments include Bresnan
Broadband Holdings, Casema, Com Hem, Digiturk, Education
Management Corporation, eircom, Freedom Communications, Idea
Cellular, Kabel Deutschland, Metro-Goldwyn-Mayer, Ono, Open
Solutions, PanAmSat, ProSiebenSat.1, Recoletos, TDC, Univision,
VoiceStream Wireless, Warner Music Group, Western Wireless and
Yankees Entertainment Sports Network.  The company has offices in
New York, London, Hong Kong and New Delhi.

                            About USIS

U.S. Investigations, LLC -- http://www.usis.com/-- established in  
1996, helps businesses, federal agencies, and institutions protect
critical assets, evaluate information, and identify and mitigate
risk.  The company offers a broad range of services including pre-
employment and drug screening services, background investigations,
business intelligence and risk management solutions, and national
security training and staffing professional services.  The company
provides its specialized, customer-focused services to companies
ranging from major retailers to small businesses as well as
critical program support for federal agencies.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service placed the B2 Corporate Family Rating
and other ratings of U.S. Investigations on review for downgrade
following the announcement that Providence Equity Partners would
acquire them for a total purchase price of $1.5 billion.

While the details of the financing package have not been disclosed
yet, it is expected to contain a significant amount of debt and
have a substantial negative impact on credit metrics.  Moody's
review will focus primarily on the financing for the transaction,
impact on credit metrics and liquidity, and the plan for debt
reduction.


VALENTEC SYSTEMS: Webb & Company Raises Going Concern Doubt
-----------------------------------------------------------
Webb & Company, P.A., of Boynton Beach, Florida, expressed
substantial doubt about Valentec Systems, Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006 and 2005.  The
auditor pointed to the company's working capital deficiency and
negative cash flows from operations.

The company posted a net loss of $6,002,440 on revenues of
$19,624,038 for the year ended Dec. 31, 2006, as compared with a
net income of $400,388 on revenues of $19,015,978 in the prior
year.

For the year ended Dec. 31, 2006, the company had $3,201,219 in
losses from operations as compared with $1,011,571 in income from
operations in the prior year.  Total operating expenses increased
to $7,557,247 for the year ended Dec. 31, 2006 from $5,507,248 in
the prior year.

The company had a net increase of $68,550 in its cash and cash
equivalents for the year ended Dec. 31, 2006, as compared with a
net decrease of $180,318 in cash and cash equivalents in the prior
year.

At Dec. 31, 2006, the company's balance sheet showed $25,950,749
in total assets and $28,214,951 in total liabilities resulting to
$2,264,202 in stockholders' deficit.  The company also had a
negative working capital in its balance sheet with $18,063,834 in
total current assets and $28,107,039 in total current liabilities.

                  Liquidity and Capital Resources

For the year ended Dec. 31, 2006, the company had negative cash
flow from operations of $6,499,165.  On Dec. 31, 2006, the Company
had outstanding borrowings (non-related party) of approximately
$13,546,699.

The company's sources and uses of funds were as follows: (1) it
used net cash of $6,499,165 in its operating activities in the
year ended Dec. 31, 2006; (2) it received cash of $48,476 in
investing activities in the year ended Dec. 31, 2006; and (3) it
received $6,519,239 from financing activities in the year ended
Dec. 31, 2006, consisting primarily of the release of restricted
cash and proceeds from the line of credit.  As of Dec. 31, 2006,
the company had a working capital deficiency of $10,043,206.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?1f90

                      About Valentec Systems

Minden, Louisiana-based Valentec Systems, Inc. -- (OTC BB: VSYNE)
-- http://www.valentec.net/-- supplies conventional ammunition,  
and pyrotechnic and related defense products.  It operates in
three segments: Systems Management/Integration, Energetic
Manufacturing, and Metal Parts Manufacturing.  The Systems
Management/Integration segment consists of 120mm mortar weapon
system with electronic fire control and mortar ammunition.  The
Energetic Manufacturing segment comprises 40mm flares and
simulators.  It produces various flares and simulators with
multiple end uses, such as illumination, signaling, and training
purposes to simulate a battlefield environment.  The Metal Parts
Manufacturing segment consists of 105mm spiral wrapped cartridge
cases, which are used by the U.S. Armed forces in battlefield.  
The company markets its products to the United States Army,
Israeli defense forces, and other Ministries of Defense in other
nations.


WARNER MUSIC: S&P Retains Negative Watch after EMI-Terra Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on New
York City-based Warner Music Group Corp., including its 'BB-'
corporate credit rating, remain on CreditWatch with
negative implications, where they were initially placed on
Feb. 22, 2007, following the company's statement that it was
exploring a possible merger agreement with EMI Group PLC (B+/Watch
Neg/B).  The CreditWatch update follows the announcement by EMI
that it has accepted a cash offer from Terra Firma Capital
Partners for 265 pence per share, or 2.4 billion pounds, excluding
existing debt.  In February 2007, EMI had rejected a bid by Warner
for 260 pence per share.
      
"The CreditWatch status reflects continuing uncertainty
surrounding the final outcome of the bidding process, and Terra
Firma's ultimate plans for certain segments of EMI's business,"
explained Standard & Poor's credit analyst Michael Altberg.
     
In resolving the CreditWatch listing, Standard & Poor's will
continue to monitor developments related to EMI's potential
buyout.


WELLSFORD REAL: Advisory Services Recommend Merger With Reis Inc.
-----------------------------------------------------------------
Institutional Shareholders Services Inc. and Glass Lewis & Co.
have recommended that Wellsford Real Properties Inc. shareholders
vote for the issuance of additional shares to complete its merger
with Reis Inc.

In its report, ISS noted, "Based on our review of the transaction,
particularly the 18.24% announcement to-date increase in the stock
price, and the fact that following the merger, Wellsford will stop
its liquidation proceedings and will become a going concern, we
believe that the share issuance warrants shareholder support."

GL noted in its report, "In our view, the proposed transaction is
financially fair to Wellsford shareholders."

"We are pleased that ISS and GL both agree with the WRP board of
directors' recommendation that shareholders vote in favor of the
issuance of additional shares with which to consummate our merger
with Reis," said Jeffrey Lynford, WRP chairman, president and
chief executive officer.

An annual meeting of WRP shareholders will be held on Wednesday,
May 30, 2007.

               Impact on WRP's Plan of Liquidation

WRP stockholders earlier ratified a Plan of Liquidation in
November 2005.  The Plan provides for the orderly sale of each of
WRP's remaining assets (which are either owned directly or through
WRP's joint ventures), the collection of all outstanding loans
from third parties, the orderly disposition or completion of
construction of development properties, the discharge of all
outstanding liabilities to third parties and, after the
establishment of appropriate reserves, the distribution of all
remaining cash to stockholders.  The Plan also permitted WRP's
Board of Directors to acquire more Reis shares and/or discontinue
the Plan without further stockholder approval.

If the merger is consummated, the Plan will be abandoned.

                         About Wellsford

Based in New York, New York, Wellsford Real Properties,
Inc. (AMEX:WRP) -- http://www.wellsford.com/-- is a real estate  
merchant banking that acquired, developed, financed and operated
real properties, constructed for-sale single family home and
condominium developments and organized and invested in private and
public real estate companies.  At Dec. 31, 2005, the company's
remaining primary operating activities are the development,
construction and sale of three residential projects.


WEST VIRGINIA HOSPITAL: S&P Cuts Rating on $5.2MM Bonds to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on West
Virginia Hospital Finance Authority's $5.2 million bonds, issued
for Fairmont General Hospital, West Virginia to 'BB-' from 'BB',
reflecting a pending series 2007 bond issue that will represent a
significant increase in debt.  The increased debt is somewhat
offset by sustained improvement in operations in 2006 and the
rapid retirement of FGH's existing debt, which makes room for the
2007 bonds without a major increase in debt service.  The outlook
is stable.
      
"Fairmont General Hospital's ability to manage the construction
costs of its new health and fitness center given its thin cash
cushion and the operational startup of the new facility in late
2008 will be key drivers of the rating in the following 18 month
to two-year timeframe," said Standard & Poor's credit analyst Liz
Sweeney.
     
The 'BB-' rating reflects credit risks including the likelihood of
increased competition, as FGH's nearest competitor, United
Hospital Center, part of West Virginia United Health System, is
going to build a replacement hospital, which would be located just
13 miles away from FGH's campus; and thin liquidity, with
$6.8 million of unrestricted cash and investments as of Dec. 31,
2006, equaling 32 days' cash and 34% of pro forma debt.
     
Factors supporting the rating include FGH's solid market share of
about 73% in Marion County, West Virginia; a stable senior
management team; and significant operational improvement in 2004
and 2005, sustained in 2006, following losses in 2002 and 2003.  
In addition, the hospital qualified for Sole Community Provider
status with Medicare, effective February 2006, which nets more
than $2 million annually in additional profits.  Sole Community
Provider status is a permanent designation, but is subject to the
discretion of the Centers for Medicare and Medicaid Services.  The
hospital's defined contribution pension plans are also a favorable
factor.
     
The series 2007 bonds will more than double the existing long-term
debt, which totaled $10.8 million at Dec. 31, 2006, of which
$5.2 million is rated.  The project that FGH is financing with
proceeds from the debt issuance is the construction of a medically
oriented health and fitness center on land that the hospital owns.  
The center will include outpatient space for physical therapy,
rehabilitation, imaging, health related retail services, and a
fitness center.  
     
The stable outlook reflects FGH's stable demographics and volumes,
and the expectation that financial performance will remain stable
in 2007 and into 2008, when the new health and fitness center is
expected to open.


WILLIAMS COS: S&P Puts Certificates' BB+ Ratings on Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' ratings on:

    * The Williams Cos. Inc. Credit-Linked Certificate Trust III's
      $400 million 6.750% certificates due April 15, 2009,

    * The Williams Cos. Inc. Credit-Linked Certificate Trust IV's
      $100 million floating-rate certificates due May 1, 2009,

    * The Williams Cos. Inc. Credit Linked Certificate Trust V's
      $500 million 6.375% certificates due Oct. 1, 2010, and

    * The Williams Cos. Inc. Credit Linked Certificate Trust VI's
      $200 million floating-rate certificates due Oct. 1, 2010,

on CreditWatch with positive implications.
     
The rating actions reflect the May 21, 2007, placement of the
'BB+' corporate credit ratings on The Williams Companies Inc. and
its affiliates on CreditWatch with positive implications.
     
The Williams Cos. Inc. Credit-Linked Certificate Trust III and the
Williams Cos. Inc. Credit Linked Certificate Trust V are credit-
linked transactions that are weak-linked to the lower of (i) the
long-term ratings assigned to The Williams Cos. Inc., as borrower
under the credit agreement; and (ii) the long-term rating on
Citibank N.A., as the swap counterparty, the deposit bank, and the
subparticipation seller.
     
The Williams Cos. Inc. Credit-Linked Certificate Trust IV and the
Williams Cos. Inc. Credit Linked Certificate Trust VI are credit-
linked transactions that are weak-linked to the lower of (i) the
long-term ratings assigned to The Williams Cos. Inc., as borrower
under the credit agreement; and (ii) the long-term rating on
Citibank N.A., as the deposit bank and the subparticipation
seller.


WM BOLTHOUSE: Weak Performance Cues S&P to Cut Rating to B
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Bakersfield, California-based Wm. Bolthouse Farms Inc. by one
notch, including lowering the corporate credit rating to 'B'
from 'B+'.  At the same time Standard & Poor's removed the ratings
from CreditWatch, where they were placed on March 2, 2007, with
negative implications, following weaker-than-expected fiscal year-
to-date results.  The outlook is stable.
     
"The downgrade reflects weaker-than-expected fiscal-year-to-date
operating performance and credit metrics at Dec. 31, 2006," said
Standard & Poor's credit analyst Alison Sullivan.  While sales
grew 17% for this period, EBITDA declined about 9% due to higher
carrot production and beverage input costs.  Revolver borrowing
has also been higher than expected due to the Peter Rabbit Farms
acquisition in August 2006.  Debt leverage increased to about 6x,
while Standard & Poor's expectations were for the company to
reduce its already high debt leverage.
     
"While we expect the company's operating performance to improve
somewhat in fiscal 2008," said Ms. Sullivan, "we do not expect
leverage to decline to levels that would support the prior 'B+'
rating over the next year."
     
The ratings on Bolthouse reflect its narrow focus on the cut and
peeled carrot and super premium natural beverage categories; its
high debt leverage; and its participation in the highly
competitive vegetable and beverage industries.


W.R. GRACE: Wants Asbestos-Related Lawsuits Against BNSF Halted
---------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates asks the Hon. Burton
Lifland of the U.S. Bankruptcy Court for the District of Delaware,
at a hearing last May 21, to bar asbestos-related lawsuits against
Burlington Northern Santa Fe Railway Co., Steven Church of
Bloomberg News reports.

BNSF transported the Debtors' vermiculite ore from the Libby Mine
until 1990 when the mine was shut down, Bloomberg relates.  Many
residents and former railroad workers sued BNSF asserting that
the railroad's transportation of vermiculite exposed them to
asbestos.

At the Court hearing, BNSF says it wants to litigate its asbestos
cases "before memories fade and witnesses die," Bloomberg
relates.

David M. Bernick, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, on the Debtors' behalf, argues that the Debtors' effort
to resolve more than 100,000 asbestos claims would be more
difficult if BNSF starts defending itself in lawsuits involving
the railroad's transportation of vermiculite ore in Libby,
Montana.

Mr. Bernick says plaintiffs in the BNSF lawsuits might eventually
sue the Debtors and the evidence gathered in the BNSF lawsuits
could be used against the Debtors.

Judge Fitzgerald has not yet ruled on the Debtors' request to bar
the BNSF lawsuits.  Judge Fitzgerald, however, has allowed BNSF
to pursue legal claims against its insurers, according to
Bloomberg.

                 Debtors & Union Local 310 Settle

The Debtors and the Building Laborers Union Local 310 have
resolved Claim No. 2785 for an undisclosed settlement amount
pursuant to a settlement agreement.

The Union will be entitled to one vote for purposes of voting
with respect to a plan of reorganization.  If a plan of
reorganization does not provide the Union a 100% discovery of its
Settlement Amount or the Debtors' bankruptcy cases are converted
to Chapter 7, then the Union may void the Agreement and re-assert
its Claim.

The parties agree to mutually release all claims against each
other.

           Debtors Respond to Gen. Services Dept. Brief

The California Department of General Services improperly
submitted a post-trial brief when the Department was only
supposed to cite record evidence concerning whether there is a
scientifically acceptable range of variance from the Debtors'
product formulas that may establish product identification,
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, in Wilmington, Delaware, points out.

Moreover, the Department has not provided any record evidence
that there was any acceptable range of variation from the
Debtors' product formulas, Mr. Cairns points out.

The Department's test did not give the weight percentage of
certain constituents of the Debtors' product formulas, Mr. Cairns
notes, thus there is no way of telling if the products at issue
were manufactured by the Debtors irrespective of any degree of
acceptable variance.

The Debtors note that:

   * The Department's Claim No. 10651's first sample contained
     montmorillonite and the second sample contained
     montmorillonite and titania.  However, the exact percentage
     of montmorillonite contained in each sample was not
     specified.  Thus, it cannot be determined whether or not the
     product at issue in Claim No. 10651 is or was manufactured
     by the Debtors.

   * The Department's expert, Dr. Vander Wood, conceded in his
     report that the product at issue in Claim No. 10651 may
     contain montmorillonite but could not confirm it.

   * The bulk sample for Claim No. 10651 contained kaolinite,
     precipitated carbon and quartz -- ingredients that are not
     part of the Debtors' product formula.

   * With respect to Claim No. 10657, there were two bulk sample
     reports, one of which failed to quantify any of the
     constituents and one of which has percentages of ingredients
     that are inconsistent with the Debtors' formula for
     acoustical plaster.

   * With respect to Claim No. 10659, the three surfacing samples
     were insufficient to establish that the product at issue was
     the Debtors' acoustical plaster.

The Department thus failed to provide sufficient evidence to show
that the Debtors' products were used in the construction of the
buildings at issue in Claim Nos. 10651, 10657 and 10659, Mr.
Cairns contends.

Accordingly, the Debtors ask the Court to disallow and expunge
Claim Nos. 10651, 10657 and 10659.

                    The Department Talks Back

Dr. Vander Wood actually analyzed the five samples remaining at
issue for Claim Nos. 10651, 10657 and 10659, Leslie C. Heilman,
Esq., at Ballard Spahr Andrews & Ingersoll, LLP, in Wilmington,
Delaware, asserts.

It is undisputed that the three samples matched to the Debtors'
formula for Zonolite Attic Proofing and that Dr. Vander Wood's
analyses of the other two samples revealed a positive match with
the Debtors' formula for ZFC, Ms. Heilman emphasizes.

The Department maintains that it has met its burden as to Claim
Nos. 10651, 10657 and 10659.

                  Anderson Asks Court to Strike
                    Updated Claims Objection

Anderson Memorial Hospital and its counsel, Speights & Runyan,
asserts that they have not had the full opportunity to examine
the details of the Debtors' updated objections to Anderson
Memorial's asbestos-related property damage claims.

Anderson Memorial also contends that the Debtors have failed to
file a motion under Rule 15 of the Federal Rules of Civil
Procedure to obtain permission to amend their claims objection
and they have not shown any "new information" as the Court
directed in the Case Management Order.

Accordingly, Anderson Memorial asks the Court to strike the
Debtors' updated objections to the Speights & Runyan PD Claims.

The Official Committee of Asbestos Property Damage Claimants and
the Canadian Claimants represented by Speights & Runyan also
oppose the Debtors' Updated Objections.

The PD Committee points out that the Debtors have continually
represented to the Court and the PD Claims holders that the 15th
Omnibus Objection contained all of the Debtors' objections to PD
Claims, thus there was no need to update them.

The Canadian Claimants agree with Anderson Memorial and assert
that the Debtors did not create "new information" in their
Updated Objection.

The Canadian Claimants assert that they would be prejudiced if
the Debtors are permitted to litigate the Updated Objections
after the entry of the scheduling orders, the retention of expert
witnesses, discovery and legal motions and oral arguments.

Claimants Gulf Atlantic Properties, Inc., and Chicago Historical
Society supports the arguments asserted by the PD Committee and
the Canadian Claimants.

              Debtors Seek Leave to File Objections

In response to Anderson Memorial's objection, the Debtors ask the
Court for leave to amend their objections to Speights & Runyan's
PD Claims and accept the Updated Objections they filed with the
Court in April 2007.

The Debtors argue that their objections to Speights & Runyan's PD
Claims based on Canadian limitations periods were properly made
and discovery has already been conducted.

                      About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expires on
July 23, 2007.  The PI Estimation Trials will begin on June 12,
2007.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  (W.R.
Grace Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ZUFFA LLC: Moody's Assigns Ba3 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service has assigned Zuffa, LLC, dba Ultimate
Fighting Championship a Ba3 corporate family rating, and a Ba3
rating and LGD4-50 to its proposed senior secured credit
facilities.  The facility is comprised of a $275 million eight
year term loan B, and a $25 million six year revolving credit
facility.  Both facilities are secured on a first lien basis by
the stock in subsidiaries, all major domestic subsidiary assets,
and are guaranteed by Zuffa and the major domestic subsidiaries.
The outlook is stable.

Assignments:

   * Issuer: Zuffa, LLC

     -- Senior Secured Bank Credit Facility, Assigned a range of
        50-LGD4 to Ba3

Zuffa's Ba3 corporate family rating reflects its strong first
mover position and growth prospects in the expanding sport of
Mixed Martial Arts.  Zuffa's scale within the sport and brand name
recognition are effective barriers to entry, due to trademark and
copyright protection of its main brand, the Ultimate Fighting
Championship.  

"The UFC brand is synonymous with MMA in the US," said Neil
Begley, Moody's Senior Vice President.  The ratings also are
impacted by the company's significant revenue and free cash flow
growth, and strong credit metrics relative to most other sports
entities.  Its moderate debt-to-EBITDA leverage is comfortably
situated in the Ba rating category based on 2006 results, and is
expected to improve.  The ratings are constrained by the firm's
short history overall as well as short history of strong
performance, its small size, and its revenue concentration in a
relatively limited number of US pay-per-view events.

The facility will be used to refinance existing debt, fund the
pending acquisition of PRIDE Fighting Championships, for other
general corporate purposes, as well as to fund a dividend to
Zuffa's owners.

The stable outlook is based upon Moody's expectation that the
company's credit metrics will improve somewhat over the next
several years.  Moody's anticipates such improvement due to
moderate near-term debt reduction, strong revenue growth, and
increasing diversity of revenues considering the recent
acquisitions and international expansion which should provide
further growth while maintaining healthy margins.  

"In addition, the major costs for Zuffa and UFC such as fighter
compensation and event production and advertising, are largely
variable, limiting much of the fundamental risk exposure seen in
other major sports such as the NFL, NBA, MLB, NHL, and Premier
League," said Begley.

Zuffa, LLC, with its headquarters in Las Vegas, Nevada, through
its operating subsidiaries, is the largest promoter of Mixed
Martial Arts events in the world.  Its major subsidiaries and
brands include Ultimate Fighting Championship seen in over 150
countries and territories, World Extreme Cagefighting, and Pride
Fighting Championships,subject to its pending acquisition.  The
company's subsidiary also co-produces and owns the television
reality series, The Ultimate Fighter, and the company has an
extensive and growing library of fight content which it is
monetizing.


ZUFFA LLC: S&P Rates Proposed $300MM Sr. Credit Facilities at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Zuffa LLC, dba Ultimate Fighting Championship.  

At the same time, S&P assigned its 'BB' bank loan and '3' recovery
rating to Zuffa's proposed $300 million senior secured credit
facilities, indicating the expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.  The
facilities consist of a $25 million revolving credit facility due
2013 and a $275 million term loan B due 2015.  Proceeds from the
transaction will be used to pay a one-time, special dividend to
Zuffa's owners and refinance the company's existing debt.  The
outlook is stable.
     
Las Vegas-based Zuffa is the world's largest promoter and producer
of Mixed Martial Arts sporting events through its Ultimate
Fighting Championship, World Extreme Cagefighting, and Pride
Fighting Championship brands, pending the close of the acquisition
of Pride.  UFC is the company's flagship brand and the primary
contributor to consolidated revenues and cash flow.  Pro forma for
the proposed transaction, total debt outstanding as of Dec. 31,
2006, was $275 million.
      
"The stable outlook reflects our belief that Zuffa's ability to
successfully market UFC events will continue to drive strong
revenue and cash flow growth through the next few years," said
Standard & Poor's credit analyst Guido DeAscanis III.


* FTI Consulting Opens London-based Restructuring Advisory Office
-----------------------------------------------------------------
FTI Consulting Inc. has launched its London-based European
restructuring advisory practice with the recent hiring of eleven
restructuring professionals with significant experience and proven
reputations in the European marketplace.

Senior managing directors Kevin Hewitt, Paul Inglis and David
Morris, who were formerly partners within Ernst & Young's
restructuring practice, lead the London team.  The introduction of
this practice marks a key step in the company's plans to build a
European restructuring practice with complementary transaction
advisory capabilities.
    
"The company is excited to have Kevin, Paul, David and the wider
team on board," Dominic DiNapoli, executive vice president and
chief operating officer of FTI Consulting, said.  "They are with
excellent reputations and the experience and relationships
necessary to generate new opportunities for growth going forward.
The FTI European restructuring practice promises the market a
credible new alternative with flexibility and fewer conflicts than
its major competitors."
    
"With the FD acquisition, FTI extended its presence into many of
the key business and financial centers in Europe," Mr. DiNapoli
added. "The company's London-based restructuring practice takes
this one step further by broadening the range of solutions that
the company is able to bring to clients.  Europe is an important
area of growth for the company and it believes that it has the
right team in place at the right time to capitalize on this
potential."
    
"I am delighted to be launching with a team of thirteen senior
restructuring professionals who are taking on assignments,"
Kevin Hewitt, senior managing director of the European
restructuring practice, stated.  " The company has adopted a
flexible business model allowing it to bring the most appropriate
team and resources to an assignment to drive the implementation of
restructuring solutions.  The strength of the company's team will
be enhanced by the deep talent pool of FTI professionals well as
key strategic alliances that will allow it to immediately draw on
industry expertise and the capabilities of other transaction
advisory professionals."
    
"The company will be hiring new talent into its business and
looking at potential acquisitions to accelerate its European
growth strategy," he added.  "My sense is that the key
restructuring talent in the market is giving consideration, now,
as to where they want to be positioned when the current credit
cycle comes to an end.  The company's launch is therefore very
timely in offering a real differentiated choice in the market."
    
Before joining FTI, Kevin Hewitt, 42, spent nine years as a
restructuring partner at Ernst & Young, where he was responsible
for a team of 25 restructuring professionals who provided high
quality advice to bank creditors, private equity and executive
management teams in complex financial restructuring and
refinancing assignments.
    
Prior to being admitted to the Ernst & Young partnership, Kevin
spent 10 years undertaking a variety of restructuring and
insolvency assignments, including a two-year secondment to HSBC's
work out department in London.
    
Kevin is a Founding Member of the Society of Turnaround
Professionals and actively promotes the rescue culture in his
restructuring work.
    
Paul Inglis, 36, brings 16 years of restructuring experience
across a range of public and private companies with broad
experience that includes strategic, operational and financial
assessments, crisis management & stabilization, the assessment of
management teams, financial restructuring and refinancing,
multitiered stakeholder management and complex stakeholder
options analysis.  Prior to joining FTI, he was a restructuring
partner at Ernst & Young for four years, before which he worked
for 12 years in the restructuring practice of Arthur Andersen,
moving to Ernst & Young after the merger of the firms'
restructuring group.
    
Typically advising creditors or investors, Paul has been involved
in a number of highly complex financial restructuring assignments
across a broad range of sectors and geographies.  Paul is a
Chartered Accountant.
    
David Morris, age 32, has 14 years experience specializing in
complex financial restructuring, working for lenders, investors
and executive management teams.  David was a partner with Ernst &
Young in the firm's restructuring practice.  Prior to Ernst &
Young, David trained with Arthur Andersen.  In the last five
years, David has completed two separate nine-month secondments to
Barclays Capital and Barclays Business Bank.
    
David's experience includes operational and financial assessments,
hands on crisis management and stabilization, strategic change,
managing lender groups, financial restructuring and supporting
refinancings.  He is a Chartered Accountant.

                       About FTI Consulting
    
FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- is  
a global business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 2000
professionals located in most major business centers in the world,
the company works closely with clients every day to anticipate,
illuminate, and overcome complex business challenges in areas such
as investigations, litigation, mergers and acquisitions,
regulatory issues, reputation management and restructuring.


* Robert Warshauer Joins Kroll Zolfo's New York Office
------------------------------------------------------
Kroll Zolfo Cooper has added Robert Warshauer, Esq., a former
managing director of Giuliani Capital Advisors, at the firm's New
York office.

As a managing director of Kroll Zolfo Cooper, he will focus on
growing the firm's restructuring practice.  With more than 20
years of experience, Warshauer has advised numerous boards of
directors, management teams and creditor groups on all aspects of
corporate reorganizations, mergers & acquisitions, capital
sourcings, and strategic and operational issues.  He has managed
large, complex situations involving both public and private
companies across a wide range of industries, including airlines,
retail, manufacturing, distribution, technology and
telecommunications.

"Rob's unique combination of expertise as an advisor and operating
executive adds both breadth and depth to our team," said Steven
Panagos, national practice leader of Kroll Zolfo Cooper.  "His
experience and extensive relationships will prove valuable as we
continue to serve our clients and grow our practice."

Most recently Warshauer served as the president and member of the
board of directors of Lighting Science Group Corporation, a
publicly traded technology company.  Previously he was a managing
director and board member of Giuliani Capital Advisors and senior
managing director and board member of Ernst & Young Corporate
Finance. Notable recent assignments include Gateway, Hawaiian
Airlines, Pacific Crossing, Solutia and USAirways.

Warshauer earned his MBA from New York University and his BSBA
from Bucknell University.  He is a member of the AICPA, the
Turnaround Management Association and the American Bankruptcy
Institute, where he serves on the board.  He is a frequent speaker
on current restructuring trends that impact corporations and
investors.

                     About Kroll Inc.

Based in New York City, Kroll Inc. (NASDAQ: KROL) --
http://www.krollworldwide.com/-- is an independent risk  
consulting company, and provides a broad range of investigative,
intelligence, financial, security and technology services to help
clients reduce risks, solve problems and capitalize on
opportunities.  The firm has more than 60 offices on six
continents, and has a multidisciplinary corps of more than 2,600
employees and serves a global clientele of law firms, financial
institutions, corporations, non-profit institutions, government
agencies and individuals.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:


In re Michael James Redmond
   Bankr. C.D. Calif. Case No. 07-11500
      Chapter 11 Petition filed May 8, 2007
         See http://bankrupt.com/misc/cacb07-11500.pdf

In re Quinn River, L.L.C.
   Bankr. W.D. La. Case No. 07-50539
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/lawb07-50539.pdf

In re Greenville Auto Works L.L.C.
   Bankr. D. Mass. Case No. 07-12908
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/mab07-12908.pdf

In re Neal Properties, L.L.C.
   Bankr. N.D. Miss. Case No. 07-11557
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/msnb07-11557.pdf

In re Medical Transportation of New Jersey, Inc.
   Bankr. D. N.J. Case No. 07-16468
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/njb07-16468.pdf

In re Peralta Realty Corporation
   Bankr. E.D. N.Y. Case No. 07-42494
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/nyeb07-42494.pdf

In re Nisthauz Group, Inc.
   Bankr. E.D. N.Y. Case No. 07-42503
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/nyeb07-42503.pdf

In re Tony Lee Young
   Bankr. M.D. Tenn. Case No. 07-03243
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/tnmb07-03243.pdf

In re Qusatra, Inc.
   Bankr. E.D. Wash. Case No. 07-01560
      Chapter 11 Petition filed May 9, 2007
         See http://bankrupt.com/misc/waeb07-01560.pdf

In re Professional Payroll Plus, Inc.
   Bankr. M.D. Fla. Case No. 07-03848
      Chapter 11 Petition filed May 10, 2007
         See http://bankrupt.com/misc/flmb07-03848.pdf

In re Richard P. Martin
   Bankr. D. Maine Case No. 07-20384
      Chapter 11 Petition filed May 10, 2007
         See http://bankrupt.com/misc/meb07-20384.pdf

In re Pittman Mechanical, Inc.
   Bankr. S.D. Miss. Case No. 07-01435
      Chapter 11 Petition filed May 10, 2007
         See http://bankrupt.com/misc/mssb07-01435.pdf

In re Coleman Communications Corporation
   Bankr. W.D. N.Y. Case No. 07-01906
      Chapter 11 Petition filed May 10, 2007
         See http://bankrupt.com/misc/nywb07-01906.pdf

In re Java Cup, Incorporated
   Bankr. S.D. Tex. Case No. 07-33171
      Chapter 11 Petition filed May 10, 2007
         See http://bankrupt.com/misc/txsb07-33171.pdf

In re New Look Janitorial Services, Inc.
   Bankr. S.D. Tex. Case No. 07-33186
      Chapter 11 Petition filed May 10, 2007
         See http://bankrupt.com/misc/txsb07-33186.pdf

In re Clifford Peter Matican
   Bankr. D. Ariz. Case No. 07-02158
      Chapter 11 Petition filed May 11, 2007
         See http://bankrupt.com/misc/azb07-02158.pdf

In re Smith-Congleton Hardware, Inc.
   Bankr. E.D. N.C. Case No. 07-01016
      Chapter 11 Petition filed May 11, 2007
         See http://bankrupt.com/misc/nceb07-01016.pdf

In re WT Tool & Die, Inc.
   Bankr. N.D. Ohio Case No. 07-41108
      Chapter 11 Petition filed May 11, 2007
         See http://bankrupt.com/misc/ohnb07-41108.pdf

In re DeSimone's, Ltd.
   Bankr. W.D. Pa. Case No. 07-23063
      Chapter 11 Petition filed May 11, 2007
         See http://bankrupt.com/misc/pawb07-23063.pdf

In re Manuel Jacinto Campo Arce
   Bankr. D. P.R. Case No. 07-02575
      Chapter 11 Petition filed May 12, 2007
         See http://bankrupt.com/misc/prb07-02575.pdf

In re James Heur
   Bankr. C.D. Calif. Case No. 07-11397
      Chapter 11 Petition filed May 14, 2007
         See http://bankrupt.com/misc/cacb07-11397.pdf

In re Old Tibet, Inc.
   Bankr. D. Colo. Case No. 07-14910
      Chapter 11 Petition filed May 14, 2007
         See http://bankrupt.com/misc/cob07-14910.pdf

In re CCI Partnership I
   Bankr. M.D. Pa. Case No. 07-01488
      Chapter 11 Petition filed May 14, 2007
         See http://bankrupt.com/misc/pamb07-01488.pdf

In re Kearns Trucking, Inc.
   Bankr. W.D. Pa. Case No. 07-23117
      Chapter 11 Petition filed May 14, 2007
         See http://bankrupt.com/misc/pawb07-23117.pdf

In re Andy Molnar
   Bankr. W.D. Pa. Case No. 07-23120
      Chapter 11 Petition filed May 14, 2007
         See http://bankrupt.com/misc/pawb07-23120.pdf

In re Richard George Helsley
   Bankr. D. Idaho Case No. 07-40355
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/idb07-40355.pdf

In re James' Triple Play, L.L.C.
   Bankr. N.D. Ill. Case No. 07-08839
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/ilnb07-08839.pdf

In re Cosmetology Institute of America, Inc.
   Bankr. S.D. Ind. Case No. 07-90939
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/insb07-90939.pdf

In re Brookland Center Restaurant, L.L.C.
   Bankr. D. Md. Case No. 07-14419
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/mdb07-14419.pdf

In re Way Up North Grill, L.L.C.
   Bankr. E.D. Mich. Case No. 07-31588
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/mieb07-31588.pdf

In re Hanan's Investments, Inc.
   Bankr. E.D. Mich. Case No. 07-49582
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/mieb07-49582.pdf

In re G.R. Auto Supply, Inc.
   Bankr. E.D. N.Y. Case No. 07-71702
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/nyeb07-71702.pdf

In re Roberts Consultant, Inc.
   Bankr. N.D. Ohio Case No. 07-13534
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/ohnb07-13534.pdf

In re Streetsboro Auto & Truck, Inc.
   Bankr. N.D. Ohio Case No. 07-51480
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/ohnb07-51480.pdf

In re Madrone Canyon Estates, L.L.C.
   Bankr. W.D. Tex. Case No. 07-10858
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/txwb07-10858.pdf

In re Telford's Chevrolet Company, Inc.
   Bankr. S.D. W. Va. Case No. 07-20499
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/wvsb07-20499.pdf

In re Charles Walker Ferguson, IV
   Bankr. S.D. W. Va. Case No. 07-30173
      Chapter 11 Petition filed May 15, 2007
         See http://bankrupt.com/misc/wvsb07-30173.pdf

In re K&D Distribution Services, Inc.
   Bankr. C.D. Ill. Case No. 07-90708
      Chapter 11 Petition filed May 16, 2007
         See http://bankrupt.com/misc/ilcb07-90708.pdf

In re Triangle Earthworks, Inc.
   Bankr. E.D. N.C. Case No. 07-01054
      Chapter 11 Petition filed May 16, 2007
         See http://bankrupt.com/misc/nceb07-01054.pdf

In re C.Q.I. Flooring, Inc.
   Bankr. D. N.J. Case No. 07-16826
      Chapter 11 Petition filed May 16, 2007
         See http://bankrupt.com/misc/njb07-16826.pdf

In re Restoration Health, L.L.C.
   Bankr. E.D. N.Y. Case No. 07-71750
      Chapter 11 Petition filed May 16, 2007
         See http://bankrupt.com/misc/nyeb07-71750.pdf

In re Daily Planet Properties, Inc.
   Bankr. S.D. Ohio Case No. 07-12205
      Chapter 11 Petition filed May 16, 2007
         See http://bankrupt.com/misc/ohsb07-12205.pdf

In re Richard D. Chatterton
   Bankr. W.D. Tex. Case No. 07-30550
      Chapter 11 Petition filed May 16, 2007
         See http://bankrupt.com/misc/txwb07-30550.pdf

In re Lake Berryessa Enterprises, Inc. II
   Bankr. N.D. Calif. Case No. 07-10565
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/canb07-10565.pdf

In re Realty Leaders, Inc.
   Bankr. N.D. Ga. Case No. 07-67793
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/ganb07-67793.pdf

In re Rosenbarger Excavating, Inc.
   Bankr. S.D. Ind. Case No. 07-90974
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/insb07-90974.pdf

In re Desertscapes, Inc.
   Bankr. D. N.M. Case No. 07-11178
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/nmb07-11178.pdf

In re LaGuardia Tavern Corp.
   Bankr. S.D. N.Y. Case No. 07-11510
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/nysb07-11510.pdf

In re PubliCARD, Inc.
   Bankr. S.D. N.Y. Case No. 07-11517
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/nysb07-11517.pdf

In re Bore Tech, Inc.
   Bankr. E.D. Pa. Case No. 07-12900
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/paeb07-12900.pdf

In re Blue & Grey Industries, L.L.C.
   Bankr. E.D. Va. Case No. 07-11242
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/vaeb07-11242.pdf

In re Timbers Entertainment Center, L.L.C.
   Bankr. W.D. Wis. Case No. 07-11930
      Chapter 11 Petition filed May 17, 2007
         See http://bankrupt.com/misc/wiwb07-11930.pdf

In re Trask Transportation, L.L.C.
   Bankr. M.D. La. Case No. 07-10679
      Chapter 11 Petition filed May 18, 2007
         See http://bankrupt.com/misc/lamb07-10679.pdf

In re Phoenix Auto Corporation, Inc.
   Bankr. E.D. Mich. Case No. 07-49887
      Chapter 11 Petition filed May 18, 2007
         See http://bankrupt.com/misc/mieb07-49887.pdf

In re Robert S. Grimal
   Bankr. D. N.J. Case No. 07-16963
      Chapter 11 Petition filed May 18, 2007
         See http://bankrupt.com/misc/njb07-16963.pdf

In re 7th Avenue Restaurant Group, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-11522
      Chapter 11 Petition filed May 18, 2007
         See http://bankrupt.com/misc/nysb07-11522.pdf

In re 7th Avenue Restaurant Group Holdings, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-11523
      Chapter 11 Petition filed May 18, 2007
         See http://bankrupt.com/misc/nysb07-11523.pdf

In re Ranier Holdings, L.L.C.
   Bankr. E.D. Va. Case No. 07-11256
      Chapter 11 Petition filed May 18, 2007
         See http://bankrupt.com/misc/vaeb07-11256.pdf

In re Buck Stop Dollar Store, Inc.
   Bankr. E.D. Tex. Case No. 07-41041
      Chapter 11 Petition filed May 19, 2007
         See http://bankrupt.com/misc/txeb07-41041.pdf

In re S.C.T. Tylersville, Inc.
   Bankr. S.D. Ohio Case No. 07-12309
      Chapter 11 Petition filed May 19, 2007
         See http://bankrupt.com/misc/ohsb07-12309.pdf

In re Chiropractic of San Angelo, P.C.
   Bankr. N.D. Tex. Case No. 07-10190
      Chapter 11 Petition filed May 20, 2007
         See http://bankrupt.com/misc/txnb07-10190.pdf

In re Los Robles@Cherry Grove, L.L.C.
   Bankr. D. S.C. Case No. 07-02706
      Chapter 11 Petition filed May 20, 2007
         See http://bankrupt.com/misc/scb07-02706.pdf

In re Mountain View Restaurant, Inc.
   Bankr. N.D. Ala. Case No. 07-81261
      Chapter 11 Petition filed May 21, 2007
         See http://bankrupt.com/misc/alnb07-81261.pdf

In re Alpha Legal Forms & More, Inc.
   Bankr. D. Ariz. Case No. 07-00841
      Chapter 11 Petition filed May 21, 2007
         See http://bankrupt.com/misc/azb07-00841.pdf

In re Live Wire Development, Inc.
   Bankr. C.D. Calif. Case No. 07-14126
      Chapter 11 Petition filed May 21, 2007
         See http://bankrupt.com/misc/cacb07-14126.pdf

In re Abby Restoration, Inc.
   Bankr. D. Mass. Case No. 07-13149
      Chapter 11 Petition filed May 21, 2007
         See http://bankrupt.com/misc/mab07-13149.pdf

In re Christopher Noel O'Donnell
   Bankr. D. Md. Case No. 07-14600
      Chapter 11 Petition filed May 21, 2007
         See http://bankrupt.com/misc/mdb07-14600.pdf

In re Doris Lornell Tucker
   Bankr. D. Md. Case No. 07-14603
      Chapter 11 Petition filed May 21, 2007
         See http://bankrupt.com/misc/mdb07-14603.pdf

In re Landis Investment Company , L.L.C.
   Bankr. E.D. Va. Case No. 07-070806
      Chapter 11 Petition filed May 21, 2007
         See http://bankrupt.com/misc/vaeb07-070806.pdf

In re Viva Motorsports, Inc.
   Bankr. C.D. Calif. Case No. 07-14173
      Chapter 11 Petition filed May 22, 2007
         See http://bankrupt.com/misc/cacb07-14173.pdf

In re Douglas L. West
   Bankr. C.D. Ill. Case No. 07-81098
      Chapter 11 Petition filed May 22, 2007
         See http://bankrupt.com/misc/ilcb07-81098.pdf

In re Rickie Allan Pease
   Bankr. N.D. Ind. Case No. 07-11406
      Chapter 11 Petition filed May 22, 2007
         See http://bankrupt.com/misc/innb07-11406.pdf

In re New Millennium Suites, Inc.
   Bankr. D. N.J. Case No. 07-17081
      Chapter 11 Petition filed May 22, 2007
         See http://bankrupt.com/misc/njb07-17081.pdf

In re Mountain Life Group, Inc.
   Bankr. E.D. Tenn. Case No. 07-11943
      Chapter 11 Petition filed May 22, 2007
         See http://bankrupt.com/misc/tneb07-11943.pdf

In re Joseph Leroy Smith
   Bankr. W.D. Tenn. Case No. 07-11480
      Chapter 11 Petition filed May 22, 2007
         See http://bankrupt.com/misc/tnwb07-11480.pdf

In re Jubilee Group Homes, Inc.
   Bankr. S.D. Tex. Case No. 07-33326
      Chapter 11 Petition filed May 22, 2007
         See http://bankrupt.com/misc/txsb07-33326.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, and Peter A. Chapman,
Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***