TCR_Public/070601.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, June 1, 2007, Vol. 11, No. 129

                             Headlines

AEROFLEX INC: S&P Puts B Corporate Credit Rating on Negative Watch
AGFORCE CHEMICAL: Case Summary & 12 Largest Unsecured Creditors
ALLIED HOLDINGS: Emerges from Chapter 11 Bankruptcy Protection
AMERICAN COMMERCE: Pender Newkirk Raises Going Concern Doubt
AMERIQUEST MORTGAGE: Fitch Junks Rating on Two Certificate Classes

AMERIQUEST MORTGAGE: S&P Puts D Rating on Class M-4 Certificates
ATHEROGENICS INC: Reduces Workforce by 50%
ATHEROGENICS INC: March 31 Balance Sheet Upside-Down by $164 Mil.
BERRY PLASTICS: Moody's May Cut Low-B Ratings After Review
BERRY PLASTICS: S&P Junks Rating on Proposed $500 Million Notes

BETH ISRAEL: Taps Besler Consulting as Medicare Consultant
CATALYST PAPER: Eliminates 130 Support Positions
CENDANT MORTGAGE: S&P Holds Low-B Rating s on Four Transactions
CHOICE HOTELS: March 31 Balance Sheet Upside-down by $70.5 Million
CINCINNATI BELL: March 31 Balance Sheet Upside-down by $773.1 Mil.

CITICORP MORTGAGE: Fitch Rates Class B-5 Certificates at B
CLAYMONT STEEL: March 31 Balance Sheet Upside-Down by $49.9 Mil.
COMMUNITY HEALTH: Commences Tender Offer for 6-1/2% Senior Notes
COMPASS MINERALS: March 31 Balance Sheet Upside-down by $45.5 Mil
CONSUMERS ENERGY: To Buy Power Plant with LS Power for $517 Mil.

DAVE & BUSTER'S: Debt Reduction Prompts S&P to Lift Rating to B
DOLE FOOD: Posts $10.2 Million Net Loss in Qtr. Ended March 24
DUTCH HILL: Moody's Rates $11.8 Million Class D-3 Notes at Ba2
EQUIPMENT FINANCE: Loan Scheme Probe Uncovers Employee Collusion
EQUISTAR CHEMICALS: To Redeem $300MM of 10.125% & 10.625% Notes

GEMSTONE CDO: Moody's Rates $18.7 Million Class E Notes at Ba1
GLOBAL HOME: Court Extends Exclusive Plan-Filing Period to Oct. 4
GLOBAL POWER: Court Approves BDO Seidman as Auditors
GLOBAL POWER: Wants Hogan & Slovacek to Assist BDO Seidman
GOODYEAR TIRE: Fitch Lifts Issuer Default Rating to B+

GVI SECURITY: Names Chris Young as Vice President of Finance
HALCYON SECURITIZED: Moody's Rates $4 Mil. Class E Notes at Ba1
HEXION SPECIALTY: S&P Holds B- Rating on $825 Million Notes
INDUSTRY MORTGAGE: Fitch Holds BB Ratings on 2 Class Certificates
INSIGHT HEALTH: Files Prepackaged Chapter 11 in Delaware

INSIGHT HEALTH: Case Summary & Eight Largest Unsecured Creditors
INSIGHT HEALTH: Bankruptcy Filing Prompts S&P's D Rating
INTERSTATE HOTELS: Closes $74MM Acquisition of Westin Atlanta
JHCI ACQUISITION: Moody's Junks Rating on $150 Mil. Term Loan
JHCI ACQUISITION: S&P Junks Rating on Proposed $150 Mil. Facility

JO-ANN STORES: Posts $1.7 Million Net Loss in Quarter Ended May 5
LYONDELL CHEMICAL: Sells $510 Million of 6.785% Senior Notes
LYONDELL CHEMICAL: Fitch Rates $500 Million Senior Notes at BB-
LYONDELL CHEMICAL: Moody's Rates $500 Million Senior Notes at B1
LYONDELL CHEMICAL: S&P Rates Proposed $500 Million Notes at B+

M. GRANDE RESORT: Case Summary & 20 Largest Unsecured Creditors
MEDIACOM COMMS: March 31 Balance Sheet Upside-Down by $110.2 Mil.
METROPCS COMMUNICATIONS: S&P Revises Outlook to Positive
METROPCS WIRELESS: S&P Holds CCC Rating on $1.3 Billion Notes
METROPCS WIRELESS: Moody's Lifts Ratings on Strong Performance

MGM MIRAGE: Committee Selects UBS and Weil Gotshal as Advisors
MUELLER WATER: Amends Credit Pact with Bank of America, et al.
MUZAK HOLDINGS: Moody's Holds Ratings & Says Outlook is Developing
NATIONAL CINEMEDIA: March 29 Balance Sheet Upside-Down by $584MM
NEUROCHEM INC: March 31 Balance Sheet Upside-Down by CDN$25.2MM

NEW YORK RACING: Court Okays Kroll Zolfo as Financial Advisor
NEW YORK RACING: Court Okays Whiteman Osterman as Special Counsel
NORTHWEST AIRLINES: Emerges from Chapter 11 Bankruptcy Protection
NORTHWEST AIRLINES: Celebrates Listing on NYSE
NOVELL INC: Posts $2.1 Million Net Loss in Quarter Ended April 30

NPC INTERNATIONAL: Debt Reduction Prompts S&P to Hold B+ Rating
PINNACLE ENTERTAINMENT: Fitch Puts B- Rating on $350 Million Notes
PUIG INC: Case Summary & 197 Largest Unsecured Creditors
RELIANT ENERGY: S&P Rates Proposed $1.25 Billion Notes at B-
ROGERS COMMUNICATIONS: Board Approves Annual Divided Increase

SAKS INC: Fitch Affirms Issuer Default Rating at B
STANADYNE CORP: S&P Revises $65 Million Loans' Rating to B+
STONEPATH GROUP: Wants Involuntary Chapter 7 Case Dismissed
STONEPATH GROUP: Contests SBI's Notes Default Issuance
TANGER FACTORY: Proxy Proposal Okayed at Shareholders Meeting

TRIAD HOSPITALS: Launches Offer for 7% Senior Notes
TRIBUNE CO: Names Howard Greenberg as Sun Sentinel Pres. & CEO
TRICADIA CDO: Moody's Rates $7 Million Class F Sec. Notes at Ba2
TRM CORP: PricewaterhouseCoopers Raises Going Concern Doubt
URS CORP: Moody's May Cut Ba1 Rating on Washington Acquisition

WESTCHESTER CLO: S&P Rates $37.5 Million Class E Notes at BB

* Barclays Settles SEC Insider Trading Suit

* BOOK REVIEW: American Arbitration: Its History, Functions and
               Achievements

                             *********

AEROFLEX INC: S&P Puts B Corporate Credit Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Plainview, New York-based Aeroflex Inc. on CreditWatch
with negative implications following the company's announcement
that it accepted a higher buyout offer from subsidiaries of
Veritas Capital, and terminated its merger agreement with
General Atlantic and Francisco Partners.

"At the same time, the 'B+'-rated U.S.-based first-lien, the 'B'-
rated U.K.-based first-lien, and 'CCC+'-rated second-lien senior
secured ratings and all recovery ratings were withdrawn,
because the loans will not close and the new capital structure
will be revised and have different terms," said Standard & Poor's
credit analyst Lucy Patricola.

S&P will review the new terms of the transaction to determine the
final impact on the rating, focusing specifically on the potential
for increased leverage to finance the higher offer. At that time,
S&P expects to issue ratings related to the new capital structure.


AGFORCE CHEMICAL: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AgForce Chemical, L.L.C.
        2388 Raccoon Road
        Robinson, KS 66532

Bankruptcy Case No.: 07-21130

Type of Business: The Debtor sells agricultural chemicals.  See
                  http://www.agforcechemical.com/

Chapter 11 Petition Date: May 29, 2007

Court: District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtors' Counsel: Stanley B. Bachman, Esq.
                  16400 West 118th Street
                  Olathe, KS 66061
                  Tel: (913) 645-0228

Estimated Assets:       $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtors' 12 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Hiawatha National Bank      bank loan;              $1,350,000
805 1st Street              value of
Hiawatha, KS 66434          security:
                            $300,000

East Kansas Chemical        trade debt                $500,000
P.O. Box 725
Wellsville, KS 66092

U.A.P.                      trade debt                $290,259
P.O. Box 847664
Dallas, TX 75284-7664

Helena Chemical             trade debt                $193,865

AgExplorer                  trade debt                $115,220

Spiner Ag                   trade debt                 $98,417

Mycogen Seed                trade debt                 $47,188

International Chemical      trade debt                 $43,888

Flatland Fertilizer         trade debt                 $40,000

Midland Seed                trade debt                 $27,351

Morris County Treasurer     taxes                      $13,023

Bank of America             credit card                 $6,846
                            Debt


ALLIED HOLDINGS: Emerges from Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Allied Systems Holdings, Inc., formerly Allied Holdings, Inc.,
disclosed that effective May 29, 2007, it has emerged from
bankruptcy.

The company has substantially consummated the transactions
contemplated by its Second Amended Joint Plan of Reorganization
that was filed by Allied together with Yucaipa American Alliance
Fund I, LP, Yucaipa American Alliance (Parallel) Fund I, LP and
the Teamsters National Automobile Transportation Industry
Negotiating Committee, on behalf of the International Brotherhood
of Teamsters.

The joint plan was confirmed by the U.S. Bankruptcy Court for the
Northern District of Georgia on May 18, 2007.

As part of the joint plan, Allied Holdings, Inc. was merged with
and into its subsidiary, Allied Systems Holdings, Inc., with
Allied Systems Holdings, Inc. as the surviving corporation.

Pursuant to Allied Holdings' plan of reorganization, its pre-plan
common stock (which had traded on The Pink Sheets under the symbol
AHIZQ.PK) was cancelled and holders of the pre-plan common stock
will not receive a distribution of any kind under the joint plan.

Allied will issue new shares of common stock in payment of certain
bankruptcy claims, however it is not anticipated that these new
shares will be listed for trading on any market system or over the
counter.

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  At March 31, 2007, Allied
Holdings' balance sheet showed $305,572,000 in total assets,
$521,078,000 in total liabilities, resulting in a $215,506,000
stockholders' deficit.


AMERICAN COMMERCE: Pender Newkirk Raises Going Concern Doubt
------------------------------------------------------------
Pender Newkirk & Company LLP, of Tampa, Fla., expressed
substantial doubt about American Commerce Solutions, Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended Feb. 28, 2007,
and 2006.  The auditing firm noted that the company incurred a net
loss for the year ended Feb. 28, 2007 and has an accumulated
deficit and negative working capital at Feb. 28, 2007.  Pender
Newkirk further stated that the company is in default on several
notes payable at Feb. 28, 2007.

The company posted a $1,450,388 net loss on $2,351,288 revenue for
the year ended Feb. 28, 2007, as compared with a $922,351 net loss
on $2,301,574 revenue in the prior year.

For the year ended Feb. 28, 2007, the company's selling, general
and administrative expenses grew to $2,151,316 from $2,115,724 in
the prior year.

At Feb. 28, 2007, the company's balance sheet showed $5,433,253 in
total assets and $1,590,747 in total liabilities, resulting to
$1,944,778 in stockholders' equity.  The company also reported
strained liquidity in its balance sheet with $457,810 in total
current assets and $1,897,728 in total current liabilities.

                  Liquidity and Capital Resources

During the fiscal years ended Feb. 28, 2007, and 2006, the company
used net cash for operating activities of $576,838 and $254,904,
respectively.  This increase in cash used by operating activities
is primarily due to the overall increase in the net loss from the
prior year.

During the years ended Feb. 28, 2007, and 2006, the company
provided funds of $215,110 and used $102,861 for investing
activities, respectively.  This increase in cash provided from
investing activities is mainly due to the payments received on the
notes receivable.

During the years ended Feb. 28, 2007, and 2006, the company
provided cash from financing activities of $360,226 and $312,391,
respectively.  The increase in net cash provided by financing
activities is due to an increase in the cash received from the
issuance of notes payable.

A full-text copy of the company's 2006 annual report is available
for free at http://researcharchives.com/t/s?2066

                       About American Commerce

Headquartered in Bartow, Fla., American Commerce Solutions, Inc. -
- (OTCBB: AACS) --  http://www.aacssymbol.com/-- is primarily a
holding company with two wholly owned subsidiaries; International
Machine and Welding Inc. is engaged in the machining and
fabrication of parts used in industry, and parts sales and service
for heavy construction equipment; Chariot Manufacturing Company,
Inc., which was acquired on Oct. 11, 2003, from a related party,
manufactures motorcycle trailers with fiberglass bodies.


AMERIQUEST MORTGAGE: Fitch Junks Rating on Two Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Ameriquest
Mortgage Securities Inc. home equity issues:

  Series 2003-1

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A+';
     -- Class MF-3, MV-3 affirmed at 'BB';
     -- Class M-4 downgraded from 'B' to 'C' and assigned a
        distressed recovery (DR) rating of 'DR4';

  Series 2004-R2

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'AA';
     -- Class M-3 affirmed at 'AA-';
     -- Class M-4 affirmed at 'A+';
     -- Class M-5 affirmed at 'A';
     -- Class M-6 affirmed at 'A-';
     -- Class M-7 affirmed at 'BBB+';
     -- Class M-8 downgraded from 'BBB' to 'BB';

  Series 2004-R4

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded from 'A' to 'A-';
     -- Class M-3 downgraded from 'A-' to 'BB+';
     -- Class M-4 downgraded from 'BBB+' to 'BB';
     -- Class M-5 downgraded from 'BBB-' to 'B';
     -- Class M-6 downgraded from 'BB-' to 'CCC', and assigned a
        distressed recovery (DR) rating of 'DR1';

  Series 2005-R3

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

  Series 2004-W8

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

The affirmations, affecting approximately $1.4 billion of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.  The negative rating
actions affect approximately $101.46 million of outstanding
certificates.

The negative rating actions reflect continued deterioration in the
relationship between CE and expected losses.  Faster-than-expected
prepayment speeds and rising interest rates led to diminished
levels of excess spread available to cover losses and maintain OC.
In addition, monthly losses have exceeded excess spread in recent
months, which has caused deterioration in the OC amount.

The underlying collateral consists of fully amortizing 15 to 30
year fixed and adjustable rate mortgages secured by first liens
extended to subprime borrowers.  As of the April distribution
date, the transactions listed above are seasoned from 24 (2005-R3)
to 50 (2003-1) months.  The pool factors (current principal
balance as a percentage of original) range approximately from 9%
(2003-1) to 40% (2005-R3).

The Ameriquest Securities loans, the retail sector for the
Ameriquest Mortgage Securities Inc., were either originated or
acquired by Ameriquest Mortgage Company.  Ameriquest Mortgage
Company serves as the servicer for the loans and is rated 'RPS3+'
by Fitch.


AMERIQUEST MORTGAGE: S&P Puts D Rating on Class M-4 Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-4 asset-backed pass-through certificates from Ameriquest
Mortgage Securities Inc.'s series 2002-3 to 'D' from 'CCC'.

At the same time, S&P affirmed its ratings on the other two
classes from the same series.  In addition, S&P lowered the
ratings on three classes from series 2003-1, two of which remain
on CreditWatch with negative implications.  S&P removed the rating
on the third downgraded class from series 2003-1 from CreditWatch
negative.  Finally, S&P affirmed the ratings on the other two
classes from series 2003-1.

The downgrades reflect the adverse performance of the mortgage
pools backing these two transactions, as monthly net losses
continue to significantly exceed monthly excess interest and
steadily erode overcollateralization.

In fact, losses have reduced the O/C for series 2002-3 to zero,
resulting in the downgrade of the most subordinate class, class
M-4, to 'D' from 'CCC'.  As of the May 2007 distribution period,
series 2002-3 had total delinquencies of 24.53% of the current
pool balance, with severe delinquencies totaling 14.74%.
Cumulative realized losses totaled 2.64% of the original pool
balance.  The transaction is 55 months seasoned and has
paid down to 6.64% of its original size.

Losses have eroded the O/C for series 2003-1 to 0.01% of its
original pool balance, well below its target of 0.75%.  As a
result, S&P lowered the rating on class M-4, the most subordinate
class, to 'CCC' from 'B'.  In addition, S&P lowered the ratings on
classes MF-3 and MV-3 to 'B' from 'BBB' and left them on
CreditWatch negative.

As of the May distribution, series 2003-1 had total delinquencies
of 23.58%, with severe delinquencies of 15.81%.  To date, this
series has cumulative realized losses of 1.95% of its original
pool balance.  This series is 50 months seasoned and had paid down
to 8.93% of its original pool balance.

The affirmed ratings reflect adequate actual and projected credit
support provided by subordination.  The collateral for both series
consists of 30-year, fixed- and adjustable-rate subprime mortgage
loans secured by first liens on one- to four-family residential
properties.

                         Rating Lowered

                Ameriquest Mortgage Securities Inc.
              Asset-backed pass-through certificates

                                         Rating
                                         ------
            Series   Class           To             From
            ------   -----           --             ----
            2002-3   M-4             D              CCC

          Ratings Lowered and Remaining on Creditwatch Negative

               Ameriquest Mortgage Securities Inc.
             Asset-backed pass-through certificates
                               Rating

            Series   Class           To             From
            ------   -----           --             ----
            2003-1   MF-3, MV-3      B/Watch Neg    BBB/Watch Neg

           Rating Lowered and Removed from Creditwatch Negative

               Ameriquest Mortgage Securities Inc.
             Asset-backed pass-through certificates

                                         Rating
                                         ------
            Series   Class           To             From
            ------   -----           --             ----
            2003-1   M-4             CCC            B/Watch Neg

                         Ratings Affirmed

               Ameriquest Mortgage Securities Inc.
             Asset-backed pass-through certificates

                   Series   Class      Rating
                   ------   -----      ------
                   2002-3   M-2        A+
                   2002-3   M-3        BBB
                   2003-1   M-1        AA+
                   2003-1   M-2        A+


ATHEROGENICS INC: Reduces Workforce by 50%
------------------------------------------
AtheroGenics implemented a restructuring plan that reduced its
workforce by approximately 50% to 67 employees from 127.  This
action was designed to streamline company operations and is the
first step of its new strategic plan, focused on advancing
development of its novel drug candidate, AGI-1067.

In April, AtheroGenics and AstraZeneca Plc ended their
collaboration to develop and commercialize AGI-1067, after the
drug failed to produce expected results, according to various
reports.  As a result of this decision, AtheroGenics reacquired
all worldwide rights for AGI-1067 and continued to develop the
compound.  As part of the termination provisions of the agreement,
AstraZeneca is responsible for providing transition support to
AtheroGenics.

Based in Alpharetta, Georgia, AtheroGenics Inc. (NASDAQ: AGIX) --
http://www.atherogenics.com/-- is a pharmaceutical company that
focuses on the discovery, development and commercialization of
novel drugs for the treatment of chronic inflammatory diseases,
including heart disease (atherosclerosis), rheumatoid arthritis
and asthma.  AtheroGenics also has preclinical programs in
rheumatoid arthritis and asthma utilizing its proprietary vascular
protectant(R) technology.


ATHEROGENICS INC: March 31 Balance Sheet Upside-Down by $164 Mil.
-----------------------------------------------------------------
AtheroGenics Inc. released its financial results for the quarter
ended March 31, 2007.

At March 31, 2007, the company's balance sheet total assets of
$157.4 million and total liabilities of $321.5 million, resulting
in a $164 million stockholders' deficit.

The company reported a $12.6 million net loss on $11.4 million
revenues for the quarter ended March 31, 2007, compared to a
$19.2 million net loss on $4.1 million revenues for the same
period in 2006.

Since inception, the company has financed its operations primarily
through sales of equity securities and convertible notes.  At
March 31, 2007, the company had cash, cash equivalents and short-
term investments of $130.3 million, compared with $151.8 million
at Dec. 31, 2006.

Working capital at March 31, 2007 was $105 million, compared to
$118.8 million at Dec. 31, 2006.  The decrease in cash, cash
equivalents and short-term investments and working capital for the
three months ended March 31, 2007 is due to the use of funds for
operating purposes and capital equipment purchases.

Based in Alpharetta, Georgia, AtheroGenics Inc. (NASDAQ: AGIX) --
http://www.atherogenics.com/-- is a pharmaceutical company that
focuses on the discovery, development and commercialization of
novel drugs for the treatment of chronic inflammatory diseases,
including heart disease (atherosclerosis), rheumatoid arthritis
and asthma.  AtheroGenics also has preclinical programs in
rheumatoid arthritis and asthma utilizing its proprietary vascular
protectant(R) technology.


BERRY PLASTICS: Moody's May Cut Low-B Ratings After Review
----------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Berry Plastics Holdings Corporation on review for possible
downgrade.

The review follows the company's announcement that it intends to
enter into a new $500 million senior unsecured term loan facility.
The proceeds, along with cash on hand, are expected to be used to
fund a special one time dividend.

Pro forma for the transaction, Berry's credit metrics are more
indicative of a B3 rating rather than a B2.  Pro forma metrics are
for the 12 months ended March 31, 2007 and include Moody's
standard analytical adjustments, but do not include any projected
synergies.  Pro forma leverage rises to approximately 8.5 times
from 7.2 times and the ratio of EBIT to interest declines to 0.6
times from 0.8 times.

Berry's rating upon the consummation of the merger with Covalence
reflected an expected reduction in debt in the intermediate term
to a level more consistent with the B2 rating category.  With the
addition of $500 million of additional debt, the forecasted free
cash flow is expected to be insufficient to improve these metrics
to a level consistent with the B2 rating category until at least
2009.  The integration of Covalence is not yet complete and risks
still remain because of the difference in product lines and size
as well as Covalence's historical operating issues. Additionally,
the merger synergies represent a substantial portion of the
forecasted financial results and are not yet assured given the
continuing integration risk.

Moody's stated in its credit opinion dated April 11, 2007 that a
failure to reduce leverage below 6.5 times in the intermediate
term could result in a downgrade.  Berry has substantially
increased debt twice in the last nine months and the ratings
assigned both times were based on the expectation that the company
would reduce debt over the intermediate term.

Currently, Moody's anticipates that the downgrade of the Corporate
Family Rating will be limited to one notch.  Changes in instrument
ratings and the prospective rating for the new term loan.

These ratings of Berry are placed under review for possible
downgrade:

   -- The B2 Corporate Family Rating, expected to be downgraded
      to B3 upon the close of the transaction;

   -- The B2 Probability of Default Rating, expected to be
      downgraded to B3 upon the close of the transaction;

   -- The Ba3 (LGD 2, 27%) rated $1,200 million senior secured
      term loan due 2015, expected to be affirmed upon the close
      of the transaction;

   -- The B3 (LGD 4, 65%) rated $225 million senior secured
      second lien FRN's due 2014, expected to be affirmed upon
      the close of the transaction;

   -- The B3 (LGD 4, 65%) rated $525 million senior secured
      second lien notes due 2014, expected to be affirmed upon
      the close of the transaction; and

   -- The Caa1 (LGD 6, 90%) rated $265 million senior
      subordinated notes due 2016, expected to be downgraded to
      Caa2 upon the close of the transaction.

These rating of Berry Plastics Group, Inc. is assigned on a
prospective basis:

   -- $500 million senior unsecured term loan due 2014, Caa2
      (LGD 6-93%).

The outlook for the prospective rating is stable.

The SGL-2 Speculative Grade Liquidity rating is expected to be
affirmed upon close of the transaction.

The ratings and outlook are subject to the receipt of final
documentation.

Based in Evansville, Indiana, Berry Plastics Corporation --
http://www.berryplastics.com/-- manufactures and markets rigid
plastic packaging products.  Berry Plastics provides a wide
range of rigid open top and rigid closed top packaging as well
as comprehensive packaging solutions to over 12,000 customers,
ranging from large multinational corporations to small local
businesses.  The company has 25 manufacturing facilities
worldwide, including in Italy, England and Hong Kong and more
than 6,800 employees.

Pro forma for the recent merger with Covalence Specialty Materials
Corporation, net sales for the twelve months ended March 31, 2007
amounted to approximately $3.0 billion.


BERRY PLASTICS: S&P Junks Rating on Proposed $500 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Berry
Plastics Holding Corp., a wholly owned subsidiary of Berry
Plastics Group Inc., to negative from stable.

S&P affirmed all the ratings, including the 'B' corporate credit
rating.

"The outlook revision follows the announcement that Berry has
established a holding company, Berry Plastics Group Inc., and
intends to enter into a seven-year $500 million senior unsecured
term loan facility," said Standard & Poor's credit analyst Liley
Mehta.  "Proceeds from the loan along with cash on hand will be
used to pay a dividend to its shareholders."

S&P assigned a 'CCC+' rating to the proposed $500 million senior
unsecured term loan due 2014.  The proposed unsecured term loan is
rated two notches below the corporate credit rating, based on the
lenders' limited prospects for any recovery in the event of a
default.  Pro forma for the debt-financed dividend distribution,
total debt (adjusted to include capitalized operating leases and
unfunded postretirement liabilities) was about $3.2 billion at
April 3, 2007.

The 'B' corporate credit rating reflects Berry's very aggressive
financial policy and willingness to incur a significant amount of
debt to fund a dividend.  These actions result in a highly
leveraged capital structure, leaving no cushion for integration
challenges related to the recently completed merger with Covalence
Specialty Materials Holding Corp., or disappointing operating
results at the Covalence legacy operations that would forestall
the company's efforts to preserve acceptable liquidity and to
gradually improve the financial profile.

Following completion of the proposed debt-financed dividend, the
company's financial profile will be significantly weakened, and
free cash generation will be greatly reduced in 2008 owing to the
company's heavy cash interest burden.  The company's ability to
generate the expected synergies within the expected timeframe is
critical to achieving improved earnings and adequate cash
generation to meet internal needs in the next few years.  The
negative outlook indicates that we would lower ratings if market
or operating factors forestall improvement in credit metrics or if
liquidity levels decline within the next 12 months.

With more than $3.2 billion in annual sales pro forma for the
merger with Covalence, Berry ranks among the largest packaging
companies in North America, with leading positions in both the
rigid and flexible plastic packaging segments.

Based in Evansville, Indiana, Berry Plastics Corporation --
http://www.berryplastics.com/-- manufactures and markets rigid
plastic packaging products.  Berry Plastics provides a wide
range of rigid open top and rigid closed top packaging as well
as comprehensive packaging solutions to over 12,000 customers,
ranging from large multinational corporations to small local
businesses.  The company has 25 manufacturing facilities
worldwide, including in Italy, England and Hong Kong and more
than 6,800 employees.

Pro forma for the recent merger with Covalence Specialty Materials
Corporation, net sales for the twelve months ended March 31, 2007
amounted to approximately $3.0 billion.


BETH ISRAEL: Taps Besler Consulting as Medicare Consultant
----------------------------------------------------------
Beth Israel Hospital Association of Passaic dba PBI Regional
Medical Center asks the United States Bankruptcy Court for the
District of New Jersey for permission to employ Besler Consulting
as its consultant.

The firm will provide professional consulting services to
assist the Debtor in preparing and submitting for year ending
Dec. 31, 2007, Medicare cost report and Medicare terminating
cost report for year end Dec. 31, 2006.

The Debtor will pay the firm a fixed fee of $30,000 with 50% to be
paid upon commencement of the engagement.

The firm's professionals billing rates are:

     Designation          Hourly Rate
     -----------          -----------
     Manager                 $295
     Senior Manager          $325

Robert Pezutti, a senior manager of the firm, assures the
Court that he does not hold any interest adverse to the
Debtor's estate and is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

Mr. Pezutti can be reached at:

     Robert Pezutti
     Besler Consulting
     1215 Livingston Avenue, Suite 210
     North Brunswick, New Jersey 08902
     Tel: (732) 247-8855
     Fax: (732) 545-4024
     http://www.besler.biz/

                       About Beth Israel

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
Allison M. Berger, Esq., and Hal L. Baume, Esq., at Fox Rothschild
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


CATALYST PAPER: Eliminates 130 Support Positions
------------------------------------------------
Catalyst Paper Corp. disclosed Wednesday a series of initiatives
in a continuing drive to reduce costs and improve profitability.

These include:

    * Indefinite curtailment of one paper machine effective
      September 1, 2007;

    * Elimination of 130 support positions bringing the overall
      workforce reduction to 480 in 2007;

    * Relocation of the corporate office from Vancouver to
      Richmond; and

    * Centralization of some mill and corporate administrative
      functions in Nanaimo.

An $8 million improvement in annual profitability is expected from
the indefinite closure of the Port Alberni Division's No. 4 paper
machine.  This will displace 134,000 tonnes of the company's least
profitable newsprint business, reduce its highest cost fibre
requirements and result in the layoff of 185 staff and hourly
employees additional to the workforce reductions announced.
Lightweight coated and directory capacity will remain unchanged.

The overhaul of corporate structure, involving reduction of 130
support positions, centralization of functions and office moves,
is expected to deliver annual savings of $16 million with one-time
costs of $19 million.

"Reducing costs is an immediate priority given the high Canadian
dollar and the decline in North American newsprint consumption,"
said Richard Garneau, president and chief executive officer.
"While we regret the strain these cost-saving measures will place
on the employees involved, they are necessary to the long term
success of our business and our position in key market segments."

Catalyst Paper Corporation -- http://www.catalystpaper.com/--  
(TSE:CTL), together with its subsidiaries, is a newsprint and
specialty ground wood paper producer in North America.  The
company operates four manufacturing divisions, and one paper
recycling division in British Columbia, Canada.  The company
operates in three business segments: Specialty Papers, engaged in
the manufacture and sale of ground wood specialty printing paper;
Newsprint, engaged in the manufacture and sale of newsprint, and
Pulp, engaged in the manufacture and sale of long and short fiber
pulp and containerboard.  The primary market for the company's
paper products is North America.  The primary markets for the
company's pulp products are Asia, Australasia and Europe.

In a report, Bloomberg says the company has yet to experience an
annual profit since 2001.


CENDANT MORTGAGE: S&P Holds Low-B Rating s on Four Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from Cendant Mortgage Capital LLC's series 2002-1 and
2003-1.

At the same time, S&P affirmed its ratings on the remaining
classes from these two series, and on three other Cendant Mortgage
Capital LLC transactions.

Cendant Mortgage Capital LLC changed its name to PHH Mortgage
Capital LLC Feb. 24, 2005.

The raised ratings reflect the good performance of the loans in
the mortgage pools, as well as actual and projected credit support
percentages that adequately support the raised ratings.  Current
credit support for the upgraded classes has increased to an
average of 1.79x the level for the new ratings, ranging from 1.74x
for class B-3 from series 2003-1 to 1.84x for class B-3 from
series 2002-1.  The higher credit support percentages are the
result of significant paydowns to the senior classes and the
shifting interest structure of the transactions.  The affirmations
on the remaining classes reflect stable pool performance and
adequate credit support percentages.

Credit support for all of the transactions is provided by
subordination.  As of April 2007, the pools had total
delinquencies ranging from 0.00% (series 2002-1) to 1.94%
(2002-8).  Due to the nature of the collateral, a majority of
the pools had zero cumulative losses.

The collateral for these transactions consists of conventional
fixed-rate residential mortgage loans.  The loans are secured by
first liens on one- to four-family residential properties.

                          Ratings Raised

                     Cendant Mortgage Capital LLC

                                                Rating
                                                ------
           Series        Class           To                From
           ------        -----           --                ----
           2002-1        B-3             AAA               AA
           2003-1        B-1             AA+               AA
           2003-1        B-2             AA-               A
           2003-1        B-3             BBB+              BBB

                          Ratings Affirmed

                     Cendant Mortgage Capital LLC

             Series    Class                                Rating
             ------    -----                                ------
             2002-1    A-3, A-4, P, X, B-1, B-2             AAA
             2002-8    A-1, A-3, A-4, A-5, A-6, A-7, A-8    AAA
             2002-8    A-9, P, X                            AAA
             2003-1    A-1, A-3, A-4, A-5, A-6, A-7, A-8    AAA
             2003-1    A-9, A-10, P, X                      AAA
             2003-1    B-4                                  BB
             2003-1    B-5                                  B
             2003-4    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5    AAA
             2003-4    I-P, I-X, II-A-1, II-A-2, II-A-3     AAA
             2003-4    II-A-4, II-P, II-X                   AAA
             2003-4    B-1                                  AA
             2003-4    B-2                                  A
             2003-4    B-3                                  BBB
             2003-4    B-4                                  BB
             2003-4    B-5                                  B
             2003-6    A-1, A-2, A-3, A-4, A-5, A-6, A-7    AAA
             2003-6    P, X                                 AAA
             2003-6    B-3                                  BBB


CHOICE HOTELS: March 31 Balance Sheet Upside-down by $70.5 Million
------------------------------------------------------------------
Choice Hotels International Inc.'s balance sheet at March 31,
2007, showed $305.3 million in total assets and $375.8 million in
total liabilities, resulting in a $70.5 million total
stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $82.8 million in total current assets
available to pay $138 million in total current liabilities.

Choice Hotels International Inc. reported net income of
$16.3 million on total revenues of $116.2 million for the first
quarter ended March 31, 2007, compared with net income of
$17.7 million on total revenues of $109.4 million for the same
period ended March 31, 2006.

Franchising revenues were $53 million for the three months ended
March 31, 2007 compared to $50.5 million for the three months
ended March 31, 2006.  The growth in franchising revenues is
primarily due to a 9% increase in royalty revenues offset by a 13%
and 17% decline in initial franchise and relicensing fees and
other income.

Total marketing and reservations revenues were $62 million and
$58 million for the three months ended March 31, 2007 and 2006,
respectively.

The decline in net income for the three months ended March 31,
2007, is primarily attributable to a $2.7 million decline in
operating income and a 60 basis point increase in the effective
income tax rate to 35.2% offset by a $1 million reduction in
interest expense.

Operating income decreased as a result of a $5.6 million, or 31%
increase in selling, general and administrative expenses partially
offset by a $2.5 million increase in franchising revenues.  The
increase in selling, general and administration expenses was due
primarily to executive termination benefits of $3.7 million
incurred during the first quarter of 2007 as well as the
commencement of direct franchising operations in continental
Europe.

Net cash provided by operating activities was $20.5 million and
$24.5 million for the three months ended March 31, 2007 and 2006,
respectively.  The decline in cash flows from operating activities
primarily reflects the timing of working capital items compared to
the prior year.

As of March 31, 2007, the total debt outstanding for the company
was $184.5 million.

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?2073

                       About Choice Hotels

Headquartered in Silver Spring, Maryland, Choice Hotels
International Inc. (NYSE: CHH) -- http://www.choicehotels.com/---  
franchises more than 5,400 hotels, representing more than 440,000
rooms, in the United States and 39 countries and territories.  As
of March 31, 2007, 833 hotels are under development in the United
States, representing 64,078 rooms, and an additional 70 hotels,
representing 6,463 rooms, are under development in more than 15
countries and territories.  The company's Cambria Suites, Comfort
Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge,
Rodeway Inn, MainStay Suites and Suburban Extended Stay Hotel
brands serve guests worldwide.


CINCINNATI BELL: March 31 Balance Sheet Upside-down by $773.1 Mil.
------------------------------------------------------------------
Cincinnati Bell Inc.'s balance sheet at March 31, 2007, showed
$1.95 billion in total assets and $2.72 billion in total
liabilities, resulting in a $773.1 million total stockholders'
deficit.

Cincinnati Bell Inc. reported net income of $22.6 million for the
first quarter ended March 31, 2007, compared with net income of
$14.1 million for the same period ended March 31, 2006.

"Cincinnati Bell's continued strong performance demonstrates that
customers recognize our ability to provide them with superior
value, reliable networks and outstanding service," said Jack
Cassidy, president and chief executive officer of Cincinnati Bell
Inc.  "By maintaining a sharp focus on the fundamental metrics of
our business, we were able to report improved results in the face
of continued intense local competition."

Revenue totaled $315 million in the first quarter, up 6 percent
from a year ago.  Increased contributions from Technology
Solutions, Wireless and data services more than offset a year-
over-year decline in local voice revenue.  Similarly, adjusted
EBITDA equaled $117 million, up $5 million, or 4 percent from the
first quarter of 2006 due to improved profitability in the
Wireless and Technology Solutions operations.

"We are pleased with the progress represented by our first quarter
performance," said Brian Ross, chief financial officer of
Cincinnati Bell.  "In addition to strong revenue, EBITDA, and key
metrics improvements, we continued to use our strong cash flow to
reduce net debt, which we pushed below $2 billion in the quarter.
Achieving this milestone demonstrates our continued commitment to
our de-lever, defend and grow strategy."

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?2074

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/ provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana.


CITICORP MORTGAGE: Fitch Rates Class B-5 Certificates at B
----------------------------------------------------------
Fitch rates Citicorp Mortgage Securities, Inc.'s REMIC pass-
through certificates, series 2007-4 as:

     -- $550,574,722 classes IA-1 through IA-16, IA-IO, IIA 1,
        IIA-IO, IIIA-1, IIIA-IO and A-PO (senior certificates)
        'AAA';

     -- $9,082,000 class B-1 'AA';

     -- $3,122,000 class B-2 'A';

     -- $1,703,000 class B-3 'BBB';

     -- $1,135,000 class B-4 'BB';

     -- $851,000 class B-5 'B'.

The $1,136,123 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.60% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.20% privately offered
class B-6. In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

As of the cut-off date, May 1, 2007, the mortgage pool consists of
996 conventional, fully amortizing, 10-30 year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$567,603,895, located primarily in California (25.65%) and New
York (22.24%).  The weighted average current loan to value ratio
(CLTV) of the mortgage loans is 68.29%.  Approximately 23.46% of
the loans were originated under a reduced documentation program.
Condo properties account for 16.34% of the total pool.  Cash-out
refinance loans represent 23.24% of the pool and 0.30% of the pool
are investor properties.  The average balance of the mortgage
loans in the pool is approximately $569,883. The weighted average
coupon of the loans is 6.300% and the weighted average remaining
term is 348 months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003, entitled "Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,"
available on the Fitch Ratings web site at
http://www.fitchratings.com/

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


CLAYMONT STEEL: March 31 Balance Sheet Upside-Down by $49.9 Mil.
----------------------------------------------------------------
Claymont Steel Holdings Inc. reported a net loss of $8.9 million
on  sales of $84.8 million for the first quarter ended March 31,
2007, compared with a net income of $11.4 million on sales of
$81.3 million for the same period ended April 1, 2006.  The net
loss in the quarter ended March 31, 2007, includes $14.6 million
of after-tax refinancing related charges in the first quarter.

Adjusted EBITDA was $18.3 million up from $15.6 million in the
fourth quarter of 2006.

"We delivered outstanding results in March and a very solid
quarter overall in light of some operational issues relating to
energy curtailments early in the period," commented chairman and
chief executive officer Jeff Bradley.  "In addition to generating
a high level of profitability, we continued to make progress on
our key strategic initiatives.  Our high margin custom burning
business more than doubled over the same period last year and we
continued to increase the proportion of our overall business
directed toward custom versus standard orders."

Despite challenges in the plate mill due to reduced 4th quarter
melt shop output and lower production due to a natural gas
curtailment stemming from extreme winter weather, Claymont's
shipments increased slightly in the 1st quarter of 2007 as
compared to the 4th quarter of 2006 and 1st quarter 2006.  As
expected, the melt shop returned to normal operations and produced
a near record 119,000 tons, an increase of 15% over the average of
the previous two quarters.  Average selling price rose 2% from 1st
quarter 2006, to $838/ton, down from the 4th quarter of 2006.

Gross profit for the first quarter of 2007 was down $4.8 million,
or 19%, from the 1st quarter 2006.  Partially offset by a
$3 million increase in sales, the decline from 1st quarter 2006
was caused by a $5 million increase in scrap costs and $3 million
increase in third party slab costs that could not be passed on
through increased sales price due to the weaker pricing
environment.

Selling, general and administrative expenses were $4.2 million for
the 1st quarter 2007, an increase of $1.5 million from 1st quarter
2006.  The increase from the 1st quarter 2006 is primarily related
to costs associated with the refinancing of the company's debt and
the increases to support its growth and its public company
reporting requirements.

The effective tax rate for the company is approximately 35.2% in
the 1st quarter of 2007 verses 37.2% in the first quarter of 2006.
The effective tax rate has decreased in the first quarter 2007 as
a result of the pre-tax losses incurred at the Holding Company,
largely as a result of the redemption costs associated with the
Holding Company's Senior Secured Pay-in-Kind Notes.

In the first quarter 2007, the company incurred $30.8 million in
interest expense compared to $5.8 million for the same period a
year ago.  This included $23.3 million of one-time charges related
to redeeming of the company's prior debt and writing off deferred
financing fees and original issue discount.

Consistent with its multi-year plan, the company made $5 million
of capital expenditures in the quarter.  As of quarter end, the
company had $6.3 million in cash and short term investments and
total debt outstanding of $167.9 million.

At March 31, 2007, the company's balance sheet showed
$149.8 million in total assets and $199.7 million in total
liabilities, resulting in a $49.9 million total stockholders'
deficit.

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?2076

                       About Claymont Steel

Based in Claymont, Delaware, Claymont Steel Holdings Inc. (Nasdaq:
PLTE) -- http://www.claymontsteel.com/ -- manufactures and sells
custom discrete steel plate in North America.


COMMUNITY HEALTH: Commences Tender Offer for 6-1/2% Senior Notes
----------------------------------------------------------------
Community Health Systems, Inc. has commenced a cash tender offer
for any and all of its outstanding $300 million aggregate
principal amount of 6-1/2% Senior Subordinated Notes due 2012 on
the terms and subject to the conditions set forth in the company's
Offer to Purchase and Consent Solicitation Statement dated May 31,
2007.

The company is also soliciting consents to certain proposed
amendments to the indenture governing the Notes to, among other
things, eliminate substantially all of the restrictive covenants,
eliminate or modify certain events of default and certain
conditions to defeasance of the Notes and eliminate or modify
related provisions contained in the indenture and the Notes.  The
tender offer documents more fully set forth the terms of the
tender offer and consent solicitation.

The tender offer will expire at 12:00 midnight, New York City
time, on June 27, 2007, unless extended or earlier terminated by
the company.  The company reserves the right to terminate,
withdraw or amend the tender offer and consent solicitation at any
time subject to applicable law.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Date
described below, and accepted for purchase pursuant to the tender
offer will be determined as specified in the tender offer
documents and will be equal to the present value, minus accrued
interest, on the applicable payment date for the tender of Notes
of (i) $1,032.50 and (ii) the remaining scheduled interest
payments on such Notes after the payment date for the tender of
Notes to December 15, 2008, in each case determined on the basis
of a yield to the Redemption Date equal to the sum of (A) the
yield on the 3-3/8% U.S. Treasury note due December 15, 2008, as
calculated by Credit Suisse Securities (USA) LLC and Wachovia
Securities, acting as dealer managers, in accordance with standard
market practice, based on the bid side price for the Reference
Treasury Security on the price determination date, as described in
the tender offer documents, plus (B) a fixed spread of 50 basis
points.

The company will pay accrued and unpaid interest up to, but not
including, the applicable payment date.  Each holder who validly
tenders its Notes and delivers consents on or prior to 5:00 p.m.,
New York City time, on June 13, 2007 will be entitled to a consent
payment, which is included in the total consideration above, of
$30 for each $1,000 principal amount of Notes tendered by such
holder if such Notes are accepted for purchase pursuant to the
tender offer.  Holders who tender Notes are required to consent to
the proposed amendments to the indenture and the Notes. Any tender
of Notes prior to the Consent Date may be validly withdrawn and
consents may be validly revoked at any time prior to the consent
date, but not thereafter except under limited circumstances.  The
proposed amendments will not become effective, however, until a
majority in aggregate principal amount of the outstanding Notes,
whose holders have delivered consents to the proposed amendments,
have been accepted for payment.  Holders who tender Notes after
the consent date will not be entitled to receive the consent
payment.

The company has reserved the right to accept for purchase at any
time following the Consent Date but prior to the Expiration Date
all Notes then validly tendered.  If the company elects to
exercise this option, it will pay for such Notes on a date
promptly following the Early Acceptance Time.  On the Early
Payment Date, the Company will also pay accrued and unpaid
interest up to, but not including, the Early Payment Date on the
Notes accepted for purchase.

Subject to its right to exercise this early acceptance option, the
Company currently expects to accept for purchase, and pay the
total consideration, as to all Notes tendered prior to the Consent
Date, and the tender offer consideration, which is the total
consideration less the cash consent payment, as to all Notes
tendered after the Consent Date, with respect to, all validly
tendered Notes on a date promptly following the Expiration Date.

The company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not withdrawn pursuant to the tender
offer and the consent solicitation is subject to the satisfaction
or waiver of certain conditions, including, among others, the
satisfaction of all conditions to the consummation of the merger
under the previously announced merger agreement among the company,
Triad Hospitals, Inc. and FWCT-1 Acquisition Corporation, the
company or one of the company's affiliates having issued up to
$3.365 billion of debt, the company having sufficient available
funds to pay the total consideration with respect to all Notes and
the receipt of sufficient consents with respect to the proposed
amendments to the indenture and the Notes.

The company intends to finance the purchase of the Notes and
related fees and expenses with a portion of the proceeds from the
proposed issuance of the New Debt.  The complete terms and
conditions of the tender offer and the consent solicitation are
set forth in the tender offer documents which are being sent to
holders of Notes.  Holders of Notes are urged to read the tender
offer documents carefully.

The company has retained Credit Suisse and Wachovia Securities to
act as Dealer Managers in connection with the tender offer and
consent solicitation.  Questions about the tender offer and
consent solicitation may be directed to Credit Suisse at (212)
325-7596 (collect) or Wachovia Securities at (866) 309-6316 (toll
free) or (704) 715-8341 (collect).  Copies of the tender offer
documents and other related documents may be obtained from D.F.
King & Co., Inc., the information agent for the tender offer and
consent solicitation, at (800) 769-7666 (toll free) or (212) 269-
5550 (collect).

                      About Community Health

Headquartered in Franklin, Tenn., Community Health Systems Inc.
(NYSE: CYH) -- http://www.chs.net/-- is a leading operator of
general acute care hospitals in non-urban communities throughout
the country.  Through its subsidiaries, the company currently
owns, leases or operates 80 hospitals in 23 states.  Its hospitals
offer a broad range of inpatient medical and surgical services,
outpatient treatment and skilled nursing care.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Brentwood, Tennessee-based hospital owner and
operator Community Health Systems Inc. on CreditWatch with
negative implications.


COMPASS MINERALS: March 31 Balance Sheet Upside-down by $45.5 Mil
-----------------------------------------------------------------
Compass Minerals International Inc.'s balance sheet at March 31,
2007, showed $691.2 million in total assets and $736.7 million in
total liabilities, resulting in a $45.5 million total
stockholders' deficit.

Compass Minerals International Inc. reported net income of
$26.1 million for the first quarter ended March 31, 2007, compared
with net income of $28.6 million for the same period ended March
31, 2006.

Sales increased 21 percent to $264.2 million through volume and
price improvements across all product lines, partially offset by
particularly mild winter weather in the U.K.  This compares with
sales of $217.9 million for the quarter ended March 31, 2006.

Operating earnings were $49 million compared with $50.8 million in
the first quarter of 2006, with the year-over-year decline
primarily reflecting a $4.1 million business interruption
insurance receipt in the first quarter of 2006, weather-related
reductions in rock salt production in the 2007 quarter and the
nonrecurring effects of a strike last year at the company's
Goderich, Ontario mine.

"Sales for the quarter clearly improved over the prior year, as
unseasonably mild weather in January was followed by more normal
weather during February and March in North America," said Angelo
Brisimitzakis, Compass Minerals president and chief executive
officer.  "Proactive inventory management offset the positive
effects of our first-quarter sales growth and one time events in
both periods made for a challenging comparison to first-quarter
2006 results.  However, underlying volumes and prices improved in
each of our product lines, and we are particularly encouraged by
strength in our non-winter mineral products.  We continue to build
a strong, balanced foundation for profitable growth."

Selling, general and administrative expenses of $15.6 million for
the first quarter of 2007 increased $1.4 million compared to the
same period in 2006.  Expenses in the 2007 quarter include a
$1.6 million charge for the year due to a change in the company's
earned-vacation policy; and the selling, general and
administrative expenses of the newly consolidated records
management business added $600,000 in the quarter.  These cost
increases were partially offset by a first-quarter reduction in
variable compensation in response to milder-than-expected weather.

Total debt declined from $585.5 million at Dec. 31, 2006, to
$567.2 million at March 31, 2007.  During the quarter, the company
repaid the $16.3 million that was outstanding on its revolving
credit facility and made a $10 million principal payment on its
term loan.  These reductions were partially offset by accretion on
the company's discount notes.

Cash flows from operations were $80.4 million in the 2007 quarter
compared to $112.6 million in the prior-year quarter primarily
reflecting the difference between cash collected in the prior-year
quarter from receivables generated by robust sales in the December
2005 quarter compared to cash collected in the March 2007 quarter
from receivables generated during the unusually mild December 2006
quarter.  This effect was partially offset by reductions in
inventory.

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?2077

                      About Compass Minerals

Based in the Kansas City metropolitan area, Compass Minerals
International Inc. (NYSE: CMP) -- http://www.compassminerals.com/
-- is a leading producer of inorganic minerals, including salt,
sulfate of potash specialty fertilizer and magnesium chloride.
The company provides highway deicing salt to customers in North
America and the United Kingdom, and produces and distributes
consumer deicing and water conditioning products, ingredients used
in consumer and commercial foods, specialty fertilizers, and
products used in agriculture and other consumer and industrial
applications.  Compass Minerals also provides records management
services to businesses throughout the U.K.


CONSUMERS ENERGY: To Buy Power Plant with LS Power for $517 Mil.
----------------------------------------------------------------
Consumers Energy has agreed to buy a 946 megawatt natural gas-
fired power plant with LS Power Group for $517 Million.

Consumers Energy said that it will ask the Michigan Public Service
Commission to approve the acquisition.  Consumers Energy expects
to close the purchase in 2008, subject to MPSC approval and other
closing conditions.

Consumers Energy's president and chief operating officer, John
Russell, said the pending purchase fits in well with the utility's
Balanced Energy Initiative, which it filed recently with the MPSC.

Consumers Energy said that the balanced energy initiative is the
consumer Energy's comprehensive plan to meet the energy needs of
its 1.8 million electric customers over the next 20 years.

"This plant will help provide the power we need to meet the
growing
needs of our customers in the most cost-effective way" Russell
said.
Buying this plant costs less than building a new plant of the same
size and it can be available to serve our customers next year."

Consumer Energy disclosed that J.P. Morgan Securities Inc. served
as its financial adviser for this transaction.

A full-text copy of the Purchase and Sale Agreement is available
for free at: http://ResearchArchives.com/t/s?2072

                     About Consumer Energy


Headquartered in Jackson, Michigan, Consumers Energy Company
(NYSE: CMS-PA, CMS-PB) -- http://www.consumersenergy.com/-- a
wholly owned subsidiary of CMS Energy Corporation, is a
combination of electric and natural gas utility that serves more
than 3.5 million customers in Michigan's Lower Peninsula.

                          *    *    *

As reported in the Troubled Company Reporter on March 14, 2007,
Moody's Investors Service upgraded the rating on Consumers
Energy's preferred stock to 'BB+' from 'BB-'.


DAVE & BUSTER'S: Debt Reduction Prompts S&P to Lift Rating to B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the senior
secured credit facility of Dallas-based Dave & Buster's Inc. to
'B' from 'B-', one notch higher than the corporate credit rating
on the company.

The recovery rating of the facility was raised to '1' from '3',
indicating the expectation for full (100%) recovery of principal
in the event of default.  The upgrade reflects the company's
ability to reduce the balance on its $100 million term loan to
$79.4 million and thereby affording holders better recovery
prospects.

At the same time, Standard & Poor's affirmed its other ratings on
Dave & Buster's, including the 'B-' corporate credit rating and
the 'CCC+' senior unsecured rating.  The outlook is negative.

"The outlook is negative and indicates that we could lower the
ratings if sales trends weaken or operating margins continue to
decline," said Standard & Poor's credit analyst Charles Pinson-
Rose, "causing the company's credit ratios and liquidity position
to weaken."


DOLE FOOD: Posts $10.2 Million Net Loss in Qtr. Ended March 24
--------------------------------------------------------------
Dole Food Company Inc. reported a net loss of $10.2 million for
the first quarter ended March 24, 2007, compared with a net loss
of $5.9 million for the same period in 2006.

For the first quarter of 2007, Dole Food Company Inc. and its
consolidated subsidiaries generated revenues of $1.6 billion,
reflecting a 12% increase compared to revenues of $1.4 billion in
the prior year.  Higher revenues were reported in the company's
fresh fruit, fresh vegetables and packaged foods operating
segments.  The company earned operating income of $31 million for
the first quarter of 2007, compared to
$23 million earned in the prior year.

The increase in operating income was primarily due to higher
worldwide banana and pineapple earnings and higher pricing in the
North America commodity vegetables operations.  These increases
were partially offset by lower operating results in the company's
packaged salads business and North America deciduous fruit
operations due to lower volumes sold and higher product costs.  In
addition, the company's North America citrus operations incurred
higher product costs from the write-off of citrus crops as result
of the California citrus freeze in January 2007.  Unfavorable
foreign currency exchange movements primarily in the company's
sourcing locations also impacted operating results.

For the quarter ended March 24, 2007, interest income and other
income (expense), net increased to $3.2 million compared to
$400,000 in the prior year.  The increase was primarily due to a
gain of $1.5 million generated on the company's cross currency
swap in 2007 compared to foreign currency exchange losses
generated on the company's Japanese yen denominated term loan and
British pound sterling capital lease vessel obligation of $700,000
and $500,000, respectively, in 2006.

Interest expense for the quarter ended March 24, 2007, was $44.2
million compared to $34.4 million in the quarter ended March 25,
2006.  Interest expense increased primarily as a result of higher
levels of borrowings and higher effective market-based borrowing
rates on the company's debt facilities.

Fresh fruit revenues for the quarter ended March 24, 2007,
increased 17% to $1.05 billion from $900 million for the quarter
ended March 25, 2006.  The increase in fresh fruit revenues was
primarily driven by higher worldwide sales of bananas, higher
volumes of pineapples sold in North America and Asia and higher
sales in the European ripening and distribution operations.

Fresh fruit EBIT for the quarter ended March 24, 2007, increased
to $30.7 million from $20.3 million for the quarter ended March
25, 2006.  EBIT increased primarily as a result of higher
worldwide sales of bananas.  This increase in worldwide banana
EBIT was principally driven by higher volumes and pricing in North
America and Asia as well as by higher volumes in Europe.

Fresh vegetables revenues for the quarter ended March 24, 2007, of
$244.3 million were up slightly compared to $243.2 million for the
quarter ended March 25, 2006.  Higher pricing in the North America
commodity vegetables business, primarily for celery, iceberg and
leaf lettuce, was offset by lower volumes and lower pricing in the
packaged salads business.

Fresh vegetables EBIT for the quarter ended March 24, 2007,
decreased to $2.2 million from $4.6 million for the quarter ended
March 25, 2006.  The decrease in EBIT was primarily due to lower
sales volumes and higher product costs in the packaged salads
business.

Packaged foods revenues for the quarter ended March 24, 2007,
increased 16% to $228.2 million from $195.9 million for the
quarter ended March 25, 2006.  The increase in revenues was
primarily due to higher pricing and volumes of FRUIT BOWLS, canned
pineapple, fruit in plastic jars and packaged frozen fruit sold in
North America.

EBIT in the packaged foods segment for the quarter ended
March 24, 2007, remained relatively unchanged at $15.3 million
compared to $14.9 million for the quarter ended March 25, 2006.
Higher sales were offset by higher product costs and higher
selling, marketing and general and administrative costs in both
North America and Europe.

Fresh-cut flowers revenues for the quarter ended March 24, 2007,
decreased to $37 million from $58.2 million for the quarter ended
March 25, 2006.  The decrease in revenues was due primarily to
lower sales volume related to changes in the customer base and
product offerings attributable to the implementation of the 2006
restructuring plan.

EBIT in the fresh-cut flowers segment for the quarter ended March
24, 2007 remained relatively unchanged from prior year.

Corporate EBIT was a loss of $12.9 million for the quarter ended
March 24, 2007, compared to a loss of $15.1 million for the
quarter ended March 25, 2006.  The increase in EBIT for the
quarter was primarily due to a gain of $1.5 million related to the
company's cross currency swap in 2007 compared to an unrealized
foreign currency exchange loss of $700,000 related to the
company's Yen loan in 2006.

               Liquidity and Capital Resources

In the quarter ended March 24, 2007, cash flows used in operating
activities were $42.1 million compared to cash flows used in
operating activities of $109.1 million for the quarter ended March
25, 2006.  Cash flows used in operating activities were $67
million lower, primarily due to lower levels of expenditures for
inventory, mainly in the packaged foods business, as well as
higher accounts payable and accrued liabilities due in part to the
timing of payments.

The company had a cash balance and available borrowings under the
ABL revolver of $96.6 million and $135.4 million, respectively, at
March 24, 2007.

At March 24, 2007, the company's balance sheet showed
$4.65 billion in total assets, $4.28 billion in total liabilities,
and $362.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 24, 2007, are available for
free at http://researcharchives.com/t/s?205d

                          About Dole Food

Headquartered in Westlake Village, California, Dole Food
Company Inc. -- http://www.dole.com/-- is a producer and
marketer of fresh fruit, fresh vegetables and fresh-cut flowers,
and markets a line of packaged foods.  The company has four
primary operating segments.  The fresh fruit segment produces and
markets fresh fruit to wholesale, retail and institutional
customers worldwide.  The fresh vegetables segment contains
operating segments that produce and market commodity vegetables
and ready-to-eat packaged vegetables to wholesale, retail and
institutional customers primarily in North America, Europe and
Asia.  The packaged foods segment contains several operating
segments that produce and market packaged foods, including fruit,
juices and snack foods.  Dole's fresh-cut flowers segment sources,
imports and markets fresh-cut flowers, grown mainly in Colombia
and Ecuador, primarily to wholesale florists and supermarkets in
the U.S.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Moody's Investors Service downgraded Dole Food Company Inc.'s
corporate family rating to B2 from B1; probability of default
rating to B2 from B1; senior secured bank credit facilities to Ba3
from Ba2; senior unsecured notes to Caa1 from B3; and various
shelf registrations to (P)Caa1 from (P)B3.  Moody's said the
outlook is stable.

On Dec. 11, Standard & Poor's Ratings Services lowered its ratings
on Dole Food Co. Inc. and Dole Holding Co. LLC, including its
corporate credit rating, to 'B' from 'B+'.


DUTCH HILL: Moody's Rates $11.8 Million Class D-3 Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Dutch Hill Funding II Ltd.:

   (1) Aaa to the $206,400,000 Class A-1 First Priority
       Senior Secured Floating Rate Notes Due 2046;

   (2) Aaa to the $21,200,000 Class A-2 Second Priority
       Senior Secured Floating Rate Notes Due 2046;

   (3) Aa2 to the $64,400,000 Class B Third Priority Senior
       Secured Floating Rate Notes Due 2052;

   (4) A2 to the $24,000,000 Class C Mezzanine Secured
       Floating Rate Deferrable Notes Due 2052;

   (5) A2 to the $8,000,000 Class C Loan Due 2052;

   (6) Baa1 to the $15,200,000 Class D-1 Mezzanine Secured
       Floating Rate Deferrable Notes Due 2052;

   (7) Baa2 to the $11,800,000 Class D-2 Mezzanine Secured
       Floating Rate Deferrable Notes Due 2052; and

   (8) Ba2 to the $11,800,000 Class D-3 Mezzanine Secured
       Floating Rate Deferrable Notes Due 2052.

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

TCW Asset Management Company will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


EQUIPMENT FINANCE: Loan Scheme Probe Uncovers Employee Collusion
----------------------------------------------------------------
An ongoing internal investigation found reported irregularities in
certain financing contracts in Equipment Finance LLC as a direct
result of collusion by a group of Equipment Finance employees.

The investigation, done by Sterling Financial, revealed evidence
of a sophisticated loan scheme, orchestrated deliberately by
certain EFI officers and employees over an extended period of
time, to conceal credit delinquencies, falsify financing contracts
and related documents, and subvert Sterling's established internal
controls and reporting systems.

According to Sterling, the scheme was able to avoid detection
until recently due to the depth and breadth of the collusion.  In
other words, Sterling notes, employees at different seniority
levels and functional areas were apparently involved.

The deceptive activities were limited to EFI and no customer
accounts in Sterling's banks or other affiliates were involved,
Sterling said.

                Management Action and Other Changes

Sterling's Board of Directors, upon the recommendation of
management, concluded on May 23 that Sterling will be required to
record, under U.S. generally accepted accounting principles, a
material impairment of certain assets of EFI.

The assets include EFI financing contracts, interest associated
with those contracts, and potentially goodwill attributable to
EFI.

While Sterling has not determined the annual periods in which the
impairment occurred, Sterling currently expects to record a
cumulative after-tax charge to the Dec. 31, 2006 financial
statements of approximately $145 million to $165 million, based
upon the results of the investigation's preliminary findings.
However, at this point in the investigation, Sterling said it has
not determined the final financial impact, including any potential
recoveries, such as insurance and collateral.

Sterling is working closely with its regulators and all
appropriate federal authorities on the ongoing investigation.

"Our investigation has now revealed evidence that Sterling and its
shareholders were subjected to a significant, sophisticated loan
scheme, specifically designed to deceive and avoid detection,"
said J. Roger Moyer, Jr., president and chief executive officer of
Sterling Financial Corporation.  "Our priority now is to address
the problem and continue serving our customers. Decisive actions
have been taken to reinforce oversight and centralize operational
management at EFI."

As a result of the investigation, Sterling implemented immediate
changes in EFI's management structure.  Five EFI employees have
now been terminated, including the Chief Operating Officer and
Executive Vice President, and Sterling installed an acting Chief
Operating Officer.  Further, a special collections team has been
deployed to maximize recoveries from the impaired contracts.

Sterling moved to centralize management and control of financial,
credit and information systems previously managed by EFI.  In
addition, the Promontory Financial Group, an international
financial and regulatory consulting firm with world class
expertise in bank control mechanisms, headed by former Comptroller
of the Currency Eugene Ludwig, has been engaged to evaluate
controls across all of Sterling and make recommendations.

                      Capital Restoration Plan

To address the capital issues resulting from the financial
irregularities at EFI, Sterling and the Bank have developed a plan
to restore the Bank's capital.

"Having taken immediate action, we are now focused on developing a
long-term plan," Mr. Moyer added.  "Sterling, through its
affiliates, has a successful history tracing back more than 150
years, and we're currently developing a strategy for the future to
rebuild shareholder value."

The capital restoration plan includes consolidating four of
Sterling's affiliate banks in order to maximize capital.  Based on
approval of the Office of the Comptroller of the Currency, Bank of
Hanover and Trust Company, Pennsylvania State Bank, Bay First
Bank, N.A., and Bank of Lancaster County, N.A., all became
divisions of BLC Bank, N.A.

All branches will continue to operate under their current names,
with the same personnel and the same types of products and
services that the company's customers know and rely on.

The plan also includes halting the payment of dividends to
Sterling Financial Corporation shareholders for a period of time,
and exploring all strategic options, including raising additional
capital, the sla laale of certain assets and/or business units,
and entering into a business combination with a strategic partner.

Keefe, Bruyette & Woods has been retained to assist Sterling in
exploring these options.

Mr. Moyer continued, "This has certainly been a difficult time for
all of us at Sterling, but among our organization's greatest
assets are the more than 1,100 hardworking employees, strong
franchises and market position, and loyal customers.  All of our
banking and other offices continue to provide the same exceptional
service that customers have relied on for over 150 years."

                         Probe Background

On April 19, 2007, Sterling Financial Corporation received
information suggesting irregularities in certain financing
contracts at EFI, one of its financial services group companies.
EFI provides commercial financing for the soft pulp logging and
land-clearing industries, primarily in the southeastern United
States.  Management moved immediately to notify the Audit
Committee and Board of Directors about the information, and the
Audit Committee engaged nationally recognized, expert accountants
and legal counsel to conduct an independent investigation.

Subsequently on April 30, Sterling announced its previously issued
financial statements, the reports on the audited financial
statements and related internal controls issued by its independent
registered public accounting firm, and all earnings releases
issued for 2004 through 2006, should no longer be relied upon due
to the expected material impact of these irregularities.  Sterling
expects to restate or amend these financial statements once the
final financial impact has been determined.  The impact of the
irregularities may also be material for years prior to 2004,
depending on the results of the investigation.

                     About Equipment Finance

Equipment Finance is a wholly owned subsidiary of Sterling
Financial Corporation of Lancaster, Pa.'s affiliate bank, Bank of
Lancaster County, N.A.

Headquartered in Lancaster, Pa., Sterling Financial Corporation
(NASDAQ: SLFI) - http://www.sterlingfi.com/-- is a diversified
financial services company.  Sterling Banking Services Group
affiliates offer a full range of banking services in south-central
Pennsylvania, northern Maryland and northern Delaware.  The group
also offers correspondent banking services in the mid-Atlantic
region to other companies within the financial services industry,
and banking related insurance services.  Sterling Financial
Services Group affiliates provide specialty commercial financing;
fleet and equipment leasing; and investment, trust and brokerage
services.


EQUISTAR CHEMICALS: To Redeem $300MM of 10.125% & 10.625% Notes
---------------------------------------------------------------
Equistar Chemicals LP called $300 million of its 10.125% Senior
Notes due 2008 and $300 million of its 10.625% Senior Notes
due 2011.

The company said that these notes will be redeemed and the
respective redemption prices will be paid on June 25, 2007.

The company said that the redemption price of the 10.125%
Senior Notes due 2008 will be determined on June 22, 2007.
The redemption price of the 10.625% Senior Notes due 2011 will
Be 105.313% of par.

Equistar Chemicals, LP is a wholly owned subsidiary of Lyondell
Chemical Company.

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures chemicals and plastics, a refiner of heavy, high-
sulfur crude oil.  The company also produces fuel products like
ethylene, polyethylene, styrene, propylene, propylene oxide,
titanium dioxide, gasoline, ultra low-sulfur diesel, MTBE and
ETBE.

                          *     *     *

As reported in the Troubled Company Reporter on March 7, 2007,
Moody's Investors Services affirmed Equistar Chemicals LP's
Issuer default rating at 'B+'; Senior secured credit facility
at 'BB+/RR1'; and Senior unsecured notes at 'BB-/RR3'.


GEMSTONE CDO: Moody's Rates $18.7 Million Class E Notes at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Gemstone CDO VII Ltd.:

   (1) Aaa to the $244,000,000 Class A-1a Floating Rate Notes
       due December 2045;

   (2) Aaa to the $400,000,000 Class A-1b Floating Rate Notes
       due December 2045;

   (3) Aaa to the $159,000,000 Class A-2 Floating Rate Notes
       due December 2045;

   (4) Aa2 to the $96,900,000 Class B Floating Rate Notes due
       December 2045;

   (5) A2 to the $68,300,000 Class C Floating Rate Deferrable
       Interest Notes due December 2045;

   (6) Baa2 to the $55,100,000 Class D Floating Rate Deferrable
       Interest Notes due December 2045; and

   (7) Ba1 to the $18,700,000 Class E Floating Rate Deferrable
       Interest Notes due December 2045.

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

HBK Investments L.P. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


GLOBAL HOME: Court Extends Exclusive Plan-Filing Period to Oct. 4
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended Global Home Products, LLC, and its debtor-
affiliates' exclusive period to file a Chapter 11 Plan to Oct. 4,
2007, the Associated Press reports.

According to AP, the Debtors had argued that they needed
additional time to work out a plan of reorganization.

AP further relates that the Debtors have been selling assets since
filing for bankruptcy.

In previous reports published by the Troubled Company Reporter,
the Debtors have sold their:

    * WearEver cookware and bakeware businesses, composed of Mirro
      Acquisition, Inc., Mirro PuertoRico, Inc., and Mirro
      Operating Company LLC, to SEB, S.A. and Groupe SEB USA for
      approximately $36.5 million;

    * Burnes Group picture-frame division, composed of Burnes
      Acquisition, Inc., Intercraft Company, Burnes Puerto Rico,
      Inc., Picture LLC, and Burnes Operating Company LLC, for
      $33.6 million to Gibson Inc.; and

    * Anchor Hocking business, composed of Anchor Hocking
      Operating Company LLC and Anchor Hocking CG Operating
      Company LLC, to Monomoy Capital Partners for $75 million.

Global Home Products, LLC -- http://www.anchorhocking.com/and
http://www.burnesgroup.com/-- sells houseware and home products
and manufactures high quality glass products for consumers and the
food services industry.  The company also designs and markets
photo frames, photo albums and related home decor products.  The
company and 16 of its affiliates, including Burnes Puerto Rico,
Inc., and Mirro Puerto Rico, Inc., filed for Chapter 11 protection
on April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GLOBAL POWER: Court Approves BDO Seidman as Auditors
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Power Equipment Group Inc. and its debtor-affiliates
authority to employ BDO Seidman LLP as their auditors, nunc
pro tunc to April 30, 2007.

As reported in the Troubled Company Reporter on May 9, 2007,
BDO Seidman is expected to:

   a. perform a consolidated audit of the financial statements of
      Global Power and its subsidiaries for the year ended
      Dec. 31, 2006, including the consolidated balance sheet of
      Global Power and the related consolidated statements of
      income and comprehensive income, stockholders' equity, and
      cash flows;

   b. express an opinion on the financial statements based on its
      audit;

   c. submit to the Debtors a report containing its opinion as to
      whether the consolidated financial statements, taken as a
      whole, are fairly presented based on generally accepted
      accounting principles; and

   d. inform the Debtors of any material errors, fraud, illegal
      acts, misstatements, and any other significant deficiencies
      or material weaknesses that it identifies.

Documents submitted to the Court did not disclosed the Firm's
hourly rates.

To the best of the Debtors' knowledge, the Firm does not hold any
interest adverse to the estate and is disinterested pursuant to
Sec. 101(14) of the Bankruptcy Code.

The Debtors informed the Court that the Firm's retention was
subject to certain indemnity and limitation on liability
provisions as contained in an engagement letter dated April 20,
2007.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers in
the domestic and international energy, power and infrastructure
and service industries.  The company designs, engineers and
manufactures a range of heat recovery and auxiliary equipment
primarily used to enhance the efficiency and facilitate the
operation of gas turbine power plants as well as for other
industrial and power-related applications.  The company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts
Of $123,221,000.


GLOBAL POWER: Wants Hogan & Slovacek to Assist BDO Seidman
----------------------------------------------------------
Global Power Equipment Group Inc and its debtor-affiliates
ask the United States Bankruptcy Court for the Delaware for
permission to employ Hogan & Slovacek PC, as their auditors,
nunc pro tunc to April 30, 2007.

The firm will assist BDO Seidman in performing a consolidated
audit of the financial statements of the Debtors related to the
year ended Dec. 31, 2006, including the consolidated balance
sheet and consolidated statements of income and comprehensive
income, stockholders' equity and cash flows.

The firm's professional billing rates are:

     Designation             Hourly Rate
     -----------             -----------
     Partner                    $267
     Senior Manager             $167
     Exp. Manager               $152
     New Manager                $152
     Exp. Senior                $122
     Exp. Staff                 $111
     New Staff                  $108

Brenda H. Berry, Tulsa office managing director and chief
operating officer at Hogan & Slovacek, assures the Court that
she does not hold any interest adverse to the Debtors' estate
and is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Court.

M. Berry can be reached at:

     Brenda H. Berry
     Hogan & Slovacek PC
     6120 S. Yale, Suite 1200
     Tulsa, Ok 74136-4242
     Tel: (918) 496-1080
     Fax: (918) 496-7749
     http://www.hscpa.com/

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc.
aka GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers in
the domestic and international energy, power and infrastructure
and service industries.  The company designs, engineers and
manufactures a range of heat recovery and auxiliary equipment
primarily used to enhance the efficiency and facilitate the
operation of gas turbine power plants as well as for other
industrial and power-related applications.  The company has
facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,
Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,
China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of $381,131,000 and total debts
of $123,221,000.


GOODYEAR TIRE: Fitch Lifts Issuer Default Rating to B+
------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating for The
Goodyear Tire & Rubber Company to 'B+' from 'B'.  In addition,
these debt ratings have been upgraded:

  The Goodyear Tire & Rubber Company

     -- Issuer Default Rating 'B+' from 'B';

     -- $1.5 billion first lien credit facility to 'BB+/RR1' from
        'BB/RR1';

     -- $1.2 billion second lien term loan to 'BB+/RR1' from
        'BB/RR1';

     -- $300 million third lien term loan to 'BB-/RR3' from
        'B/RR4';

     -- $650 million third lien senior secured notes to 'BB-/RR3'
        from 'B/RR4';

     -- Senior unsecured debt to 'B-/RR6' from 'CCC+/RR6'.

  Goodyear Dunlop Tires Europe B.V.

     -- EUR505 million European secured credit facilities to
        'BB+/RR1' from 'BB/RR1'.

The Rating Outlook is Positive.  GT had approximately $5.8 billion
of debt outstanding at March 31, 2007.

The rating upgrades reflect the positive impact on GT's balance
sheet of the recent sale of common stock for approximately $834
million in net proceeds.  GT used proceeds from the sale to redeem
$175 million of outstanding 8.625% notes due in 2011 and $140
million of 9% notes due in 2015.  The ratings and Outlook also
incorporate GT's pending sale of its Engineered Products business
for nearly $1.5 billion, which was announced in March 2007.  The
proceeds from both transactions strengthen GT's liquidity as it
recovers from the labor strike in 2006, continues with its multi-
year program to reduce its cost structure, and further implements
its strategy to exit certain segments of the private label tire
business and expand its higher-margin premium tire business.

GT has made meaningful progress toward its goals but significant
challenges remain with respect to high material costs, achieving
capacity reductions including the closing of the Tyler Texas plant
in 2008, and a highly competitive global tire market.  In
addition, GT faces substantial cash requirements including its
agreement to fund a VEBA trust for $1 billion, rebuild inventory,
and fund capital expenditures and pension contributions.  The
company expects pension contributions to decline after 2007, and
GT would realize annual cash savings from the transfer of OPEB
liabilities to the VEBA trust assuming it is approved.

As a result of ongoing restructuring and other special items such
as the VEBA trust, GT's free cash flow in 2007 is likely to remain
weak. However, the Positive Outlook incorporates Fitch's view that
GT will attain its targeted cost savings that would support
stronger cash flow in 2008 and additional debt reduction
consistent with the company's goals.  The settlement of the labor
strike at the end of 2006 reinforced GT's ability to address its
high-cost structure in North America.  Partly as a result of its
new labor agreement, GT expanded its cost reduction program to at
least $1.8 billion over a four year period through 2009.  The
company's ratings and/or Outlook will be contingent on realizing
stronger margins in North America, generating higher levels of
free cash flow, and maintaining a competitive position in the
global tire market.

In April 2007, GT restated and extended its bank facilities that
provide more flexible terms, although the facilities remain
secured. The amounts of the facilities were generally unchanged;
however, GT's third-lien bank term loan was not amended and the
term loan portion of GDTE's EUR505 million first-lien credit
facilities was converted into a revolver.  Fitch's recovery
ratings for GT's debt remain unchanged with the exception of the
third lien debt.  The improvement in the recovery rating to 'RR3'
reflects expectations for stronger operating results as GT makes
further progress in reducing costs and paying down debt.

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 maintains Asia-Pacific facilities in Australia, China
and Korea. Its European bases are located in Austria, Belgium,
France, Germany, Italy, Russia, Spain, and the United Kingdom.
Goodyear's Latin American operations are located in Argentina,
Brazil, Chile, Colombia, Jamaica, Mexico, and Peru.


GVI SECURITY: Names Chris Young as Vice President of Finance
------------------------------------------------------------
GVI Security Solutions Inc. has appointed Chris Young as vice
president of Finance.

"Now that the company have turned around the company and achieved
profitability in the recent quarter, the company has brought in
Mr. Young to manage the day-to-day operations of the company's
finance and IT departments so that I can devote more time to
growing the core business and driving the company's plans to take
GVI's success to the next level," Joe Restivo, GVI CFO, stated.
"Chris has a great background at i-2 Technologies and GE Capital
and the company is pleased to welcome him to GVI."

Prior to his appointment as vice president of Finance at GVI,
where he will be responsible for managing the daily operations of
the Finance and IT/IS departments, Mr. Young served as the
director of corporate finance and accounting for i-2 Technologies.
He was responsible for performing financial controller duties for
corporate groups including research and development, marketing,
hr, an India Resource Group, Legal, IT and F&A.

Previously, Mr. Young worked for GE Capital as the Finance
Operations Manager. At GE, he was responsible for financial
oversight, which included income forecasting, expense management,
accounts payable and accounts receivable.

Mr. Young has a Masters of Business Administration Degree from the
University of Illinois and a Bachelor of Arts Degree in Finance
from the University of Kentucky.  He is also a Certified Public
Accountant.

                   About GVI Security Solutions

Headquartered in Carollton, Texas, GVI Security Solutions Inc.
(OTCBB: GVSS) -- http://www.gviss.com/-- provides video
surveillance security solutions to the homeland security,
institutional and commercial market segments.  The company
offers a full suite of video surveillance and integrated
security solutions, which enable intelligent video surveillance.
GVI offers its products and services through local, regional,
and national system integrators and distributors in the North
and South America and operates sales and distribution centers in
Dallas, Texas, Mexico City, Mexico, Sao Paulo, Brazil, and
Bogota, Colombia.

                        Going Concern Doubt

Mercadien PC in Hamilton, New Jersey, raised substantial doubt
about GVI Security Solutions Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, 2005 and 2004.  The auditor pointed to
the company's negative cash flow and operating losses, well as
losses from discontinued operations, which have resulted in a
significant reduction in the company's cash balances.


HALCYON SECURITIZED: Moody's Rates $4 Mil. Class E Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Halcyon Securitized Products Investors ABS CDO II Ltd.:

   (1) Aaa to the $225,000,000 Class A-1(a) Senior Secured
       Floating Rate Notes Due 2046;

   (2) Aaa to the $75,000,000 Class A-1(b) Senior Secured
       Floating Rate Notes Due 2046;

   (3) Aaa to the $82,500,000 Class A-2 Senior Secured Floating
       Rate Notes Due 2046;

   (4) Aa2 to the $36,000,000 Class B Senior Secured Floating
       Rate Notes Due 2046;

   (5) A2 to the $27,500,000 Class C Senior Secured Deferrable
       Interest Floating Rate Notes Due 2046;

   (6) Baa2 to the $21,500,000 Class D-1 Senior Secured
       Deferrable Interest Floating Rate Notes Due 2046;

   (7) Baa3 to the $6,000,000 Class D-2 Senior Secured
       Deferrable Interest Floating Rate Notes Due 2046; and

   (8) Ba1 to the $4,000,000 Class E Senior Secured Deferrable
       Interest Floating Rate Notes Due 2046.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of RMBS Securities and
Long Synthetic Securities for which the Reference Obligations are
RMBS Securities due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

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


HEXION SPECIALTY: S&P Holds B- Rating on $825 Million Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery
ratings on Hexion Specialty Chemicals Inc.'s senior secured first-
lien bank credit facilities, including a proposed $200 million
add-on to its existing term loan, and a proposed $10 million
add-on to its existing synthetic letter of credit facility.

Pro forma for the proposed changes to the existing facilities, the
senior secured first-lien bank facilities will increase to
approximately $2.5 billion, from $2.3 billion.  The first-lien
bank loan rating is 'B' (the same as the corporate credit rating)
and the recovery rating is '2', indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.

At the same time, S&P affirmed its ratings on Hexion's
$825 million second-lien notes due 2014.  The 'B-' notes rating
(one notch lower than the corporate credit rating) and '3'
recovery rating indicate a meaningful recovery (50%-80%) recovery
of principal in the event of a payment default.

Ratings List

Hexion Specialty Chemicals Inc.

Corporate credit rating                          B/Stable/--
Senior secured first-lien bank credit facilities B
  Recovery rating                                 2
$825 million second-lien notes due 2014          B-
  Recovery rating                                 3

Based in Columbus, Ohio, Hexion Specialty Chemicals, Inc. -
http://www.hexion.com/-- serves the global wood and industrial
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is owned
by an affiliate of Apollo Management, L.P.  The company has
locations in China, Australia, Netherlands, and Brazil.


INDUSTRY MORTGAGE: Fitch Holds BB Ratings on 2 Class Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Industry
Mortgage Company Home Equity Loan Trust transactions:

  Series 1997-3

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'BB';
     -- Class B remains at 'C'/Distressed Recovery (DR) rating
        revised to 'DR2' from 'DR5'.

  Series 1997-5

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'BB';
     -- Class B remains at 'C/DR2'.

  Series 1998-1

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'BBB-';
     -- Class B remains at 'CC/DR2'.

  Series 1998-5

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

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$135 million of outstanding certificates.

The above transactions are collateralized by fixed-rate, closed-
end home equity mortgage loans.  As of the April 2007 distribution
date, the transactions are seasoned from a range of 103 (1998-5)
to 118 months (1997-3), and the pool factors (current collateral
balance as a percentage of original collateral balance) range from
approximately 3% (1997-3) to 5% (1998-5).  The percentage of loans
over 60 days delinquent ranges from 17.2% (1997-3) to 22% (1998-
1).  The cumulative loss as a percentage of the initial pool
balance ranges from 6.6% (1998-5) to 9.6% (1997-5).

For series 1997-3, 1997-5 and 1998-1, credit enhancement to the
class B bond stands at 0.31%, 0.73% and 0.00% (versus 60+
delinquency rates of 17.2%, 19.6% and 22%, respectively).  Each
class B bond has incurred a principal writedown in the amount of
$16.7 million, $20.3 million and $3.7 million, respectively.

All of the above transactions are serviced by IMC Mortgage Company
(not rated by Fitch).


INSIGHT HEALTH: Files Prepackaged Chapter 11 in Delaware
--------------------------------------------------------
InSight Health Services Holdings Corp. and its wholly owned
subsidiary InSight Health Services Corp. filed voluntary petitions
for chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware on May 29, 2007.

The prepackaged plan of reorganization received the support of
holders of more than two-thirds of IHSC's outstanding 9-7/8%
senior subordinated notes due 2011, and 100% of InSight's common
stockholders.  The operating subsidiaries of IHSC, such as InSight
Health Corp., are not included in the bankruptcy filing and will
continue to maintain normal business operations for their
patients, employees, customers and trade creditors nationwide.
InSight's prepackaged reorganization plan should allow it to
complete as quickly as possible the exchange of approximately
$194.5 million of Notes for 90% of InSight's common stock.

During the bankruptcy proceedings, InSight does not expect any
interruption of its operations and will continue to focus its
efforts on providing quality services to patients.  InSight has
approximately $13 million in cash available as of the date of
filing, and has secured a commitment from its lender to continue
the revolving credit facility of up to $30 million with IHSC's
operating subsidiaries.  IHSC's existing $300 million in senior
secured floating rate notes due 2011 will remain outstanding
following the restructuring.  Holders of a majority of the Senior
Notes have agreed to support the restructuring.

"We are optimistic about the future of our business because the
exchange of $194.5 million of debt for equity will dramatically
strengthen our balance sheet," Bret W. Jorgensen, InSight's
President and Chief Executive Officer stated.  "The restructuring
is being accomplished through a prepackaged plan because of its
efficiency, and we expect a quick confirmation of the plan, which
preserves trade creditor claims and protects our customers and
employees.  Importantly, the process will not interrupt our normal
business operations, our employees or the patients, physicians and
hospitals we serve.  This is a positive step to ensure our long-
term financial health.  We appreciate the flexibility and
cooperation shown by the holders of the Notes and the Senior Notes
and our other lenders.  Their support is a vote of confidence in
our business, superior quality services, dedicated employees and
future prospects in a challenging industry."

                       About InSight Health

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

Insight Health Services Holdings Corp.'s balance sheet at
March 31, 2007, showed $342,080,000 in total assets and
$551,667,000 in total liabilities, resulting in a $209,587,000
total stockholders' deficit.


INSIGHT HEALTH: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: InSight Health Services Holdings Corp.
        fdba JWC/Halifax Holdings Corp
        26250 Enterprise Court, Suite 100
        Lake Forest, CA 92630-840

Bankruptcy Case No.: 07-10700

Debtor affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        InSight Health Services Corp.              07-10701

Type of Business: The Debtor provides diagnostic imaging services.
                  See http://www.insighthealth.com/

Chapter 11 Petition Date: May 29, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Mark D. Collins, Esq.
                  Richards Layton & Finger, P.A.
                  One Rodney Square
                  PO Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7531
                  Fax: (302) 651-7701

                                Total Assets       Total Debts
                                ------------       -----------
InSight Health Services         More than          More than
Holdings Corp.                  $100 Million       $100 Million

InSight Health Services         More than          More than
Corp.                           $100 Million       $100 Million

A. Insight Health Services Holdings Corp's Two Largest Unsecured
Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Law Debenture Trust         senior                $194,500,000
Company of New York         subordinated          (excluding
400 Madison Avenue,         notes                  unpaid
4th Floor                                          accrued
New York, NY 10017                                 interest,
c/o Patrick Healy                                  fees and
Law Debenture Trust                                expenses)
Company of New York
400 Madison Avenue,
4th Floor
New York, NY 10017
Tel: (212) 750-6474
Fax: (212) 750-1361

A.F.C.O. Premium             insurance premium        $948,053
Acceptance, Inc.             financing
655 North Central
Avenue, Suite 1550
Glendale, CA 91203
Tel: (818)549-1270
Fax: (818)549-0034

B. Insight Health Services Corp's Six Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Law Debenture Trust         senior                $194,500,000
Company of New York         subordinated          (excluding
400 Madison Avenue,         notes                  unpaid
4th Floor                                          accrued
New York, NY 10017                                 interest,
c/o Patrick Healy                                  fees and
Law Debenture Trust                                expenses)
Company of New York
400 Madison Avenue,
4th Floor
New York, NY 10017
Tel: (212) 750-6474
Fax: (212) 750-1361

A.F.C.O. Premium             insurance premium        $948,053
Acceptance, Inc.             financing
655 North Central
Avenue, Suite 1550
Glendale, CA 91203
Tel: (818)549-1270
Fax: (818)549-0034

Michael A. Boylan           separation                 $52,881
1005 Putters Place          agreement
Doylestown, PA 18901
Fax: (215) 343-7067

Acco Engineering Systems    litigation                 unknown

Karen Wijangco              litigation                 unknown

Mary Jeffers                medical                    unknown
                            Malpractice


INSIGHT HEALTH: Bankruptcy Filing Prompts S&P's D Rating
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on InSight Health Services Corp. to 'D' from 'SD' and its
rating on InSight Health's senior secured debt to 'D' from 'CC'.

InSight Health Services Holdings Corp. and its wholly owned
subsidiary, InSight Health, filed for Chapter 11 protection on May
29 with the U.S. Bankruptcy Court for the District of Delaware.

The recovery rating on the company's $300 million senior secured
notes remains '3' pending the receipt of more information.

"The previously announced prepackaged plan of reorganization
received the support of holders of more than two-thirds of Insight
Health's 9-7/8% senior subordinated notes due 2011 and all of the
parent company's stockholders," explained Standard & Poor's credit
analyst Cheryl Richer.  "The plan proposes the exchange of about
$194 million of notes for 90% of InSight Health's common stock."

By filing a prepackaged plan, the company hopes to accomplish the
restructuring quickly, with no disruption to its business.  At the
time of filing, InSight Health had $13 million of cash and a
secured commitment from its lender to access $30 million of
capacity on its revolving credit facility.  If approved by the
bankruptcy court, this plan would improve InSight Health's
balance sheet.  However, leverage would still be aggressive, and
industry conditions are difficult.


INTERSTATE HOTELS: Closes $74MM Acquisition of Westin Atlanta
-------------------------------------------------------------
Interstate Hotels & Resorts closed on the acquisition of the 495-
room Westin Atlanta Airport Hotel in Georgia for $74 million, or
$149,500 per key, from an affiliate of The Blackstone Group.

It is the company's largest asset acquisition and its sixth
wholly-owned property under its strategic plan to diversify its
revenue base through increased real estate ownership.  The company
will immediately begin its planned $18 million renovation, to
include all rooms and public areas.

Concurrently, the company has amended its senior secured credit
facility to expand the facility's capacity and provide greater
flexibility in certain of its financial covenants.  The total
facility increased by $75 million to $200 million, the increase
consisting of a $50 million term loan and a $25 million revolver.
The interest rate of the expanded facility remained at LIBOR plus
275 basis points.  The company used the additional $50 million
term loan and cash on hand to finance the acquisition of the
Westin Atlanta Airport Hotel.

"This amendment not only provides the company with the sufficient
capacity to acquire the Westin Atlanta Airport Hotel, but more
importantly, the flexibility to continue to execute the company's
strategic business plans, including the selective acquisition of
wholly-owned and joint venture real estate investments," said
Bruce Riggins, chief financial officer.  "With this amendment the
company have the entire $85 million available on its revolving
credit facility to fund the company's growth strategy and its
operating needs."

"This is the company's third acquisition from Blackstone and
represents a attractive opportunity to add a major airport
property in a key market to the company's owned portfolio at a
competitive price," Thomas F. Hewitt, chief executive officer,
said.  "The planned $18 million in upgrades to all guest rooms
and common areas will further enhance its guest appeal and enable
this hotel to reach its full potential."

                     About Interstate Hotels

Headquartered in Arlington, Virginia, Interstate Hotels &
Resorts(NYSE: IHR) -- http://www.ihrco.com/ -- operates 203
hospitality properties with more than 46,000 rooms in 36 states,
the District of Columbia, Belgium, Canada, Ireland and Russia, as
of April 30, 2007.  In addition, Interstate Hotels & Resorts has
contracts to manage 13 hospitality properties with 4,000 rooms
currently under development.


                           *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Moody's Investors Service raised the corporate family rating of
Interstate Hotels & Resorts to B1, from B2, and revised its rating
outlook to stable.


JHCI ACQUISITION: Moody's Junks Rating on $150 Mil. Term Loan
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to these
credit facilities to be issued by JHCI Acquisition, Inc.

   -- Ba3 to the $310 million first lien senior secured credit
      facility ($280 million term loan and $30 million
      revolver); and

-- Caa1 to the $150 million second lien term loan facility to
   be issued by JHCI Acquisition, Inc.

The corporate family rating and the probability of default rating
are each B2.  The rating outlook is stable.

The rated credit facilities plus equity from Oak Hill Capital
Partners will fund the acquisition of the Jacobson Companies by
Oak Hill.  Arnold Logistics, LLC (not rated), a portfolio company
of Oak Hill's will be merged into Jacobson.

A comparatively strong EBIT margin, relatively predictable revenue
from a long-tenured, contracted customer base and the relatively
low contribution of truck transportation services to earnings
support the B2 rating.  "The relatively predictable revenue from
the contracted customer base combined with truckload and freight
services relatively low contribution to earnings should limit cash
flow volatility during periods of weak demand for transportation
services," said Jonathan Root, Moody's Analyst.  Higher value-
added, contract packaging and manufacturing and warehousing
services contribute to a higher consolidated EBIT margin relative
to certain of Jacobson's peers.  These factors, in combination
with control over costs should provide Jacobson the ability to
meet debt service commitments.  The high debt level, exposure of
demand to the economic cycle and the expectation of ongoing
acquisitions constrain the rating.

The ratings assignment reflects the expectation that JHCI will
meet the planned de-levering of the capital structure contemplated
by its business plan. Debt to EBITDA below 6.0 times and EBIT to
Interest of greater than 1.0 time are anticipated at year end
2007, representing modest improvement from the opening levels.
Each metric is within the range, but still weaker than other
issuers at the B2 rating category. Nevertheless, relatively low
capital expenditures and annual amortization of definite-lived
intangible assets that do not require replacement should support
the generation of operating cash flows.  Funds from operations +
Interest to Interest expected at about 2.0 times for fiscal year
2007 further supports the ratings assignment as does good
liquidity. Cash flow from operations is expected to cover planned
capital spending with meaningful cushion, supporting the
generation of free cash flow and the planned reduction in debt.
Consequently, the $30 million revolver is not expected to be used.

Moody's believes that JHCI will seek out acquisitions to further
Jacobson's growth.  The B2 rating anticipates that JHCI will
execute its acquisitive growth in measured steps and that equity
could be utilized to temper potential increases in leverage that
could result from the sector's high EBITDA purchase multiples.

The stable outlook anticipates that demand for the company's core
warehousing and packaging services will remain steady over the
intermediate term and that Jacobson will restrain capital
expenditures and generate steady free cash flow.  The ratings
could be downgraded if, on a sustained basis, Debt to EBITDA
exceeds 6.0 times, Funds from Operations + Interest to Interest is
below 2.0 times, or free cash flow is negative.  The ratings could
also be downgraded if acquisitions indicate a change from JHCI's
stated strategy of modest acquisitions in the core business
without increasing financial leverage, or if shareholder returns
exceed the level contemplated in the business plan.  Ratings or
the outlook could be upgraded if Debt to EBITDA was sustained
below 4.5 times and EBIT to Interest was sustained above 2.0
times.

Assignments:

   * JHCI Acquisition, Inc.

     -- Probability of Default Rating, Assigned B2;

     -- Corporate Family Rating, Assigned B2;

     -- Senior Secured Bank Credit Facility, Assigned a range of
        30 - LGD3 to Ba3;

     -- Senior Secured Bank Credit Facility, Assigned a range of
        30 - LGD3 to Ba3; and

     -- Senior Secured Bank Credit Facility, Assigned a range of
        79 - LGD5 to Caa1.

JHCI Acquisition is a wholly-owned subsidiary of JHCI Holdings,
Inc., the vehicle majority owned by Oak Hill Capital Partners,
created to effect the acquisition of Jacobson Holding Co. and the
contemporaneous merger of Arnold Logistics, LLC

Jacobson Companies, headquartered in Des Moines, Iowa, and Arnold
Logistics, LLC, headquartered in Camp Hill, Pennsylvania, are
logistics providers, offering warehousing, contract packaging and
freight management services.


JHCI ACQUISITION: S&P Junks Rating on Proposed $150 Mil. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to JHCI Acquisition Inc.

At the same time, S&P assigned a 'B' rating and a '2' recovery
rating, indicating expectations of a substantial (80%-100%)
recovery of principal in the event of a payment default, to JHCI
Acquisition Inc.'s proposed senior secured first-lien credit
facilities, consisting of a $30 million revolving credit
facility due 2013 and $280 million term loan B due 2014.

S&P assigned a 'CCC+' rating with a '5' recovery rating,
indicating expectations of negligible (0-25%) recovery of
principal in the event of a payment default, to the company's
proposed $150 million second-lien credit facility due 2014. The
bank loan and recovery rating are based on preliminary terms and
conditions, and could change upon review of final documents.

Pro forma for the proposed financing, the Des Moines, Iowa-based
logistics company will have about $645 million of lease-adjusted
debt.

"Ratings reflect JHCI's high debt leverage, competitive end
markets, and potential for future debt-financed acquisitions,"
said Standard & Poor's credit analyst Lisa Jenkins.  "Offsetting
these risks to some extent is the favorable near- to intermediate-
term industry outlook and benefits accruing from the company's
nationwide presence and diverse service offerings."  JHCI
offers various third-party logistics services, including
warehousing (accounting for a majority of revenues), freight
management, packaging and manufacturing, transportation and
brokerage, and staffing.

The third-party logistics industry is very fragmented; competitors
include divisions of large integrated freight transportation
companies, as well as other, smaller logistics providers.  Demand
for third-party logistics has been growing at a compound average
growth rate of  more than 10% over the past 10 years, and the
near- to intermediate-term outlook for the sector is favorable as
companies are expected to continue outsourcing these services to
reduce costs, lower capital expenditure requirements, and enhance
operating flexibility.  However, despite the positive industry
outlook, the sector is expected to remain very competitive.  Many
of the companies competing with JHCI are financially stronger and
offer logistics services as part of a broader portfolio of freight
services.

JHCI has developed its current national footprint and suite of
logistics services through a series of acquisitions and is in the
process of merging another company into its existing portfolio.
JHCI may pursue additional acquisitions to bolster certain
geographic regions and to increase penetration of certain end
markets.

Demand for third-party logistics is expected to remain healthy
over the next few years and JHCI is likely to benefit from the
favorable industry environment.  The company's high leverage
coupled with the potential for debt-financed acquisitions will
likely preclude a positive outlook or ratings upgrade. Should
leverage increase above expected levels, the outlook would
likely be revised to negative or the rating could be lowered.


JO-ANN STORES: Posts $1.7 Million Net Loss in Quarter Ended May 5
-----------------------------------------------------------------
Jo-Ann Stores, Inc. disclosed financial results for its fiscal
2008 first quarter ended May 5, 2007.

Net loss for the first quarter of fiscal 2008 was $1.7 million,
compared with a net loss of $6.6 million, in the prior year first
quarter.

For the first quarter, net sales decreased 0.1% to $424.2 million
from $424.7 million last year.  Same-store sales increased 1.8%
for the quarter, versus a same-store sales decrease of 3.9% in the
first quarter last year.

At March 5, 2007, the company's balance sheet showed total assets
of $827.7 million and total liabilities of $413.7 million,
resulting in a $414 million stockholders' equity.

                  Review of Operating Results

Gross margins for the first quarter of fiscal 2008 increased 70
basis points to 47.3% from 46.6% primarily due to reduced sales of
clearance inventory compared to the prior year.

Selling, general and administrative expenses decreased to
$185.5 million, or 43.7% of net sales, in the first quarter of
fiscal 2008 from $189.7 million, or 44.7% of net sales, in the
first quarter last year.

Operating profit for the first quarter was $100,000, versus an
$8.8 million operating loss for the prior year first quarter.

"The first quarter produced an important milestone, as we achieved
positive same-store sales for the first time in six quarters, and
also expanded our gross margin rate," Darrell Webb, chairman,
president, and chief executive officer, said.  "Our strategic plan
is on-track and we continue to execute the initiatives designed to
generate profitable and sustainable sales growth over the long
term.  While it is still early in the fiscal year, I am pleased
with the progress we have made to improve the customer shopping
experience, enhance our marketing and merchandising programs, and
refine our capital investment strategy."

                 Store Openings and Closings

During the first quarter of fiscal 2008, the company opened two
superstores and one traditional store and closed 10 traditional
stores. For the balance of the year, the Company expects to open
three superstores and close 13 traditional stores and one
superstore.

                       About Jo-Ann Stores

Headquartered in Hudson, Ohio, Jo-Ann Stores, Inc. (NYSE: JAS) --
http://www.joann.com/-- is a specialty retailer of fabrics and
crafts, serving customers in 47 U.S. states.

                          *     *     *

Moody's Investors Service downgraded Jo-Ann Stores Inc.'s
corporate family rating and probability-of-default rating to B1
from B3 and the $100 million senior subordinated note (2012) to
Caa2 from B3 in November 2006.


LYONDELL CHEMICAL: Sells $510 Million of 6.785% Senior Notes
------------------------------------------------------------
Lyondell Chemical Company has sold $510 million of 6.875% senior
unsecured notes in an offering.

The notes will mature on June 15, 2017.  Lyondell will use the net
proceeds, together with available cash, to redeem in full the
$500 million outstanding principal amount of its 10.875% senior
subordinated notes, which mature May 1, 2009.  The offering is
expected to close today, June 1, 2007.

The group of underwriters for the offering is led by Citigroup
Global Markets Inc.  Copies of the prospectus relating to the
offering may be obtained from: Citigroup Global Markets Inc.,
Prospectus Department, Brooklyn Army Terminal, 140 58th Street,
8th Floor, Brooklyn, NY 11220 or by calling toll-free 1-877-858-
5407.

Headquartered in Houston, Texas, Lyondell Chemical Company
(NYSE:LYO) -- http://www.lyondell.com/-- is North America's
third-largest independent, publicly traded chemical company.
Lyondell manufactures chemicals and plastics, a refiner of heavy,
high-sulfur crude oil and a significant producer of fuel products.
Key products include ethylene, polyethylene, styrene, propylene,
propylene oxide, gasoline, ultra low-sulfur diesel, MTBE and ETBE.

The company also has locations in Austria, France, Italy, The
Netherlands, Belgium, Germany, Spain, United Kingdom, Brazil,
China, Japan, Taiwan, India and Singapore.


LYONDELL CHEMICAL: Fitch Rates $500 Million Senior Notes at BB-
---------------------------------------------------------------
Fitch Ratings expects to assign a 'BB-' rating to Lyondell
Chemical Company's $500 million announced offering of senior
unsecured notes due 2017.  Proceeds from this offering are
expected to fully repay the existing $500 million, 10.875% senior
subordinated notes due 2009.

Fitch has also affirmed Lyondell's other ratings as:

    -- Issuer Default Rating at 'BB-';
    -- Senior secured credit facility and term loan at 'BB+';
    -- Senior secured notes at 'BB+';
    -- Senior unsecured notes at 'BB-';
    -- Debentures at 'BB-';

Additionally, Fitch has affirmed and withdrawn its 'B' rating on
Lyondell's senior subordinated notes.  The Rating Outlook for
Lyondell remains Positive.  Approximately $5 billion of debt is
affected by these actions.

The affirmation of Lyondell's ratings and assignment of 'BB-'
rating to the new senior unsecured notes are supported by the
company's debt reduction efforts, lower average cost of borrowings
and improved financial flexibility.  Lyondell continues to benefit
from multiple operational cash streams as well as cash from the
recent Inorganics sale.  Fitch expects debt reduction will
accelerate in the near-term as the sale of its Inorganics business
was completed in mid-May.  Proceeds from the asset sale are
expected to primarily fund the repayment of Millennium America
Inc.'s remaining $373 million, 9.25% senior notes due 2008,
Equistar Chemicals, LP's $300 million, 10.125% senior notes due
2008 and $300 million, 10.625% senior notes due 2011.

Fitch also continues to expect Lyondell's debt reduction targets
to be met during 2008 and high probability of additional debt
repayment to occur thereafter.  In addition, Lyondell's 'BB-'
Issuer Default Rating incorporates the company's highly integrated
businesses in refining, petrochemicals and performance products.
Lyondell's size, liquidity and access to capital markets support
the rating.

The Positive Rating Outlook reflects continued relatively
favorable business conditions for the markets Lyondell
participates in, and the expectation that Lyondell and its
subsidiaries will accelerate their debt reduction efforts in the
next year.  Fitch also expects that energy and raw material prices
will continue to be volatile however average prices are expected
to trend lower.  Strong operations from petrochemical and refining
operations are likely to offset more cyclical businesses within
the portfolio.

Lyondell holds leading global positions in propylene oxide and
derivatives, as well as leading North American positions in
ethylene, propylene, polyethylene, aromatics, acetic acid, and
vinyl acetate monomer.  The company also has substantial refining
operations located in Houston, Texas.  The company benefits from
strong technology positions and high barriers to entry in its
major product lines.  Lyondell owns 100% of Equistar; 70.5%
directly and 29.5% indirectly through its wholly owned subsidiary
Millennium.  For the latest three months ending March 31, 2007,
Lyondell and its subsidiaries generated $2.37 billion of EBITDA on
$23.3 billion in sales.


LYONDELL CHEMICAL: Moody's Rates $500 Million Senior Notes at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $500 million of
new guaranteed senior unsecured notes due 2017 to be issued by
Lyondell Chemical Company.

Moody's also affirmed the company's Ba3 corporate family rating as
well as the existing ratings on its other secured and unsecured
debt.

The new unsecured notes will be ed to refinance $500 million of
subordinated notes due in 2009; Lyondell recently received
approval from existing note-holders to allow the refinancing of
these subordinated notes with new unsecured notes.  The outlook on
Lyondell's ratings is stable.

Ratings assigned:

   * Issuer: Lyondell Chemical Company

     -- $500 million Guaranteed Senior Unsecured Notes due 2017
        at B1, LGD5 73%

Ratings affirmed:

Issuer: Lyondell Chemical Company

     -- Corporate Family Rating, Confirmed at Ba3;

     -- Probability of Default Rating at Ba3;

     -- Guaranteed Senior Secured Revolving Credit Facility and
        Term Loan at Ba1, LGD2 28%;

     -- Guaranteed Senior Secured Notes at Ba1, LGD2 28%;

     -- Guaranteed Senior Unsecured Notes/Debentures at B1,
        LGD5 73%;

     -- Senior Subordinated Notes at B2, LGD6 95%*.

* these ratings will be withdrawn upon repayment of the debt

The assignment of the B1 ratings on the new unsecured notes and
the affirmation of Lyondell's Ba3 corporate family rating reflect
the benefits from generally solid earnings and cash flow at its
refinery (first quarter results were weaker than normal due to a
turnaround at the facility) and higher than expected profitability
at Equistar in 2007.  Moody's also noted that crack spreads and
the light-sweet/heavy-sour differential indicate that
profitability at the refinery in the second quarter should be
annually strong.  The combination of improved results at the
refinery and Equistar could enable Lyondell to repay more debt in
2007 than was expected.

The stable outlook reflects the anticipation for meaningful debt
reduction and relatively strong financial metrics at the
consolidated company over the next year.  Moody's could make a
positive change to the outlook or ratings, if debt is reduced to
below $6 billion and the outlook for the company financial
performance remains stronger than previously anticipated.  The
company's outlook or ratings could be affected negatively by a
weakening of cash flow at its refinery combined with the failure
to reduce debt below $7 billion in 2007; with announced debt
repayments at Millennium, Equistar and Lyondell, the consolidated
company should be close to this level by the end of the second
quarter.

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures propylene oxide, MTBE and butanediol, as well as a
major producer of co-product styrene. Equistar Chemicals LP,
Millennium Chemicals Inc, and Houston Refining are wholly owned
subsidiaries of Lyondell.  Equistar is a leading North American
producer of commodity petrochemicals and plastics. Millennium
Chemicals is among the largest global producers of titanium
dioxide pigments and VAM.  Houston Refining is a refinery that has
the unique ability to process 100% heavy sour crude oil from
Venezuela.  These combined entities reported revenues of roughly
$24 billion for the LTM dated March 31, 2007


LYONDELL CHEMICAL: S&P Rates Proposed $500 Million Notes at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed Lyondell Chemical Co.'s $500 million of unsecured notes
due 2017, issued pursuant to Lyondell's Rule 415 shelf
registration.

At the same time, S&P affirmed its corporate credit rating on
Lyondell (BB-/Stable/B-1).  The outlook is stable.

Lyondell will use proceeds from the proposed notes offering,
together with cash on hand, to refinance the existing $500 million
of 10.875% senior subordinated notes, which mature May 1, 2009.

"We view this financing as a favorable step to extend the debt
maturity profile and fully consistent with Lyondell's objective to
improve its overall financial profile during the current business
cycle," said Standard & Poor's credit analyst Kyle Loughlin.

Lyondell is the world's largest producer of propylene oxide (PO),
with about 30% of global production capacity.

Generally favorable business conditions in petrochemicals and
meaningfully higher contributions from the refining business are
likely to provide the free cash flow necessary to improve
Lyondell's highly leveraged capital structure, even if
petrochemical business conditions begin to deteriorate somewhat
during the next few years.

Mr. Loughlin said, "If Lyondell maintains a strong focus on debt
reduction and continues to extend its debt maturity profile,
credit metrics could improve to levels considered strong for the
ratings.  If we conclude that Lyondell can sustain these
improvements, we could revise the outlook to positive within the
next 12 months."

On the other hand, faster-than than-expected deterioration of the
chemicals business cycle would limit debt reduction somewhat.

"But ratings are not likely to come under pressure unless the
refining cycle weakens unexpectedly or management again departs
from its stated objectives to reduce debt," Mr. Loughlin said.


M. GRANDE RESORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: M. Grande Resort, L.L.C.
        2701 South Ocean Boulevard
        Myrtle Beach, SC 29577

Bankruptcy Case No.: 07-02867

Type of Business: The Debtor owns and operates an oceanfront
                  16-story hotel.  See
                  http://www.mgranderesort.com/

Chapter 11 Petition Date: May 30, 2007

Court: District of South Carolina (Columbia)

Debtors' Counsel: G. William McCarthy, Jr., Esq.
                  Robinson, Barton, McCarthy, Calloway & Johnson
                  1715 Pickens Street (29201)
                  P.O. Box 12287
                  Columbia, SC 29211
                  Tel: (803) 256-6400

Total Assets: $22,627,475

Total Debts:  $7,972,412

List of Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
M. Grand Resort H.O.A.                                $550,000
2701 South Ocean
Boulevard
Myrtle Beach, SC 29577

Horry County Treasurer                                $311,000
P.O. Box 1237
Conway S.C. 29528-1237

Quadron Holdings, L.L.C.                               $65,000
299 West John Street
Hicksville, NY 11801

Bonitz Flooring Group, Inc.                            $54,795

Anichini 570                                           $45,748

Merlin Manufacturing                                   $37,156

M.B.R. Stone, Inc.                                     $36,454

M.B.N.A.                                               $27,472

Cherie Taylor                                          $25,594

Vishal Jain                                            $19,500

Bank of America C.C.                                   $17,140

Myrtle Beach Lodging                                   $15,106
Cooperative

Megasys Hospitality                                    $14,245
Systems, Inc.

Freedman Goldberg                                      $13,214

Asheville Tile                                         $12,744

General Electric Co.                                   $10,673

American Express                                       $10,500

Barakat Prempeh and                                    $10,000
Jacobs P.L.

Cushman and Wakefield, Inc.                             $9,500

George Kovacs                                           $9,312


MEDIACOM COMMS: March 31 Balance Sheet Upside-Down by $110.2 Mil.
-----------------------------------------------------------------
Mediacom Communications Corporation had total assets of
$3.6 billion, total liabilities of $3.7 billion, and total
stockholders' deficit of $110.2 million at March 31, 2007.

First Quarter 2007 Financial Highlights include:

     -- Revenues of $307.9 million, an increase of 6.4% over the
        first quarter 2006;

     -- Adjusted operating income before depreciation and
        amortization of $107.4 million, a decrease of 0.1%
        compared to first quarter 2006;

     -- Operating income of $52.3 million, a decrease of 0.7% from
        first quarter 2006;

     -- Net loss of $16.9 million, versus net loss in first
        quarter 2006 of $37.2 million;

     -- Capital expenditures of $49.9 million;

     -- Average monthly revenue per basic subscriber of $74.85, an
        increase of 10.4% over first quarter 2006; and

     -- Total revenue generating units of 2,615,000, a gain of
        24,000 during the quarter.

Revenues rose to $307.9 million for the first quarter of 2007,
reflecting strong contributions from Mediacom's data and phone
businesses.

Total operating costs grew 10.3%, or $18.7 million, for the first
quarter of 2007, primarily due to:

(i) delivery and customer support expenses related to unit
growth in the company's phone and data services;

(ii) higher programming unit costs, bad debt expense and
telecommunications charges in the company's customer
call centers; and

(iii) additional marketing expenses.

Contributing to this increase in total operating costs was
$2.4 million of one-time expenses relating to the Sinclair dispute
and the ice storms during the first quarter of 2007.

                 Liquidity and Capital Resources

The company had a negative working capital of $269.5 million at
March 31, 2007, as compared with a negative working capital of
$265.6 million at Dec. 31, 2006.

Significant sources of cash for the three months ended March 31,
2007 were generation of net cash flows from operating activities
of $48.8 million and sale of cable systems for $22.9 million.

Significant uses of cash for the three months ended March 31, 2007
were capital expenditures of about $49.9 million; and purchase of
a cable system for $7.3 million.

Free cash flow was negative $1.4 million for the three months
ended March 31, 2007, as compared to positive $4.2 million in the
prior year period.

                        Financial Position

At March 31, 2007, the company had total debt outstanding of
$3,134.4 million, a decrease of $10.2 million since Dec. 31, 2006.
As of the same date, the company had unused credit facilities of
about $818.7 million, of which about $635.8 million could be
borrowed and used for general corporate purposes based on the
terms and conditions of the company's debt arrangements. As of the
date of this press release, about 64% of the company's total debt
is at fixed interest rates or subject to interest rate protection.

"As we disclosed in our last earnings call, it was expected that
our results for the first quarter of 2007 would be impacted by the
retransmission consent dispute with Sinclair Broadcasting, severe
ice storms that hit our midwest systems and the delay of annual
basic rate increases until the second quarter," said Rocco B.
Commisso, Mediacom's chairman and chief executive offier.

"These factors combined to slow year-over-year revenue and cash
flow growth. Given the current trajectory of our overall business,
we expect to deliver sequential revenue and Adjusted OIBDA growth
of at least 5% and 8%, respectively, in the second quarter and
remain confident that we will achieve our full-year guidance for
2007," concluded Mr. Commisso.

                    Cable System Transactions

In February 2007, the company sold cable systems serving 7,500
basic subscribers for $22.9 million and recorded a gain on sale of
$10.8 million. In March 2007, the company purchased a cable system
serving 4,200 basic subscribers for $7.3 million.

                   About Mediacom Communications

Mediacom Communications Corporation (Nasdaq: MCCC) --
http://www.mediacomcc.com/-- is the nation's 8th largest cable
television company and a cable operator focused on serving the
smaller cities and towns in the United States.  Mediacom
Communications offers broadband products and services, including
traditional video services, digital television, video-on-demand,
digital video recorders, high-definition television, and high-
speed Internet access and phone service.


METROPCS COMMUNICATIONS: S&P Revises Outlook to Positive
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dallas-
based MetroPCS Communications Inc. to positive from stable, and
affirmed its 'CCC' rating on subsidiary MetroPCS Wireless Inc.'s
$1.3 billion of 9.25% senior unsecured notes due 2014.  This debt
includes $300 million to be issued as an add-on to the $1 billion
note issue.

All other ratings on MetroPCS and related subsidiaries, including
the 'B-' corporate credit rating, are affirmed.

Proceeds from the add-on will be used by MetroPCS, a wireless
carrier, to fund potential purchases under the FCC's upcoming 700
MHz auction, as well as for general corporate purposes.  Pro forma
total debt will be about $2.9 billion.

"The outlook revision reflects the company's continued progress in
growing its overall revenues and EBITDA from the wireless markets
it established since 2002," said Standard & Poor's credit analyst
Catherine Cosentino.  If the company is able to replicate these
results in its new markets over the next couple of years, it
should be able to meaningfully reduce leverage from the current 6x
debt to EBITDA, which would support an upgrade.

The rating reflects MetroPCS' inherently challenging business
model, which targets a lower-income customer niche; a highly
competitive environment; and high leverage.  The company's
subscriber base has significantly higher churn (about 4%) than the
industry average, exposing the company to subscriber losses if it
is not able to replace lost customers through aggressive selling
efforts to new customers.  Given this high churn, the company's
cost per gross addition, which is around $108, or one-third of
that incurred by wireless carriers that target the more
conventional postpaid customer segment, must continue to be
closely managed and controlled.

MetroPCS is a wireless provider serving seven fairly dense
markets, including San Francisco, Dallas/Fort Worth, Atlanta,
Georgia; Detroit, Michigan; Miami, Orlando, and Tampa, Florida;
and Sacramento, California.  It also plans to launch service in
Los Angeles.  Total licensed population equivalents for these
markets are about 66 million.


METROPCS WIRELESS: S&P Holds CCC Rating on $1.3 Billion Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dallas-
based MetroPCS Communications Inc. to positive from stable, and
affirmed its 'CCC' rating on subsidiary MetroPCS Wireless Inc.'s
$1.3 billion of 9.25% senior unsecured notes due 2014.  This debt
includes $300 million to be issued as an add-on to the $1 billion
note issue.

All other ratings on MetroPCS and related subsidiaries, including
the 'B-' corporate credit rating, are affirmed.

Proceeds from the add-on will be used by MetroPCS, a wireless
carrier, to fund potential purchases under the FCC's upcoming 700
MHz auction, as well as for general corporate purposes.  Pro forma
total debt will be about $2.9 billion.

"The outlook revision reflects the company's continued progress in
growing its overall revenues and EBITDA from the wireless markets
it established since 2002," said Standard & Poor's credit analyst
Catherine Cosentino.  If the company is able to replicate these
results in its new markets over the next couple of years, it
should be able to meaningfully reduce leverage from the current 6x
debt to EBITDA, which would support an upgrade.

The rating reflects MetroPCS' inherently challenging business
model, which targets a lower-income customer niche; a highly
competitive environment; and high leverage.  The company's
subscriber base has significantly higher churn (about 4%) than the
industry average, exposing the company to subscriber losses if it
is not able to replace lost customers through aggressive selling
efforts to new customers.  Given this high churn, the company's
cost per gross addition, which is around $108, or one-third of
that incurred by wireless carriers that target the more
conventional postpaid customer segment, must continue to be
closely managed and controlled.

MetroPCS is a wireless provider serving seven fairly dense
markets, including San Francisco, Dallas/Fort Worth, Atlanta,
Georgia; Detroit, Michigan; Miami, Orlando, and Tampa, Florida;
and Sacramento, California.  It also plans to launch service in
Los Angeles.  Total licensed population equivalents for these
markets are about 66 million.


METROPCS WIRELESS: Moody's Lifts Ratings on Strong Performance
--------------------------------------------------------------
Moody's Investors Service upgraded all ratings of MetroPCS
Wireless Inc. including the company's corporate family rating to
B2 from B3, reflecting the meaningful primary equity proceeds
MetroPCS' parent, MetroPCS Communications Inc., received from its
recent initial public offering and Moody's belief that company's
strong operating momentum is likely to continue through the next
couple of years, enabling its pro-forma adjusted leverage of
roughly 6x to continue improving despite continuing high levels of
cash consumption.

Moody's also upgraded MetroPCS' senior secured rating to Ba3 from
B1 and its senior unsecured rating to Caa1 from Caa2. Finally,
Moody's assigned MetroPCS' $300 million senior unsecured add-on
notes offering a rating of Caa1 and assigned the company a
liquidity rating of SGL-1, indicating a very good liquidity
position, in Moody's opinion.  The long term ratings reflect a B2
probability of default and loss given default assessments of LGD
2, 25% for the senior secured facilities and LGD 5, 79% for the
senior unsecured notes.

Ratings Upgraded:

   -- Corporate family rating to B2 from B3;

   -- Probability of default rating to B2 from B3;

   -- $1.7 billion senior secured bank facility to Ba3, LGD2,
      25% from B1 LGD 2, 26%;

   -- $1.0 billion senior unsecured notes to Caa1, LGD5, 79%
      from Caa2 LGD5, 80%;

Ratings Assigned:

   -- $300 million senior unsecured add-on notes at Caa1, LGD5,
      79%;

   -- SGL-1 speculative grade liquidity rating.

The B2 corporate family rating considers Moody's expectations that
MetroPCS' rapid growth plans will consume a significant amount of
cash for the next few years as it seeks to build-out wireless
networks and launch service in several additional markets, more
than doubling the size of its network footprint by the end of
2009, in Moody's opinion.  The company's differentiated service
offering, which offers unlimited calling and data plans for a flat
fee and requires no signed contract has exceeded Moody's
expectations over the past several quarters.  The B2 rating
nonetheless considers Moody's views that MetroPCS' execution risks
to ongoing new market builds are significant and that industry
price competition is likely to intensify as the national wireless
penetration rate approaches 80%.

MetroPCS Wireless Inc., a wholly owned subsidiary of MetroPCS
Communications Inc., provides unlimited e wireless service for a
flat monthly fee with no signed contract in major metropolitan
markets.  The company is based in Dallas, Texas.


MGM MIRAGE: Committee Selects UBS and Weil Gotshal as Advisors
--------------------------------------------------------------
The Transactions Committee of MGM MIRAGE's Board of Directors,
which was formed on May 22, 2007 to consider the amended Schedule
13D filed by Tracinda Corporation and strategic alternatives
available to MGM MIRAGE, has engaged UBS Investment Bank, as its
financial advisor, and Weil, Gotshal & Manges LLP, as its legal
advisor, to assist it in the process.

As reported in the Troubled Company Reporter on May 24, 2007, the
company's board formed an independent committee to study Kirk
Kerokrian's offer to buy the Bellagio Hotel and Casino, and City
Center properties.

                      Mr. Kerkorian's Offer

Mr. Kerkorian, who owns 56% of MGM Mirage shares through Tracinda,
entered into negotiations with the company to purchase the
properties.  In addition, Mr. Kerkorian said he 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.

                   Rating Agencies Take Action

The proposed transaction prompted Standard & Poor's Ratings
Services to place its ratings for MGM MIRAGE, including the 'BB'
corporate credit rating, on CreditWatch with negative
implications.

Additionally, Fitch placed MGM MIRAGE's ratings on Rating Watch
Negative, including the company's 'BB' Issuer Default Rating;
'BB' Senior credit facility; 'BB' Senior notes; and 'B+' Senior
subordinated notes.

                        About MGM Mirage

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.


MUELLER WATER: Amends Credit Pact with Bank of America, et al.
--------------------------------------------------------------
Mueller Water Products Inc. disclosed in a regulatory filing with
the Securities and Exchange Commission that on May 24, 2007, it
entered into an amended and restated credit agreement with Mueller
Group LLC, as prior borrower, Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and an L/C Issuer,
JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C Issuer
and the lenders party to the agreement.

The senior credit facilities under the Amended Credit Facility
include:

   * an amortizing term loan A facility in an initial aggregate
     principal amount of $150.0 million;

   * an amortizing term loan B facility in an initial aggregate
     principal amount of $565.0 million; and

   * a $300.0 million revolving credit facility with a sub-limit
     for multi-currency loans and letters of credit.

Letters of credit will reduce availability for borrowings under
the revolving credit facility.  The revolving credit facility
terminates on May 24, 2012, the term loan A facility matures on
May 24, 2012 and the term loan B facility matures on May 24, 2014.
Term loan B borrowings under the Amended Credit Facility bear
interest, at the company's option, at LIBOR plus 175 basis points,
or an alternate base rate plus 75 basis points.  The applicable
margin for term loan A borrowings and revolving credit borrowings
are subject to adjustments based on the leverage ratio, which
measures the ratio of consolidated total debt to consolidated
EBITDA of the Company and its subsidiaries.  The initial
applicable margin is LIBOR plus 150 basis points, or the alternate
base rate plus 50 basis points.

The company will also pay a commitment fee on the unused portion
of the revolving credit facility.  This fee is payable quarterly
in arrears and upon the maturity or termination of the revolving
credit facility.  The fee is subject to adjustment based on the
leverage ratio.  The initial fee is 0.375%.

The company is required to repay:

   (1) the term loan A facility in 11 consecutive quarterly
       installments equal to $3,750,000 on the last business day
       of each March, June, September and December, commencing in
       September 2009, with the remaining amount payable on the
       maturity date of the term loan A facility; and

  (2) the term loan B facility in 27 consecutive quarterly
      installments equal to $1,412,500 on the last business day of
      each March, June, September and December, commencing in
      September 2007, with the remaining amount payable on the
      maturity date of the term loan B facility.

The senior credit facilities are subject to mandatory prepayment
with the net cash proceeds of the sale or other disposition of any
property or assets of the company and its subsidiaries, subject to
permitted reinvestments and other specified exceptions.  All
mandatory prepayment amounts are applied to the prepayment of the
term loans pro rata between the term loan A facility and the term
loan B facility to reduce the remaining amortization payments of
each term loan facility.

All of the company's material direct and indirect domestic
restricted subsidiaries, and all of the company's subsidiaries
that guarantee the Notes, are guarantors of the Amended Credit
Facility.

The company's obligations under the Amended Credit Facility are
secured by:

   -- a first priority perfected lien on substantially all of the
      existing and after-acquired personal property of the Company
      and each guarantor, a pledge of all of the stock or
      membership interest of all of the company's existing or
      future domestic restricted subsidiaries (including of each
      guarantor), a pledge of no more than 65% of the voting stock
      of any first-tier foreign restricted subsidiary held by the
      company or a guarantor and a pledge of all intercompany
      indebtedness in favor of the company or any guarantor;

   -- first-priority perfected liens on all of the Company and the
      guarantors' material existing and after-acquired real
      property fee interests, subject to customary permitted liens
     described in the Amended Credit Facility; and

   -- a negative pledge on all of the Company and its restricted
      subsidiaries' assets, including our Intellectual property.

The senior credit facilities contain customary negative covenants
and restrictions on the company's ability to engage in specified
activities and contain financial covenants requiring the company
to maintain (a) a specified consolidated leverage ratio of not
more than 5.25 to 1.00 and decreasing over time and (b) an
interest charge coverage ratio of not less than 2.50 to 1.00.
Borrowings under the revolving credit facility are subject to
significant conditions, including compliance with the financial
ratios included in the Amended Credit Facility and the absence of
any material adverse change.

A copy of the Amended and Restated Credit Agreement is available
for free at http://researcharchives.com/t/s?2075

                   About Mueller Water Products

Based in Atlanta, Georgia Mueller Water Products Inc. (NYSE: MWA,
MWA.B) -- http://www.muellerwaterproducts.com/-- is a North
American manufacturer and marketer of infrastructure and flow
control products for use in water distribution networks and
treatment facilities.  Its product portfolio includes engineered
valves, hydrants, pipefittings and ductile iron pipe, which are
used by municipalities, well as the commercial and residential
construction, oil and gas, HVAC and fire protection industries.
The company is comprised of three main operating segments: Mueller
Co., U.S. Pipe and Anvil.  The company employs approximately 7,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service assigned Ba3 ratings to various tranches
of Mueller Water Products Inc.'s proposed $1.09 billion senior
secured credit facility and a B3 rating to the company's proposed
$350 million of senior subordinated notes.  Mueller's corporate
family rating was affirmed at B1.


MUZAK HOLDINGS: Moody's Holds Ratings & Says Outlook is Developing
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Muzak Holdings,
LLC and those of Muzak's wholly-owned subsidiary, Muzak LLC and
changed the outlook to developing from negative.

The change in outlook follows the company's recent announcement
that it is considering a future consolidation or combination with
DMX, Inc., a major competitor of Muzak.  The combination would be
contingent on a sale of the combined entity to an as yet
unidentified third party buyer following clearance by federal
regulators.  The companies have submitted a Hart-Scott-Rodino
filing seeking clearance for such a transaction with the
Department of Justice.  Until a final determination by the DOJ is
made, a buyer for the combined entities and a financing structure
identified, the companies will each continue to operate as
independent entities.  Muzak has incurred costs of approximately
$0.8 million in fees associated with this potential merger which
have been incurred through the end of the first quarter.

Moody's acknowledges the improved financial profile of the company
over the last several quarters, the lower customer churn rate and
the successful renegotiation of the company's senior secured term
loan (not rated by Moody's) that has resulted in lower pricing and
an extension of the underlying maturity of the facility to January
2009.  In view of the preliminary nature of the merger with DMX
that is under consideration, the forthcoming sales process
together with the pending DOJ approval, there is considerable
uncertainty with respect to whether the merger will in fact
proceed.  The directionality of the rating outlook is therefore
uncertain at this time.

Ratings affirmed:

   * Muzak LLC:

     -- $220 million, 10.0% senior unsecured notes due 2009,
        rated Caa1 (LGD3, 45%);

     -- $115 million 9.875% senior subordinated notes due 2009,
        rated Caa3 (LGD5, 86%);

Ratings affirmed with a developing outlook:

   * Muzak Holdings, LLC (Muzak LLC's direct parent):

     -- 13% senior discount notes due 2010, rated Caa3 (LGD6,
        96%);

     -- Corporate Family Rating, rated Caa1;

     -- Probability of Default Rating, rated Caa1;

The ratings outlook is changed to developing from negative.

Muzak Holdings, LLC provides business music programming to clients
through its integrated national network of owned operations and
franchises.  Revenue for the 12 months ended March 31, 2007 was
approximately $251 million.


NATIONAL CINEMEDIA: March 29 Balance Sheet Upside-Down by $584MM
----------------------------------------------------------------
National CineMedia Inc. had total stockholders' deficit of
$584.8 million, from total assets of $400.6 million and total
liabilities of $985.4 million as of March 29, 2007.

Total revenue for the first quarter 2007 pre-initial public
offering period was $23.6 million and $32.4 million for the post-
IPO period, compared to $27.4 million in the entire first quarter
of 2006.

Total advertising revenue for the first quarter 2007 pre-IPO
period was $20.6 million and $29 million for the post-IPO period,
compared to $23.1 million in the entire first quarter of 2006.
The year-over-year quarterly increase in advertising revenue was
driven by an increase in inventory utilization or sell-thru and
national cost per thousand, initiation of payments associated with
founding member beverage agreements, the conversion of founding
member legacy contracts to NCM LLC contracts, and a 17.1% increase
in the average number of theatre screens included in the NCM LLC
network.  National advertising inventory sell-thru was 66.2%
compared to 46.7% in the first quarter of 2006 and average
national advertising CPMs increased 6.8% from the first quarter
2006.

Net loss for the first quarter 2007 pre-IPO was $4.2 million and
net income for the post-IPO period was $1 million, compared to a
net loss of $9.4 million in the entire first quarter of 2006.

                  Liquidity and Capital Resources

The company's primary sources of liquidity and capital resources
are cash flows generated by its operating subsidiary, NCM LLC, and
availability of up to $80 million under NCM LLC's senior secured
revolving credit facility entered into in February 2007.  The
amount outstanding as of March 29, 2007, and May 2, 2007, on the
company's revolving credit facility was $51 million and
$26 million, respectively.

The available cash distribution for the 2007 post-IPO period was
about $9.7 million, of which $4.4 million was the company's
portion.

Capital expenditures for the 2007 post-IPO period were
$1.1 million, while capital expenditures were $600,000 for the
2007 pre-IPO period and $1.3 million for the quarter ended
March 30, 2006.

Commenting on the company's 2006 results, chairman and chief
executive officer Kurt Hall said, "I am very proud of our
management group and staff as we were able to successfully
complete our IPO, while at the same time exceeding our first
quarter internal revenue and EBITDA growth targets.  Our continued
focus on building market demand for the cinema medium and
establishing new client relationships paid-off as we increased our
national advertising sell-thru during the usually slow first
quarter period, while also increasing national CPMs.  We also made
great progress expanding our meeting and events business with
revenue up by over 120% over the first quarter of 2006."

Mr. Hall concluded by saying, "We remain optimistic about the
remainder of the year and the future of the cinema advertising
medium.  We continue to expand and strengthen our theatre network
and marketers continue to move media budgets to new more effective
mediums, such as NCM's."

                     Initial Public Offering

The company completed its IPO of stock and NCM LLC completed its
debt financing on Feb. 13, 2007, and thus these historical results
for the current quarter are divided into two periods, pre-IPO from
Dec. 29, 2006 thru Feb. 12, 2007 for its predecessor NCM LLC, and
post-IPO from Feb. 13, 2007, thru March 29, 2007, for its
consolidated results after acquisition of its interest in NCM LLC.
The pre-IPO results do not reflect the agreements and transactions
associated with the IPO and debt financing.

                     About National CineMedia

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


NEUROCHEM INC: March 31 Balance Sheet Upside-Down by CDN$25.2MM
---------------------------------------------------------------
Neurochem Inc.'s balance sheet showed total assets of
CDN$61,096,000, total liabilities of CDN$85,670,000, and total
shareholders' deficiency of CDN$25,296,000 as of March 31, 2007.

The company reported a net loss of CDN$24,618,000 for the quarter
ended March 31, 2007, compared to CDN$17,134,000 for the same
period the previous year.  The increase is primarily due to
research and development expenses which amounted to CDN$19,712,000
this quarter, compared to CDN$13,726,000 for the same period the
previous year, relating to the development of tramiprosate,
ALZHEMED(TM), for the ongoing Phase III clinical trial in Europe
and the North American open-label extension of the Phase III
study, as well as a conduct of a QT cardiac status Phase I study.
Tramiprosate, ALZHEMED(TM), is the company's investigational
product candidate for the treatment of Alzheimer's disease (AD).
For the quarter and year ended March 31, 2007, R&D expenses also
included costs incurred to support the North American Phase III
clinical trial for tramiprosate ALZHEMED(TM), the ongoing open-
label extension of the eprodisate, KIACTA(TM),  Phase II/III
study, as well as ongoing drug discovery programs.

As at March 31, 2007, the company had available cash, cash
equivalents and marketable securities of CDN$35,470,000, compared
to CDN$56,821,000 on Dec. 31, 2006.  The decrease is primarily due
to funds used in operating activities.

On May 2, 2007, Neurochem entered into a private placement of
US$80,000,000 aggregate principal amount of convertible notes,
consisting of US$40,000,000 of 6% senior convertible notes due in
2027 and US$40,000,000 of 5% senior subordinated convertible notes
due in 2012.  The latter shall be subject to mandatory conversion
into common shares of Neurochem within 5 days of the effectiveness
of a registration statement registering the underlying securities.
In connection with this transaction, Neurochem issued warrants to
purchase an aggregate of 2,250,645 common shares of Neurochem
until May 2, 2012.

                       Neurochem and Immtech Case

In January 2007, the litigation between Neurochem and Immtech
Pharmaceuticals Inc., formerly known as Immtech International
Inc., came to a conclusion when Immtech, the University of North
Carolina at Chapel Hill, and Georgia State University Research
Foundation Inc. filed with the Federal District Court for the
Southern District of New York, U.S.A. a Notice of Voluntary
Dismissal.  The plaintiffs voluntarily dismissed their complaint
against Neurochem without any payment, license, business
agreement, concession or compromise by Neurochem.  The dispute
concerned an agreement entered into between Immtech and Neurochem
in April 2002 under which Neurochem had the right to apply its
proprietary anti-amyloid technology to test certain compounds to
be provided by Immtech.

                        About Neurochem Inc.

Neurochem Inc. -- http://www.neurochem.com/ -- develops and
commercializes innovative therapeutics to address critical unmet
medical needs.  Eprodisate (KIACTA(TM)) is currently being
developed for the treatment of Amyloid A (AA) amyloidosis, and is
under regulatory review for marketing approval by the United
States Food and Drug Administration and European Medicines Agency.
Tramiprosate (ALZHEMED(TM)), for the treatment of Alzheimer's
disease, has completed a Phase III clinical trial in North America
and is currently in a Phase III clinical trial in Europe, while
tramiprosate (CEREBRIL(TM)), for the prevention of Hemorrhagic
Stroke caused by Cerebral Amyloid Angiopathy, has completed a
Phase IIa clinical trial.


NEW YORK RACING: Court Okays Kroll Zolfo as Financial Advisor
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave The New York Racing Association Inc. permission
to employ Kroll Zolfo Cooper LLC, as its consultant and special
financial advisor, nunc pro tunc March 30, 2007.

The firm is expected to:

   a. advise and assist the Debtor in forecasting, planning,
      controlling and other aspects of managing cash, and, if
      necessary, obtaining additional debtor in possession and
      exit financing;

   b. advise the Debtor in interfacing with the Creditors'
      Committee, regulators, other constituencies and its
      professionals, including the preparation of financial
      and operating information required by the parties and
      the Bankruptcy Court;

   c. advise the Debtor with respect to resolving claim
      disputes and otherwise managing the claims process;

   d. advise and assist the Debtor in developing and
      negotiating a Chapter 11 plan with the various creditor
      and other constituencies;

   e. render expert testimony, as requested, concerning the
      feasibility of a chapter 11 plan and other matters that
      may arise in the case; and

   f. provide other services as may be required by the Debtor.

The firm's professional billing rates are:

     Designation                Hourly Rate
     -----------                -----------
     Managing Directors         $635 - $760
     Professional Staff         $125 - $630
     Support Personnel           $50 - $225

Scott W. Winn, a managing director of the firm, assures the
Court that he does not hold any interest adverse to the Debtor's
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Winn can be reached at:

     Scott W. Winn
     Kroll Zolfo Cooper LLC
     900 Third Avenue, 6th Floor
     New York, NY 10022
     Tel: (212) 561-4000
     Fax: (212) 213-1749
     http://www.krollzolfocooper.com/

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks
in Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq.,
at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NEW YORK RACING: Court Okays Whiteman Osterman as Special Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave The New York Racing Association Inc. permission
to employ Whiteman Osterman & Hanna LLP as its special counsel.

The firm is expected to perform necessary legal service to the
Debtor.

The Debtor tells the Court that the firm charges the Debtor
$119,162 for this engagement.  Debtor said that the fees will
be paid in equal monthly installments.

William Y. Crowell, III, Esq., a partner of Whiteman Osterman,
assures the Court that he does not hold any interest adverse
to the Debtor's estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Crowell can be reached at:

     William Y. Crowell, III, Esq.
     Whiteman Osterman & Hanna LLP
     One Commerce Plaza
     Albany, New York 12260
     Tel: (518) 487-7600
     Fax: (518) 487-7777
     http://www.woh.com/

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed
a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y.
Case No. 06-12618)  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges LLP represents the Debtor in its restructuring efforts.
Edward M. Fox, Esq., Eric T. Moser, Esq., Jeffrey N. Rich, Esq.,
at Kirkpatrick & Lockhart Preston Gates Ellis LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
protection from its creditors, it listed more than $100 million in
total assets and total debts.


NORTHWEST AIRLINES: Emerges from Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Thirteen Northwest Airlines (NYSE:NWA) employees rang the opening
bell today on the New York Stock Exchange (NYSE), signaling the
completion of the airline's restructuring process as well as its
recommitment to customers and employees.

The thirteen employees, representing the company's various work
groups, are recipients of the President's Award, the highest honor
bestowed on a Northwest Airlines employee. Nominated by their
peers, the President's Award winners were recognized for their
ongoing dedication to Northwest and its customers.

Assisting the employees on the NYSE bell podium was Doug
Steenland, Northwest Airlines president and chief executive
officer. After ringing the opening bell, the Northwest CEO made
the first "buy" of new "NWA" common stock.

"[Yester]day [wa]s a landmark day in the 81 year history of
Northwest Airlines.  We have successfully repositioned the company
as a stronger, globally-focused airline with a great route
network, a revitalized fleet, a competitive cost structure and a
recapitalized balance sheet," Mr. Steenland said.

"Going forward, we intend to build on our core assets and increase
our focus on our customers and employees."

Discussing the airline's fleet, Mr. Steenland said, "We are
continuing to spend more than $6 billion to renew our fleet.  Our
international fleet now features the Airbus A330, which replaced
the DC10 on European and Asian routes. We are proud to be the
first North American carrier to operate the new Boeing 787, which
we plan to place into commercial service in the fall of 2008."

"Domestically, we will be introducing the first of 72, dual-class
regional jetliners to our customers next week.  These new, fuel-
efficient jets, which will be flown by Northwest subsidiaries
Compass Airlines and Mesaba Airlines, allow us to offer first
class seating to more customers while permitting Northwest to open
up new routes that were not feasible to operate with larger
aircraft."

Discussing the airline's route network, the Northwest CEO added,
"While Northwest has one of the largest U.S., Canadian and Asia
Pacific route networks, we continue to expand our reach through
our joint venture partnership with KLM Royal Dutch Airlines and
the SkyTeam alliance.  In addition, our domestic marketing
agreements with Alaska Airlines, Continental and Delta allow us to
offer unparalleled schedule convenience to our customers."

"One of our key focus areas is the continual improvement of our
customers' travel experiences. We plan to spend at least $50
million during the year on product enhancements that we believe
our customers will value."

Mr. Steenland added, "We believe the work that was accomplished
during our restructuring: achieve a competitive cost structure,
develop a more efficient business model and recapitalize our
balance sheet will clearly benefit our shareowners.  We believe
that we have a viable business plan that will continue to deliver
profits in the future."

Discussing employees, the company's most important asset, Mr.
Steenland added, "The past 20 months of restructuring, with all
the change that the restructuring process entailed, has certainly
been difficult for our employees.  However, over the past year and
a half, NWA's employees have continued to deliver excellent
service to our customers.  Without the assistance of our
employees, we could not have completed our restructuring in near-
record time."

"Because of their involvement, I am pleased that our employees are
already realizing financial benefit in the forms of unsecured
claims and profit sharing.  In total, we hope to be able to share
with employees some $1.6 billion through unsecured claims and
profit sharing payments through 2010."

                        Restructuring

On May 18, Northwest completed its restructuring process when
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York signed the order confirming
Northwest's Plan of Reorganization.  On May 9, Northwest had
announced that 98.4% of the dollar amount of claims that voted and
96.9% of the airline's creditors who voted, approved the Northwest
Plan.

In preparation for its emergence, the company had announced a new
board of directors and it was approved to trade its new common
stock on the New York Stock Exchange under the ticker symbol
"NWA."

Trading on the NYSE commenced May 21, on a "when issued" basis
(Ticker Symbol: NWA WI).  The company began "regular way" trading
on May 31, 2007.  Northwest emerged from Chapter 11 protection
Thursday after meeting the closing conditions of the Plan and
receiving the proceeds from its $750 million new equity rights
offering.

In accordance with Northwest's prior announcements, and as
required by the Plan of Reorganization approved by the Bankruptcy
Court, the outstanding common stock traded under the ticker symbol
NWACQ.PK, and the preferred stock of the company has been
cancelled for no consideration, and, therefore, the company's
former stockholders no longer have any interest as stockholders in
the company.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan will took effect May
31, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services expects to assign its 'B+'
corporate credit rating to Northwest Airlines Corp. and subsidiary
Northwest Airlines Inc. (both rated 'D') upon their emergence from
bankruptcy on May 31, 2007.


NORTHWEST AIRLINES: Celebrates Listing on NYSE
----------------------------------------------
Northwest Airlines Corporation yesterday rang The Opening Bell(SM)
at the New York Stock Exchange, a subsidiary of NYSE Euronext
(NYSE: NYX), to celebrate the company's listing on the NYSE and
emergence from bankruptcy.

"We extend a warm welcome to Northwest Airlines Corporation as it
joins our family of NYSE-listed companies," said NYSE Euronext CEO
and Director John A. Thain.  "We look forward to a strong and
lasting partnership with the company and to providing them with
the superior market quality and unsurpassed brand visibility of
the New York Stock Exchange."

Northwest Airlines, one of the world's largest airlines with a
market cap of $7.1 billion, began regular-way trading Thursday on
the NYSE under the ticker symbol "NWA."

Northwest Airlines joins other NYSE-listed companies in the
airline sector including Delta Air Lines (NYSE: DAL) which
celebrated its re-listing on May 3 after successfully emerging
from bankruptcy.

Other NYSE-listed airline companies include Southwest Airlines Co.
(NYSE: LUV) with a market cap of $12 billion and Air France KLM
(NYSE: AKH) with a market cap of $11.5 billion.  This brings the
total number of airlines companies listed on the NYSE to 16 with a
total market cap of over $66 billion.

"Northwest Airlines is pleased to be trading once again on the
NYSE," said Doug Steenland, Northwest Airlines President and Chief
Executive Officer.  "It is appropriate that we trade in the market
under the ticker symbol "NWA" which is the well-known symbol for
Northwest Airlines which our customers see on our aircraft, at the
airport, on our web site, and now investors will recognize it as
it crosses the ticker tape at the New York Stock Exchange."

                      About NYSE Euronext

NYSE Euronext, a holding company created by the combination of
NYSE Group, Inc. and Euronext N.V., commenced trading on April 4,
2007.  NYSE Euronext (NYSE Euronext: NYX) operates the world's
largest and most liquid exchange group and offers the most diverse
array of financial products and services.  NYSE Euronext, which
brings together six cash equities exchanges in five countries and
six derivatives exchanges in six countries, is a world leader for
listings, trading in cash equities, equity and interest rate
derivatives, bonds and the distribution of market data.
Representing a combined $28.5 trillion/EUR21.5 trillion total
market capitalization of listed companies and average daily
trading value of approximately $123.4 billion/EUR92.4 billion (as
of March 31, 2007), NYSE Euronext seeks to provide the highest
standards of market quality and integrity, innovative products and
services to investors, issuers, and all users of its markets.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan will took effect May
31, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services expects to assign its 'B+'
corporate credit rating to Northwest Airlines Corp. and subsidiary
Northwest Airlines Inc. (both rated 'D') upon their emergence from
bankruptcy on May 31, 2007.


NOVELL INC: Posts $2.1 Million Net Loss in Quarter Ended April 30
-----------------------------------------------------------------
Novell, Inc. disclosed financial results for its second fiscal
quarter ended April 30, 2007.

The company reported a net loss of $2.1 million for the quarter
ended April 30, 2007, compared to a net income of $3.3 million for
the same period in 2006.

For the quarter, Novell reported net revenue of $239 million,
compared to net revenue of $233 million for the second fiscal
quarter 2006.  The loss available to common stockholders from
continuing operations in the second fiscal quarter 2007 was
$110,000.  This compares to income available to common
stockholders from continuing operations of $2 million for the
second fiscal quarter 2006.  Foreign currency exchange rates
favorably impacted total revenue by approximately $4 million and
negatively impacted net income by $2 million year-over-year.

"We were pleased with the overall results this quarter.  We saw
continued strength in our Linux business, improvement in our
Identity business and better-than-expected results in Workgroup,"
Ron Hovsepian, President and CEO of Novell, said.  "Additionally,
we benefited from the impact of cost control measures.  While
there remains a lot of work ahead of us, our business is moving in
the right direction and we believe we are on track to achieve our
fiscal 2007 exit rate operating margin target."

At April 30, 2007, the company's balance sheet showed total assets
of $2.7 billion and total liabilities of $1.5 billion, resulting
in a stockholders' equity of $1.1 billion.

Cash, cash equivalents and short-term investments were
$1.8 billion at April 30, 2007, consistent with last quarter.
Days sales outstanding in accounts receivable was 64 days at the
end of the second fiscal quarter 2007, down from 66 days in the
year ago quarter.  Total deferred revenue was $700 million at the
end of the second fiscal quarter 2007, up $354 million, or 102%,
from the prior year.  Cash flow from operations was a negative $29
million for the second fiscal quarter 2007, compared to a negative
$24 million in the second fiscal quarter 2006.

                          About Novell

Headquartered in Waltham, Massachusetts, Novell, Inc. (Nasdaq:
NOVL) -- http://www.novell.com/-- delivers infrastructure
software for the Open Enterprise based on Linux.  With more than
50,000 customers in 43 countries, Novell helps customers manage,
simplify, secure and integrate their technology environments by
leveraging best-of-breed, open standards-based software.

Novell has sales offices in Argentina, Brazil and Colombia.

                          *     *     *

Novell Inc.'s subordinated debt carries Moody's Investors
Service's B1 rating.


NPC INTERNATIONAL: Debt Reduction Prompts S&P to Hold B+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured ratings on NPC International Inc., along
with the subordinated debt rating of 'B-'.

At the same time, S&P raised the recovery rating on the NPC's
senior secured credit facility to '2' from '3', indicating the
expectation for substantial (80%-100%) recovery of principal in
the event of default.  The change reflects a reduction on the
balance of its $300 million term loan to $250 million, and
thereby affording holders better recovery prospects.

The ratings on the Overland Park, Kansas-based NPC reflect the
company's participation in the highly competitive pizza sector of
the restaurant industry, vulnerability to cost increases, recent
declines in operating performance, and a significantly leveraged
capital structure.  NPC is the largest Pizza Hut Inc. (a unit of
Yum! Brands Inc.) franchisee in the U.S., with 872 units in 24
states as of March 27, 2007, which represents 13% of all
domestic Pizza Hut locations.  The restaurants are primarily in
the Midwest, South, and Southeast in rural communities and
therefore have limited competition.

"If leverage increases because of an acquisition or if EBITDA is
negatively affected by rising costs, we could lower the ratings,"
said Standard & Poor's credit analyst Charles Pinson-Rose.


PINNACLE ENTERTAINMENT: Fitch Puts B- Rating on $350 Million Notes
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-/(Recovery Rating) RR5'
to Pinnacle Entertainment's $350 million senior subordinated notes
due 2015.  Pinnacle's credit ratings are:

     -- Issuer Default Rating 'B';
     -- Bank facility 'BB/RR1';
     -- Senior Subordinated notes 'B-/RR5'

The Rating Outlook is Stable.

Pinnacle's 'B' IDR benefits from solid current credit metrics for
the rating category, one of the strongest growth pipelines in the
industry, which will meaningfully increase diversification, and a
demonstrated willingness to issue equity to help fund its
development plans.  Primary credit concerns include an expected
increase in leverage during its expansion and acquisition/event
risk, particularly with respect to a Las Vegas opportunity.  Based
on Fitch's estimate of recovery in the event of default,
Pinnacle's credit facility is revised upward to 'BB' while its sub
notes are revised down 1 to 'B-'.

The 2015 notes will rank equally with $436 million of Pinnacle's
other senior subordinated debt including its 8.25% senior sub
notes due 2012 ($303 million outstanding) and 8.75% senior sub
notes due 2013 ($133 million outstanding).

Pinnacle will use the proceeds to term out $275 million of its
existing term loan in its credit facility and to help fund its
current projects. In addition to the $275 million term loan, its
$1 billion credit facility consists of a $625 million revolver
($18 million drawn as of March 31, 2007) and a $100 million
undrawn delayed-draw term loan (expires July 2, 2007).

                     Pro-forma Credit Metrics

Fitch calculates total debt and cash pro forma for this offering
as of the end of Q1 2007 are $789 million and $508 million,
respectively, thus pro forma net debt is only $281 million.  Based
on Latest 12 Months adjusted EBITDA of $186.8 million: Pro forma
LTM debt/EBITDA is 4.2 times, but pro forma LTM net debt/EBITDA is
only 1.5x. Pro forma LTM EBITDA/gross interest expense coverage
could be in the 2.6x range; however, PNK's coverage could dip
below 2x with additional debt incurred to fund near-term capital
expenditures for its expansions and St. Louis projects.

               Larger Permitted Indebtedness Bucket

The 2015 notes include a much larger permitted indebtedness bucket
than Pinnacle's existing debt to allow for funding of Pinnacle's
strong growth pipeline.  The 2015 notes allow for the greater of
$1.5 billion in senior debt or 2.5x Consolidated EBITDA.  The
company's existing debt allows for senior indebtedness of $350
million in its most restrictive indenture (the 8.75% notes due
2013) and for $475 million of senior indebtedness in its other
indenture (the 8.25% notes due 2012).  In addition to those
permitted indebtedness buckets, the indentures allow for
additional indebtedness related to debt refinancing and additional
indebtedness based on a 2.0x coverage test.

Since the coverage ratio may go below 2.0x and given the senior
debt restrictions in the existing sub notes, Pinnacle's ability to
tap the full $725 million available under its credit facility
could be limited. However, the company should be able to fund
near-term capital expenditures from its cash balance and available
credit to complete Lumiere Place in St. Louis, which is expected
to open in Q4 2007. Pinnacle has minimal maturities prior to 2010
and will need to secure additional financing to fund its project
pipeline, which is expected to cost more than $3 billion.

               Atlantic City Becomes a Guarantor

Pinnacle's Atlantic City site, which was not previously a
guarantor of its existing debt, will become a guarantor of these
notes as well as Pinnacle's existing debt.  The AC site was placed
in an unrestricted subsidiary due to claims on the assets from
previous bankruptcy proceedings that have since been resolved.
Pinnacle's primary subsidiaries that are currently unrestricted or
non-guarantors include its international subsidiaries, President
Casino in Missouri, and its St. Louis condo subsidiaries.

             Potential Drivers of Changes to Ratings

Pinnacle's ratings could improve as the development pipeline
unfolds, since it will significantly increase the company's
diversification. Pinnacle's three Louisiana properties accounted
for 76% of the company's Adjusted Property EBITDA in 2006.  That
concentration is expected to drop meaningfully in the next six to
18 months as Pinnacle enters the St. Louis market with large-scale
developments, and as the New Orleans market continues to moderate
relative to elevated operating levels in 2006 due to reduced
competition from hurricanes in 2005. Pinnacle's ratings would also
likely benefit from additional equity issuance to help fund
development plans.  Pinnacle raised $353 million in net proceeds
from an equity issuance in Q1 2007, which is the fourth time since
the beginning of 2004 that Pinnacle has issued equity.

Fitch believes that Pinnacle's event/acquisition risk remains
high, particularly given MGM MIRAGE's potential to restructure,
which could increase the availability of certain Las Vegas Strip
assets.  Although Fitch believes that Pinnacle would prefer to
build rather than buy in order to enter the Las Vegas market,
recent LV Strip land transactions close to $35 million per acre
indicate that the cost of LV Strip land continues to escalate,
which could make buying an existing property a more viable option.

The 2015 notes are scheduled to price on June 5, 2007, and also
include these features:

     -- a change of control put at 101;
     -- a 35% equity clawback option through 2010;
     -- the notes are callable at a premium through 2013, then
callable
        at par.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana and Argentina, owns a hotel in
Missouri, receives lease income from two card club casinos in the
Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has
significant insurance claims related to a hurricane-damaged casino
previously operated in Biloxi, Mississippi.  Pinnacle opened a
major casino resort in Lake Charles, Louisiana in May 2005 and a
new replacement casino in Neuquen, Argentina in July 2005.


PUIG INC: Case Summary & 197 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Puig, Inc.
        6060 West 21st Court, Unit 606
        Hialeah, FL 33016

Bankruptcy Case No.: 07-14026

Debtor affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Puig Development Corporation               07-14027
        JEP Investments, L.L.C.                    07-14029
        Park View @ Palm Beach, L.L.C.             07-14030
        Sonoma Park, L.L.C.                        07-14031
        Summerlin at Winter Park, L.L.C.           07-14032
        Venetia Country Club, L.L.C.               07-14033
        Arbor Heights, L.L.C.                      07-14034
        The Residences at Whispering Pines,        07-14035
        L.L.C.
        The Laurels at Sherwood, L.L.C.            07-14036
        Silverado Park, L.L.C.                     07-14038
        Sunset Pointe at Ft. Myers, L.L.C.         07-14039

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

Chapter 11 Petition Date: May 29, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtors' Counsel: Jordi Guso, Esq.
                  Berger Singerman, P.A.
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, FL 33131
                  Tel: (305) 755-9500

                                Total Assets       Total Debts
                                ------------       -----------
Puig, Inc.                      Less than         $1 Million to
                                $10,000           $100 Million

Puig Development Corporation    Less than         $1 Million to
                                $10,000           $100 Million

JEP Investments, L.L.C.         $1 Million to     $1 Million to
                                $100 Million      $100 Million

Park View @ Palm Beach,         $1 Million to     $1 Million to
L.L.C.                          $100 Million      $100 Million

Sonoma Park, L.L.C.             $100,000 to       $100,000 to
                                $100 Million      $100 Million

Summerlin at Winter Park,       Less than         $1 Million to
L.L.C.                          $10,000           $100 Million

Venetia Country Club, L.L.C.    $1 Million to     $1 Million to
                                $100 Million      $100 Million

Arbor Heights, L.L.C.           $100,000 to       $100,000 to
                                $100 Million      $100 Million

The Residences at               $1 Million to     $1 Million to
Whispering Pines, L.L.C.        $100 Million      $100 Million

The Laurels at Sherwood,        $1 Million to     $1 Million to
L.L.C.                          $100 Million      $100 Million

Silverado Park, L.L.C.          $1 Million to     $1 Million to
                                $100 Million      $100 Million

Sunset Pointe at Fort           $1 Million to     $1 Million to
Myers, L.L.C.                   $100 Million      $100 Million

A. Puig Inc's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Dajo Investments, L.L.C.                            $5,973,000
9700 Northwest 17th Street
Miami, FL

Sugar Tree Investors,                               $2,755,000
L.L.C.
1320 South Dixie Highway,
Suite 781
Miami, FL

Jerry Marc Palm View,                               $2,000,000
L.L.C.
2843 South Bayshore Drive,
Suite 12 F
Miami, FL

Coral Club Investors,                               $1,435,000
L.L.C.
1320 South Dixie Highway,
Suite 781
Miami, FL 33156

Micar Investments                                   $1,000,000
473 Sunset Drive
Hallandale, FL 33009

Darin & Michelle Avick                              $1,000,000
189 Montclair Drive
Weston, FL 33326

R.J.L. Prestige Consulting,                           $500,000
L.L.C.
109 Northeast 12th Avenue
Fort Lauderdale, FL 33301

Raul and Milagros Arias                               $300,000
8322 Dundee Terrace
Hialeah, FL 33016

Paola Padovan                                         $250,000
696 Frenwood Road
Key Biscayne, FL 33149

Maria Rodriguez                                       $200,000

The Grand Pianist, L.L.C.                             $190,000

Estaban S. Somoano                                    $175,000

Moshe Stern                                           $150,000

Jesus Albanez and                                     $150,000
Dorothy Donatelli

Total Cool Air                                        $137,750
Conditioning and
Refrigeration

Juan F. Sootolongo                                    $125,000

Triple Rosenbaum                                      $100,000
Investments, L.L.C.

Robert Novigrod                                       $100,000

My Footy Investments,                                 $100,000
L.L.C.

Moshe & Esther Stern                                  $100,000

B. Puig Development Corporation's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Milton's Siding                                       $259,688
2200 Holiday Drive
Raleigh, NC 27610

Coldwell Banker                                       $180,933
Residential Real Estate
8240 Mills Drive
Miami, FL 33183

West Coast Master                                     $169,867
Painters
3608 West Euclid Avenue
Tampa, FL 33629

Creative Mindworks                                    $167,781

Pathman Lewis, L.L.P.                                 $138,347

Total Cool & Air                                      $137,750
Conditioning and
Refrigeration

Skinee Dip Pools &                                    $134,674
Renovations

Rainbow Kitchen Cabinets,                             $133,623
Inc.

Seagull Floors of Florida,                            $128,884
L.L.C.

The Home Depot Supply                                 $121,095

Sears Commercial One                                  $119,661

M.J. Roofing, Inc.                                    $112,700

Ana Reis                                              $106,828

Mc Connie Fence                                       $102,205

A.T.&L. Granite & Marble,                              $98,176
Inc.

Cuccina Oulin, Inc.                                    $78,339

Masterpiece Roofing                                    $66,016

A.A.A. Supply                                          $63,286

Alex Sprinkler, Inc.                                   $58,187

House of Floors                                        $57,169

C. JEP Investments, LLC's Four Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Iglesia Presbiteriana El                            $2,000,000
Redentor
6971 Red Bug Lake Road
Oviedo, FL 32765

S.&G. Financial Services                            $1,300,000
of South Florida
3800 Bird Avenue
Miami, FL 33134

Miami-Dade Tax Collector                               $24,776
140 West Flagler Street
Room 101
Miami, FL 33130

J.C.S. Consulting, Inc.                                unknown

D. Park View @ Palm Beach, LLC's Six Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Palm Beach County Tax                                  $10,103
Collector
P.O. Box 3353
West Palm Beach, FL
33416-4740

Jorge Perez                                             $2,950
2215 West 64 Street,
Suite 201
Miami, FL 33016

Juan Perez                                              $2,875
8185 Northwest 7,
Street Aparment 504
Miami, FL 33126

Alvarez & Mendoza, P.A.                                 $2,000

Quality Products                                          $412

Broward County Security Co.                               $150

E. Sonoma Park, LLC's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Seagull Floors of Florida,                             $50,968
L.L.C.
Department A.T. 952104
Atlanta, GA 31192-2104

Creative Mindworks                                     $45,216
14160 Northwest 77th
Court, Suite 11
Hialeah, FL 33016

Cuccina Oulin, Inc.                                    $37,783
3651 Northwest 79th Avenue
Tampa, FL 33619

Premium Assignment Corp.                               $32,398

Mc Connie Fence                                        $31,045

Florida Closet Design,                                 $29,600
Inc.

A.A.A. Supply                                          $24,218

A.&W. Coatings                                         $19,440

Skinee Dip Pools &                                     $18,853
Renovations

Garrity Decking                                        $17,872

Emerald Roofing                                        $17,500

U.S.A. Tile & Marble                                   $13,783

Sears Commercial One                                   $12,315

Miami Art of Stone, L.L.C.                             $11,646

Teco Tampa Electric                                    $11,538

Elliobe Granite                                        $11,404

Garden Lights Design                                   $10,887

Erealsoft Corp.                                         $8,880

D.M. Industries                                         $7,985

Brick Plaver Sealer                                     $7,459
Services

F. Summerlin at Winter Park, LLC's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
H.H.H. Savannah Fund,                               $2,600,000
L.L.C.
2206 West Atlantic
Avenue, Suite 201
Delray Beach, FL 33445

D.A.J.O. Investments,                               $1,320,000
L.L.C.
9700 Northwest 17 Street
Miami, FL

Premium Assignment Corp.                               $63,715
P.O. Box 3100
Tallahassee, FL 32315-3100

West Coast Master Painters                             $43,175

Cuccina Oulin, Inc.                                    $33,656

Rapco Supply                                           $24,617

Playgrounds Plus, Inc.                                 $16,827

Three B Marble & Granite                               $14,439

Elliobe Granite                                        $13,192

Sears Commercial One                                   $13,012

Creative Mindworks                                     $11,500

Ereal Interactive Media Corp.                          $11,300

Barefoot Flooring of Central                           $11,179
Florida, Inc.

Miami Art of Stone, L.L.C.                              $9,528

Florida Closet Design, Inc.                             $8,800

Portofino Flooring                                      $8,165

Erealsoft Corp.                                         $7,680

Depalmco Landscape, Inc.                                $5,250

Elias Souza                                             $4,900

Engage Technologies, Inc.                               $4,782

G. Venetia Country Club, LLC's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Coldwell Banker                                        $89,941
Residential
Real Estate
8240 Mills Drive
Miami, FL 33183

Premium Assignment                                     $54,487
Corporation
P.O. Box 3100
Tallahassee, FL
32315-3100

Diane Nelson                                           $37,320
Tax Collector
P.O. Box 10832
Clearwater, FL
33757-8832

Manolo's Carpentry                                     $26,300

HI-Tech Electric &                                     $23,750
Fire Corp.

Ultimate Pest & Termite                                $21,289
Control

Seagull Floors of                                      $14,380
Florida, L.L.C.

Rainbow Kitchen                                        $13,850
Cabinets

U.S.A. Tile & Marble                                   $13,484

Ana Reis                                                $7,986

Sears Commercial One                                    $5,465

Vision Concepts, Inc.                                   $4,612

A.T.&L. Granite & Marble, Inc.                          $4,418

The Home Depot Supply                                   $4,322

Miami Art of Stone, L.L.C.                              $2,402

Jorge Martinez                                          $2,280

Great American Business Products                        $1,700

Alberto Valdez                                          $1,400

A.A.A. Supply                                           $1,242

City of Largo                                             $892

H. Arbor Heights, LLC's 15 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
U.P.A.C.                                              $145,292
P.O. Box 212516
Kansas City, MO
64121-2516

A.T.&L. Granite & Marble                               $23,418
1779 Red Cedar, Suite 10
Fort Meyers, FL 33907

Sears Commercial One                                   $19,173
4740 121 Street
Urbandale, IA 50323

Seagull Floors of Florida,                             $18,550
L.L.C.

Pinellas County Tax                                    $10,284
Collector

Rainbow Kitchen Cabinets                                $9,850
Corp.

The Home Depot                                          $5,620

Vision Concepts                                         $4,612

Alberto Valdes                                          $3,858

A.A.A. Supply                                           $3,158

Depalmco Landscape, Inc.                                $2,457

Ana Reis                                                $1,592

Excelsior Defense, Inc.                                 $1,070

Quality Products                                          $546

Sunshine Skyway Ace                                        $12
Hardware

I. The Residences at Whispering Pines, LLC's 19 Largest Unsecured
Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
P.H. Property Fund                                  $3,550,000
Trident Trust Company
One Capital Place,
4th Floor
P.O. Box GT
Grand Cayman, Cayman, VI

Michael Richards                                    $1,000,000
11451 Katry Freeway
Suite 200
Houston, TX 77079

Big Idea Investments,                                 $338,096
Ltd.
1/F Willshire Park 12-14
McDonald Road Central
Hongkong

Honorable Doris Malloy                                $215,226

New South Systems, Inc.                                $28,640

Sears Commercial One                                   $20,645

M.G.M. Master Granite &                                $19,393
Marble

North Florida Contract                                 $15,453
Carpert, Inc.

Rainbow Kitchen Cabinets                               $15,100

Vision Concepts, Inc.                                   $7,209

Servpro                                                 $5,388

Carpet One                                              $3,896

A-1 Service, L.L.C.                                     $2,700

The Home Depot Supply                                     $996

Gyaca Advertising                                         $780

Pamela Smith                                              $750

Crowder                                                   $650

A.A.A. Window & Glass Repair                              $648

Quality Products                                          $588

J. The Laurels at Sherwood, LLC's 15 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Allen R. and Jill F.                                  $732,500
Greenwald
7301 Southwest 57th
Court, Suite 565
Miami, FL 33143

D.A.J.O. Investments,                                 $550,000
L.L.C.
9700 Northwest 17th
Street
Miami, FL

Creative Mindworks                                     $19,222
14160 Northwest 77th
Court, Suite 11
Miami Lakes, FL 33016

Palm Beach County Tax                                  $14,394
Collector

A.A.A. Supply                                          $10,476

B.&M. Mechanical Contractor                             $5,760

Alvarez & Mendoza, P.A.                                 $4,000

Sandra Rojas                                            $2,500

Quality Products                                        $1,484

Sears Commercial One                                      $938

Professional Gold Car                                     $841

Buckeye Plumbing                                          $618

Palm Beach County Water                                   $335
Utilities Dept.

Florida Power & Light                                     $210

Office Xpress Supply                                       $32

K. Silverado Park, LLC's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
North Florida Contract                                  $6,577
Carpet, Inc.
5032-1 Tennessee Capital
Boulevard
Tallahassee, FL 32303

Carpet One                                              $2,690
3333 Capital Circle
Northeast
Tallahassee, FL
32308

City of Tallahassee                                     $2,290
600 North Monroe
Street
Tallahassee, FL
32301-1262

The Home Depot Supply                                   $2,185

Swain Pools and Spas                                    $1,068

Brooks, Lebeuf, Bennett,                                $1,012
Foster & Gwarney

Gyaca Advertising                                         $780

Anna Rodebush                                             $600

Tony Kelley, Inc.                                         $575

Robert Ash                                                $500

Brandon Buchman/                                          $500
Thomas Graham

Brooks Air Systems,                                       $420
Inc.

Shirina Thurman                                           $400

Michael Quinn                                             $400

Mark Froelich/                                            $400
Jonathan Caro

Jeff Adams                                                $400

Duy Loc T. Hoang                                          $400

Deborah Asbey/                                            $400
Jerome Asbey

Bradley Bowling                                           $400

Bill Chalek                                               $400

L. Sunset Pointe at Fort Myers, LLC's Eight Largest Unsecured
Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Dajo Investments, L.L.C.                              $803,000
9700 Northwest 17th Street
Miami, FL

Allen R. Greenwald, Trustee                           $524,065
1320 South Dixie Highway,
Suite 781
Miami, FL 33134

Adolfo Perez                                           $35,000
10704 Southwest 59 Terrace
Miami, FL 33173

A.A.A. Supply                                           $1,391

Sears Commercial One                                      $955

Carlos A. Triay, P.A.                                     $950

Quality Products                                          $546

Florida Power & Light                                     $204


RELIANT ENERGY: S&P Rates Proposed $1.25 Billion Notes at B-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to the
proposed $1.25 billion senior unsecured notes at Reliant Energy
Inc. (B/Positive/B-2).  The proceeds of the notes, along with cash
on hand, will be used to pay down the $550 million senior secured
notes due 2010, the $550 million senior secured notes due 2013,
and the $400 million term loan B.

"The 'B-' rating is one notch below Reliant's corporate credit
rating of 'B', reflecting the notes' subordination to secured
debt, including the bank credit facilities," said Standard &
Poor's credit analyst Swami Venkataraman.  "These priority
obligations are between 15% and 30% of Reliant's total assets,
allowing the unsecured notes to be rated one notch below the
corporate credit rating."

The corporate credit rating on Reliant Energy Inc. reflects the
consolidated credit profiles of the company's retail electricity
supply operations, conducted through Reliant Energy Retail, and
wholesale electricity generation operations, conducted through
Reliant Energy Mid-Atlantic Power Holdings LLC and Orion Power
Holdings Inc.  These operations have been challenged in the past
few years, both from an operational and regulatory perspective.

Reliant's retail supply business serves about 1.9 million
primarily retail customers in Texas and contributed about 50% of
operating income during 2006.  About two-thirds of the customers
are in the Houston metropolitan area, which demonstrates
attractive demographic characteristics.  The primary challenge for
Reliant Energy's retail business is to consistently generate
sufficient gross margins while maintaining or expanding its
customer base.

The wholesale business contributed about 50% of operating income
during 2006, before accounting for the effect of historical
wholesale hedges.  Reliant's commercial capacity factor improved
to 85.1% in 2006 from 82.3% in 2005, with the largest improvement
coming from coal assets in Midwest Independent System Operator
region.  The commercial capacity factor is an indication of how
much the plants actually run when it is economical to do so.


ROGERS COMMUNICATIONS: Board Approves Annual Divided Increase
-------------------------------------------------------------
Rogers Communications Inc.' Board of Directors has approved an
increase in its annual dividend from CDN$0.16 to CDN$0.50 per
share effective immediately.

"This very significant increase in our annual dividend reflects
our Board of Directors' continued confidence in the strategies
that we have employed to position Rogers as a rapidly growing
and increasingly profitable communications company," said Edward
Rogers, President and CEO of Rogers Communications Inc.  "These
actions also recognize the importance of returning meaningful
portions of the growing cash flows being generated by our business
to our shareholders."

The Board has approved an increase in the annual dividend from
CDN$0.16 to CDN$0.50 per Class A Voting and Class B Non-Voting
share effective immediately.  The new quarterly dividend will
be CDN$0.125 per each outstanding Class B Non-Voting share and
Class A Voting share.  The quarterly dividends are only payable
as and when declared by the company's Board.

The Board declared the first quarterly dividend at the increased
rate of CDN$0.125 per share for each of the outstanding Class B
Non-Voting shares and Class A Voting shares.  The quarterly
dividend will be paid on July 3, 2007 to shareholders of record
on June 14, 2007.

"The significantly increased dividends, our implementation of cash
settlement for stock options and continued debt reductions combine
to provide for a balanced, tax efficient and shareholder friendly
allocation of a large portion of the free cash flows we expect
to generate this year," said Bill Linton, Chief Financial Officer
of Rogers Communications Inc.  "These initiatives, together with
the recently announced simplification of our legal entity
structure, result in a meaningfully delevered balance sheet, the
return of increasing amounts of free cash flow to shareholders, a
streamlined corporate structure and the flexibility to support
our continued rapid growth."

                     About Rogers Communications

Rogers Communications Inc. (NYSE: RG) -- http://www.rogers.com/--
operates as a communications and media company in Canada.   It
owns all of Rogers Cable Inc., a cable company, Rogers Wireless
Inc., wireless operator, and Rogers Media Inc., which owns radio,
TV, sports and publishing assets.  All companies are headquartered
in Toronto, Ontario, Canada.

                             *    *    *

As reported in the Troubled Company Reporter on May 18, 2007,
Dominion Bond Rating Service placed BB (high) rating on Rogers
Communications' Issuer Rating.


SAKS INC: Fitch Affirms Issuer Default Rating at B
--------------------------------------------------
Fitch Ratings has affirmed its Issuer Default Rating of Saks
Incorporated at 'B' and its rating of the company's secured bank
credit facility at 'BB/RR1'.  In addition, Fitch has upgraded the
company's senior unsecured notes to 'B+/RR3' from 'B/RR4'.  The
Rating Outlook has been revised to Stable from Negative.

Saks had $517 million of senior unsecured notes and no bank debt
outstanding as of May 5, 2007.

The affirmations reflect the company's improving operating trends,
recent debt reduction, and internationally recognized luxury
franchise balanced against the competitive operating environment
and the cyclical nature of luxury retailing.  The upgrade of the
senior unsecured notes reflects the improvement in the expected
recovery on the notes as a result of the repayment of $96 million
of the notes in a tender offer. The revision of the Outlook to
Stable from Negative reflects the expectation that sales trends
will remain solid and that profitability will continue to recover
from currently depressed levels.

Saks reported comparable store sales growth of 4.9% in 2006 and a
strong 14.4% in first quarter 2007.  Behind this improvement is an
effort to broaden the merchandise mix by expanding the lower
priced 'Saks Fifth Avenue' label, more effectively catering
assortments by market, and substantially increasing inventory
levels.  Profitability remains sub par, with the operating margin
at 0.3% in the twelve months ended May 5, 2007, but is improving
as a result of merchandising improvements and cost reductions.
The company has been streamlining its organizational structure,
and has centralized its headquarters in New York City.

Along with its corporate restructuring, Saks has reduced debt
levels to bring them in line with a lower level of revenues and
EBITDA.  In April 2007, Saks successfully completed a tender offer
for half of its $190 million of 8.25% notes due 2008, which was
financed with cash on hand. Fitch expects the leverage measured by
adjusted debt/EBITDAR will improve from its current level of 6
times, driven by a combination of strengthening profitability and
further debt repayment.

The ratings of the $500 million secured bank facility and senior
unsecured notes reflect their recovery prospects. Fitch's recovery
analysis assumes a liquidation value in a distressed scenario of
$994 million.  Applying this value across the capital structure
results in outstanding recovery prospects (over 90%) for the bank
facility, which is secured by inventories and certain receivables.
The recovery prospects for the senior unsecured notes are good
(50%-70%).

Based in Birmingham, Alabama, Saks Incorporated (NYSE: SKS) --
http://www.saksincorporated.com/-- operates Saks Fifth Avenue
Enterprises, which consists of 55 Saks Fifth Avenue stores, 50
Saks Off 5th stores, and Saks.com.  The Company also operates 39
Parisian stores and 57 Club Libby Lu specialty stores.


STANADYNE CORP: S&P Revises $65 Million Loans' Rating to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on
Stanadyne Corp.'s $65 million term loan due 2010.  The
bank loan rating was revised to 'B+' (one notch above the
corporate credit rating) from 'B-', and the recovery rating was
revised to '1' from '3', indicating S&P's expectation that these
lenders would receive full recovery in a payment default.

A reassessment of some of the assumptions used in S&P's approach
including a change in valuation methodology to enterprise value
from discrete assets and the paydown of a portion of the term loan
-- to $21 million as of March 31, 2007, from $65 million initially
-- prompted these rating changes.

The 'B+' bank loan rating and '1' recovery rating on Stanadyne's
$35 million revolving credit facility remain unchanged.

The corporate credit rating on Stanadyne is B/Stable/--.

The rating reflects the company's highly leveraged financial
profile and its position in cyclical and competitive markets.

Ratings List

Stanadyne Corp.

  Corporate credit rating              B/Stable/--

Ratings Revised              To        From
  Term loan  rating          B+        B-
   Recovery rating           1         3


STONEPATH GROUP: Wants Involuntary Chapter 7 Case Dismissed
-----------------------------------------------------------
Stonepath Group Inc. asks the Hon. Christopher S. Sontchi of the
U.S. Bankruptcy Court for the District of Delaware to dismiss an
involuntary Chapter 7 case filed by three creditors, the
Associated Press reports.

As reported in the Troubled Company Reporter on May 11, 2007, the
three petitioning creditors --  Spherion Corp., Custom Transfer
Inc., and Overby Transport Inc. -- also sought the appointment of
an interim trustee.

According to AP, the company contends that dismissal is warranted
since the petition was filed in bad faith citing that the
petitioners are not even creditors of Stonepath.

The company states that the three petitioners are creditors of MGR
Inc.  MGR is owned by Stonepath Logistics Domestic, which in turn
is owned by Stonepath Group.

The company also requests the Court hand an order that the
petitioners pay the company's legal fees as well as any damages it
may have suffered as a result of the involuntary petition, AP
says.

                   About Stonepath Group Inc.

Headquartered in Seattle, Washington, Stonepath Group Inc.
(OTC:SGRZ) -- http://www.stonepath.com/-- provides transportation
and logistics services worldwide.  The company offers various
supply chain solutions to a diverse client base, including
manufacturers, distributors, and retail chains.  Stonepath serves
a customer base of manufacturers, distributors and retail chains
through its offices in 21 areas in North America, 17 in the Asia
Pacific region and six in Brazil, as well as a network of
international independent carriers and service partners.


STONEPATH GROUP: Contests SBI's Notes Default Issuance
------------------------------------------------------
Stonepath Group, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it is contesting the
legality of all or parts of the transactions that resulted in the
issuance of the promissory notes default asserted by SBI
Brightline, LLC.

On April 30, 2007, the company received a notice of disposition of
collateral under the Security Agreement, dated as of Aug. 31,
2005, among the company, various of its subsidiaries including
Stonepath Logistics Domestic Services, Inc., and Laurus Master
Fund Limited.

The Notice was delivered by counsel to Mass Financial Corp., which
replaced Laurus as lender under the Security Agreement by virtue
of an Assignment of Loans, Liens and Loan Documents, dated as of
Feb. 9, 2007.  Pursuant to the Assignment, Mass Financial
purchased and assumed all of Laurus's right, title and interest in
and to Laurus' loans to Stonepath and the loan documents entered
into in connection with such loans, together will all attendant
liens, rights, claims, title, assignments and interests, including
security interests, pertaining to or arising from the Loan
Documents.

The Notice advised that Mass Financial is in the process of
negotiating specific sales of collateral foreclosed upon in
connection with the April 17, 2007 notice of default under the
Security Agreement.  This collateral consists inter alia of the
shares of Stonepath Logistics in and the assets of two
subsidiaries of SLDS, United American Freight Services, Inc. and
Stonepath Logistics Government Services, Inc.

On May 2, 2007, the company received a notice of appointment of
receivers and managers from SBI Brightline relating to the shares
of Stonepath in its subsidiary Stonepath Holdings (Hong Kong)
Limited.

The company also relates that it has engaged legal counsel in Hong
Kong.

                   About Stonepath Group Inc.

Headquartered in Seattle, Washington, Stonepath Group Inc.
(OTC:SGRZ) -- http://www.stonepath.com/-- provides transportation
and logistics services worldwide.  The company offers various
supply chain solutions to a diverse client base, including
manufacturers, distributors, and retail chains.  Stonepath serves
a customer base of manufacturers, distributors and retail chains
through its offices in 21 areas in North America, 17 in the Asia
Pacific region and six in Brazil, as well as a network of
international independent carriers and service partners.


TANGER FACTORY: Proxy Proposal Okayed at Shareholders Meeting
-------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. disclosed that at its Annual
Meeting of Shareholders reconvened Wednesday, May 30, 2007,
proposal #4 to amend the company's articles of incorporation
creating four new classes of preferred shares, each class having
four million shares with a par value of $.01 per share, was
approved by a majority of the votes cast by the holders of its
common shares and a majority of the votes cast by the Class C
Preferred Shares voting as a class.

As previously disclosed, the Annual Meeting of Shareholders had
been adjourned in order to give all shareholders the benefit of
additional time to vote.  Due to the non-routine nature of this
proposal, brokers were not allowed to vote on behalf of their
clients.

Headquartered in Greensboro, North Carolina, Tanger Factory Outlet
Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is an
integrated, self-administered and self-managed publicly traded
REIT.  At Dec. 31, 2006, the company had 30 wholly owned centers
in 21 states totaling 8.4 million square feet of total gross
leasable area, as compared with 31 centers in 22 states totaling
8.3 million square feet of GLA as of Dec. 31, 2005.

                          *     *     *

Tanger Factory Outlet Centers Inc. carries Moody's Ba1 preferred
stock rating.


TRIAD HOSPITALS: Launches Offer for 7% Senior Notes
---------------------------------------------------
Triad Hospitals, Inc. has commenced a cash tender offer for any
and all of its outstanding:

    (i) $600 million aggregate principal amount of 7% Senior Notes
        due 2012 and

   (ii) $600 million aggregate principal amount of 7% Senior
        Subordinated Notes due 2013,

on the terms and subject to the conditions set forth in the
company's Offer to Purchase and Consent Solicitation Statement
dated May 31, 2007.

The company is also soliciting consents to certain proposed
amendments to the indentures governing the Notes to, among other
things, eliminate substantially all of the restrictive covenants,
eliminate or modify certain events of default and certain
conditions to defeasance of the Notes and eliminate or modify
related provisions contained in the indentures and the Notes.

The tender offer documents more fully set forth the terms of the
tender offer and consent solicitation.  The tender offer and the
consent solicitation are being made in connection with, and are
conditioned upon, among other things, the consummation of the
merger under the previously announced merger agreement among the
Company, Community Health Systems, Inc. and FWCT-1 Acquisition
Corporation.

The tender offer will expire at 12:00 midnight, New York City
time, on June 27, 2007, unless extended or earlier terminated by
the company.  The company reserves the right to terminate,
withdraw or amend the tender offer and consent solicitation at any
time subject to applicable law.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Date, and
accepted for purchase pursuant to the tender offer will be
determined as specified in the tender offer documents and will be
equal to the present value, minus accrued interest, on the
applicable payment date for the tender of Notes of, (a) with
respect to the Senior Notes, (i) $1,035.00 and (ii) the remaining
scheduled interest payments on such Senior Notes after the payment
date for the tender of Senior Notes to May 15, 2008, in each case
determined on the basis of a yield to the Senior Notes Redemption
Date equal to the sum of (A) the yield on the 5.625% U.S. Treasury
note due May 15, 2008, as calculated by Credit Suisse Securities
(USA) LLC and Wachovia Securities, acting as dealer managers, in
accordance with standard market practice, based on the bid side
price for the Senior Notes Reference Treasury Security on the
price determination date, as described in the tender offer
documents, plus (B) a fixed spread of 50 basis points, and (b)
with respect to the Senior Subordinated Notes, (i) $1,035.00 and
(ii) the remaining scheduled interest payments on such Senior
Subordinated Notes after the payment date for the tender of Senior
Subordinated Notes to November 15, 2008, in each case determined
on the basis of a yield to the Senior Subordinated Notes
Redemption Date equal to the sum of (A) the yield on the 4.375%
U.S. Treasury note due November 15, 2008, as calculated by Credit
Suisse and Wachovia Securities, acting as dealer managers, in
accordance with standard market practice, based on the bid side
price for the Senior Subordinated Notes Reference Treasury
Security on the price determination date, as described in the
tender offer documents, plus (B) a fixed spread of 50 basis
points.

The company will pay accrued and unpaid interest up to, but not
including, the applicable payment date.  Each holder who validly
tenders its Notes and delivers consents on or prior to 5:00 p.m.,
New York City time, on June 13, 2007 will be entitled to a consent
payment, which is included in the total consideration above, of
$30 for each $1,000 principal amount of Notes tendered by such
holder if such Notes are accepted for purchase pursuant to the
tender offer.  Holders who tender Notes are required to consent to
the proposed amendments to the indenture and the Notes.  Any
tender of Notes prior to the Consent Date may be validly withdrawn
and consents may be validly revoked at any time prior to the
Consent Date, but not thereafter except under limited
circumstances.  The proposed amendments will not become effective,
however, until at least a majority in aggregate principal amount
of the outstanding Notes, whose holders have delivered consents to
the proposed amendments, have been accepted for payment.  Holders
who tender Notes after the Consent Date will not receive the
consent payment.

Pursuant to the tender offer and consent solicitation documents,
the company has reserved the right to accept for purchase at any
time following the Consent Date but prior to the Expiration Date
all Notes then validly tendered.  If the company elects to
exercise this option, it will pay for such Notes on a date
promptly following the Early Acceptance Time.  On the Early
Payment Date, the Company will also pay accrued and unpaid
interest up to, but not including, the Early Payment Date on the
Notes accepted for purchase.

Subject to its right to exercise this early acceptance option, the
Company currently expects to accept for purchase, and pay the
total consideration, as to all Notes tendered prior to the Consent
Date, and the tender offer consideration, which is the total
consideration less the cash consent payment, as to all Notes
tendered after the Consent Date, with respect to, all validly
tendered Notes on a date promptly following the Expiration Date.

The company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not withdrawn pursuant to the tender
offer and the consent solicitation is subject to the satisfaction
or waiver of certain conditions, including, among others, the
satisfaction of all conditions to the consummation of the merger
under the Merger Agreement and consummation thereof, CHS or an
affiliate of CHS having issued up to $3.365 billion of debt, the
company having sufficient available funds to pay the total
consideration with respect to all Notes and the receipt of
sufficient consents with respect to the proposed amendments to the
indentures and the Notes.  Following the consummation of the
merger, the company intends to finance the purchase of the Notes
and related fees and expenses with a portion of the proceeds from
the proposed issuance of the New Debt by CHS or an affiliate of
CHS.  The complete terms and conditions of the tender offer and
the consent solicitation are set forth in the tender offer
documents which are being sent to holders of Notes.  Holders of
Notes are urged to read the tender offer documents carefully.

Credit Suisse and Wachovia Securities have been retained to act as
Dealer Managers in connection with the tender offer and consent
solicitation.  Questions about the tender offer and consent
solicitation may be directed to Credit Suisse at (212) 325-7596
(collect) or Wachovia Securities at (866) 309- 6316 (toll free) or
(704) 715-8341 (collect).  Copies of the tender offer documents
and other related documents may be obtained from D.F. King & Co.,
Inc., the information agent for the tender offer and consent
solicitation, at (800) 967-7921 (toll free) or (212) 269-5550
(collect).

                      About Triad Hospitals

Triad Hospitals Inc. (NYSE TRI) -- http://www.triadhospitals.com/
-- through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets.  The company currently operates 54 hospitals
(including one under construction) and 13 ambulatory surgery
centers in 17 states and Ireland with approximately 9,855 licensed
beds.  In addition, through its QHR subsidiary, the company
provides management and consulting services to independent general
acute care hospitals located throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Standard & Poor's reported that its B+ corporate credit rating on
Triad Hospitals Inc. remains on CreditWatch with negative
implications, where it was originally placed on Feb. 5, 2007.


TRIBUNE CO: Names Howard Greenberg as Sun Sentinel Pres. & CEO
--------------------------------------------------------------
Tribune Company's division, Tribune Publishing has named Howard
Greenberg as president and chief executive officer of Sun Sentinel
Company, and publisher of the South Florida Sun-Sentinel. Mr.

Greenberg succeeds Robert Gremillion, who has been promoted to
executive vice president of Tribune Publishing.  The changes are
effective immediately.

Greenberg has served as senior vice president/general manager at
Sun-Sentinel Company since April 2005, overseeing the circulation,
marketing, operations, technology, niche publications and finance
and planning divisions.  Recently, he has also been responsible
for overseeing the company's advertising and human resources
divisions.

"Howard's talent, dedication and familiarity with the Sun-Sentinel
and South Florida, established during 23 years with the newspaper,
make him the ideal person to step into this position," said Mr.
Gremillion.  "He has the respect of his colleagues, and he knows
and understands the community."

Greenberg held a variety of management positions in circulation
and operations at the Sun-Sentinel between 1984 and 2005, when he
was named to his current role.

"I'm excited to have the opportunity to lead an organization that
is valued in the community," Mr. Greenberg said.  "I look forward
to working with the entire Sun-Sentinel team in serving the
company's readers and advertisers."

As executive vice president/Tribune Publishing, Mr. Gremillion
will oversee four of the company's newspapers: South Florida Sun-
Sentinel, Orlando Sentinel, Baltimore Sun and Hartford Courant.
He will report directly to Dennis FitzSimons, Tribune's chairman,
president and chief executive officer.

"These last 10 years have been the most exciting of my career,"
Mr. Gremillion said.  "I will miss waking up every day as the
publisher of the Sun-Sentinel.  I'm gratified, though, to leave it
in good hands with Howard and the strong team we've developed
there."

Gremillion has served as president, publisher and chief executive
officer of Sun-Sentinel Company since April 1997; he took on
oversight responsibility for the Baltimore Sun and the Hartford
Courant in May 2005. Prior to that, he was vice president and
general manager of Tribune Regional Programming from 1990 to 1997,
and oversaw the launch of CLTV in Chicago, one of the nation's
first 24-hour local news and information cable channels. Mr.
Gremillion joined Tribune in 1983 when the company acquired WGNO-
TV in New Orleans.  He served as WGNO's station manager from 1985
to 1992.

"Bob's forward-looking leadership at the Sun-Sentinel produced
outstanding results," FitzSimons said.  "In addition, the
experience he's gained in 23 years as a key member of the
company's publishing, interactive and broadcast groups makes him
uniquely qualified for this important new role."

                       About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is one of the country's top media
companies, operating businesses in publishing, interactive and
broadcasting.  It reaches more than 80% of U.S. households
and is the only media organization with newspapers, television
stations and websites in the nation's top three markets.  In
publishing, Tribune's leading daily newspapers include the Los
Angeles Times, Chicago Tribune, Newsday (Long Island, NY), The Sun
(Baltimore), South Florida Sun-Sentinel, Orlando Sentinel  and
Hartford Courant.  The company's broadcasting group operates 23
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to Ba3 from Ba1, existing senior unsecured notes to
B2 from Ba1, and subordinated notes to B2 from Ba2.  The rating
actions reflect the significant increase in leverage that will
result from Tribune's repurchase of approximately $4.2 billion of
common stock through a tender offer in the first step of its plan
to go private, and that the increase in leverage is occurring at a
time of pressure on Tribune's advertising revenue and operating
margins.


TRICADIA CDO: Moody's Rates $7 Million Class F Sec. Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Tricadia CDO 2007-8, Ltd.:

   (1) Aaa to the $328,000,000 Class A-1VF Variable Funding
       Senior Secured Floating Rate Notes Due 2052;

   (2) Aaa to the $7,700,000 Class A-X Notes Due 2014;

   (3) Aaa to the $65,000,000 Class A-2 Senior Secured Floating
       Rate Notes Due 2052;

   (4) Aa2 to the $43,000,000 Class B Senior Secured Floating
       Rate Notes Due 2052;

   (5) A2 to the $25,000,000 Class C Secured Floating Rate
       Deferrable Notes Due 2052;

   (6) Baa2 to the $19,000,000 Class D Secured Floating Rate
       Deferrable Notes Due 2052;

   (7) Baa3 to the $7,200,000 Class E Secured Floating Rate
       Deferrable Notes Due 2052; and

   (8) Ba2 to the $7,000,000 Class F Secured Floating Rate
       Deferrable Notes Due 2052.

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

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


TRM CORP: PricewaterhouseCoopers Raises Going Concern Doubt
-----------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about TRM
Corporation's ability to continue as a going concern.  The
auditors related to a net loss for 2006 resulting in the company's
inability to meet certain financial covenants of its financing
agreement with GSO Origination Funding Partners LP and other
lenders.

The going concern was also based on the company's projections that
it does not expect to meet the required financial covenants during
2007, which may render the debt callable by the lenders and
trigger the cross-default provisions in TRM Funding Trust's Loan
and Serving Agreement.

During January 2007, the company sold its Canadian, United Kingdom
and German ATM businesses and its United States photocopy business
and used $98.5 million from the proceeds of those sales to make
principal and interest payments under the GSO loans, leaving a
remaining balance of principal plus accrued interest of
$2 million.

Additionally, on May 15, 2007, the company entered into a waiver
with the lenders under the financing agreement with GSO whereby
the lenders waived the consolidated EBITDA requirements for the
calendar months ended Dec. 31, 2006, Jan. 31, 2007, Feb. 28, 2007,
and March 31, 2007.

                      About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.


URS CORP: Moody's May Cut Ba1 Rating on Washington Acquisition
--------------------------------------------------------------
Moody's Investors Service placed the Ba1 Corporate Family Rating
and other instrument ratings of URS Corporation on review for
downgrade following its announcement that a definitive agreement
for the acquisition of Washington Group International, Inc. was
signed.

The cash and stock transaction valued at approximately $2.6
billion is expected to close in the second half of 2007.  While
the details of the financing package have not been finalized, it
is expected to contain a significant amount of debt and have a
substantial negative impact on credit metrics. Preliminary pro
forma estimates for the transaction indicate leverage increasing
to over 3.0 times and total debt increasing to approximately $1.5
billion prior to Moody's adjustments.  Moody's review will focus
primarily on the financing for the transaction, impact on credit
metrics and liquidity, and the plan for integration and debt
reduction.

These ratings were placed under review for downgrade:

   -- The Baa3 $300 million senior secured revolver due 2010
      (LGD2, 20%);

   -- The Baa3 $350 million senior secured term loan due 2011
      (LGD2, 20%);

   -- The Ba1 Corporate Family Rating;

   -- The Ba1 Probability of Default Rating.

The SGL-1 Speculative Grade Liquidity Rating will be reviewed upon
the close of the transaction.

Based in San Francisco, California, URS Corporation is an
engineering firm that provides a range of professional planning,
design, program and construction management, and operations and
maintenance services.  Revenues for the twelve months ended March
30, 2007 were approximately $4.4 billion.

Based in Boise, Idaho, Washington Group International, Inc.
provides design, engineering, construction, facilities and
operations management, environmental remediation, and mining
services to public and private sector clients in the United States
and internationally.  It operates through six segments: Power,
Infrastructure, Mining, Industrial/Process, Defense, and Energy &
Environment.  Revenues for the 12 months ended March 30, 2007 were
approximately $3.4 billion.


WESTCHESTER CLO: S&P Rates $37.5 Million Class E Notes at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Westchester CLO Ltd./Westchester CLO Corp.'s
$920 million floating-rate notes.

The preliminary ratings are based on information as of May 30,
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 preference shares;

     -- The transaction's 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
              Westchester CLO Ltd./Westchester CLO Corp.

             Class         Rating             Amount
             -----         ------             ------
             A-1-A         AAA                $570,500,000
             A-1-B         AAA                $142,500,000
             B             AA                  $80,000,000
             C             A                   $53,500,000
             D             BBB                 $36,000,000
             E             BB                  $37,500,000

             Preference    NR                  $80,000,000
              shares
                             NR - Not rated.


* Barclays Settles SEC Insider Trading Suit
-------------------------------------------
Barclays Bank PLC and Steven J. Landzberg, a former proprietary
trader for Barclays' U.S. Distressed Debt Desk, has agreed to
settle a civil action filed by the U.S. Securities and Exchange
Commission.

The complaint, filed in the U.S. District Court for the Southern
District of New York, alleges that Barclays and Mr. Landzberg
engaged in securities fraud through a pattern of illegal insider
trading.

According to the complaint, Barclays and Mr. Landzberg illegally
traded millions of dollars of bond securities over 18 months,
while aware of material nonpublic information received through six
creditors committees.  Mr. Landzberg simultaneously served as
Barclays' representative on the creditors committees and as its
proprietary trader.  Mr. Landzberg signed confidentiality
agreements and committee bylaws on Barclays' behalf, and received
material nonpublic information concerning the financial condition
and prospects of the issuers, their most recent business plans,
detailed management projections, contemplated financing
alternatives, proprietary advisor analyses, and the timing and
terms of proposed plans of reorganization.

Between March 2002 and September 2003, the repeated illegal
insider trading by Barclays and Mr. Landzberg breached fiduciary
and other duties of trust or confidence.

The complaint alleges that Barclays and Mr. Landzberg
misappropriated material nonpublic information by failing to
disclose any of their trades to the creditors committees, issuers,
or other sources of such information.

In a few instances, Mr. Landzberg used purported "big boy letters"
to advise his bond trading counterparties that Barclays may have
possessed material nonpublic information.  However, in no instance
did Barclays or Mr. Landzberg disclose the material nonpublic
information received from creditors committees to their bond
trading counterparties.  Three of the six committees were official
unsecured creditors committees appointed by the Office of the
United States Trustee under the auspices of the federal bankruptcy
courts.  Barclays served as "Chair" of two of these bankruptcy
committees at the time of its illegal insider trading.

The complaint further alleges that Barclays' senior management
authorized Mr. Landzberg to buy and sell securities for Barclays'
account while he served on bankruptcy creditors committees.
Barclays' Compliance personnel failed to prevent the illegal
insider trading, despite receiving notice that the proprietary
desk had nonpublic information and should have been restricted
from trading.

Barclays and Mr. Landzberg each consented, without admitting or
denying the allegations in the Commission's complaint, to entry of
final judgments permanently enjoining them from violations of
Section 17(a) of the Securities Act of 1933, Section 10(b) of the
Securities Exchange Act of 1934, and Rule 10b-5 thereunder.

To settle the SEC's insider trading charges, Barclays also
consented to entry of a court order requiring it to pay over
$10.94 million: disgorgement of $3,971,736, prejudgment interest
of $971,825, and a civil money penalty of $6,000,000.

To settle the Commission's charges against him, Mr. Landzberg
further consented to be permanently enjoined from participation in
any creditors committee in any federal bankruptcy proceeding
involving an issuer of securities, and to pay a civil money
penalty of $750,000.


* BOOK REVIEW: American Arbitration: Its History, Functions and
               Achievements
---------------------------------------------------------------
Author:     Frances Kellor
Publisher:  Beard Books
Paperback:  280 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122581/internetbankrupt


The book American Arbitration: Its History, Functions and
Achievements is written by Frances Kellor.

It covers the rise of the American Arbitration Association and the
beginnings of the important role that arbitration has come to play
in the commercial arena.

This book makes for interesting reading as it traces the two
pioneer organizations that consolidated in 1926 to form the
American Arbitration Association.

The role and influence of the Association in its first twenty
years of existence are noteworthy as the book covers the practice
of American arbitration and the American concept and organization
of international commercial arbitration.

The final chapter is devoted to the builders of American
arbitration.

                             *********

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 ***