TCR_Public/070620.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 20, 2007, Vol. 11, No. 144

                             Headlines

ABITIBI-CONSOLIDATED: Sets July 26 Special Meeting on Bowater Deal
ABITIBI-CONSOLIDATED: S&P Lowers Credit Rating to B from B+
AMERICREDIT CORP: Moody's Rates $200 Million Senior Notes at Ba3
AMWINS GROUP: Completes Acquisition of American Equity
ASARCO LLC: Creditors File Claims' Protective Designation Notices

ASARCO LLC: Parties File Briefs on California Gulch Sites
ASARCO LLC: Wants to Expand Scope of Alvarez & Marsal's Employment
BABAJANI & MAMA: Case Summary & 18 Largest Unsecured Creditors
BEST MANUFACTURING: Chap. 7 Trustee Hires Becker Meisel as Counsel
BEST MANUFACTURING: Chapter 7 Trustee Hires Weiser as Accountant

BICENT POWER: Moody's Rates $480 Million 1st-Lien Loan at (P)Ba3
BICENT POWER: S&P Rates New $480 Million Loans at BB-
BIOPURE CORP: Posts $6.2 Million Net Loss in Qtr. Ended April 30
BLUE RIDGE: Rank Group Deal Prompts S&P's Positive CreditWatch
BOMBARDIER RECREATIONAL: S&P Rates $1.15 Billion Loan at B+

BOWATER INC: To Discuss Abitibi Merger on July 26 Annual Meeting
BOWATER INC: Weak Earnings Prompt S&P to Cut Credit Rating to B
BUFFALO COAL: Section 341(a) Creditor's Meeting Set for July 18
CALPINE CORP: Names Gary Germeroth as VP & Chief Risk Officer
CARDSYSTEMS SOLUTIONS: Files 2nd Amended Disclosure Statement

CATALYST PAPER: Cost Pressures Cues S&P to Revise Outlook to Neg.
CBRL GROUP: Completes 500,000 Share Repurchase Plan
CBRL GROUP: Moody's Affirms Ratings & Revises Outlook to Negative
COINMACH SERVICE: Babcock & Brown Deal Cues S&P's Negative Watch
DAIMLERCHRYSLER AG: Unit Launches Cash Tender Offer

DAYTON SUPERIOR: Good Performance Prompts S&P's Positive Watch
DEEP FIELD: March 31 Balance Sheet Upside-Down by $10.3 Million
DOLLAR THRIFTY: Completes $600MM Credit Facilities' Refinancing
EDUCATE INC: Moody's Puts Corporate Credit Rating at B1
FORD MOTOR: No Results on Cerberus Talks for Premier Brands Sale

FORD MOTOR: Distressed Supply Base Cues Missed Targets
FOUNDATION COAL: SVPs Assume New Management Restructuring Roles
FRIENDLY ICE: Freeze Operations Deal Cues S&P to Retain Watch
GENESCO INC: Inks $1.5 Billion Merger Agreement with Finish Line
GENESCO INC: Finish Line Bid Cues S&P to Hold Developing Watch

GEORGIA-PACIFIC: Debt Levels Cue S&P to Revise Outlook to Stable
HOSPITALITY PROPERTIES: Declares Lightstone in Lease Default
ICONIX BRAND: S&P Rates $250 Million Senior Notes at B-
INTERTAPE POLYMER: Plan of Arrangement Gets Advisory Firms' Votes
INTERTAPE POLYMER: Plan of Arrangement Gets Snub by 6789536 Canada

INVERNESS MEDICAL: Moody's Rates $1.05 Billion Loan at B1
ITC DELTACOM: March 31 Balance Sheet Upside-Down by $107.8 Million
ITC DELTACOM: H Partners Questions Recapitalization Plan
JEAN COUTU: Debt Repayment Prompts S&P to Withdraw Ratings
LAZARD GROUP: Moody's Rates $500 Million Senior Note at Ba1

LJVH HOLDINGS: S&P Rates Planned $300 MIllion Facility at BB-
LONE STAR: U.S. Steel Completes $2.1 Billion Buyout
LONE STAR: U.S. Steel Buyout Completion Cues S&P to Lift Rating
MAGNUM COAL: S&P Rates $350 Million Senior Secured Notes at B-
MAIDENFORM BRANDS: Completes Existing Credit Facility Refinancing

MAJESCO ENT: Posts $1.3 Million Net Loss in Quarter Ended April 30
MORRIS PUBLISHING: Low 1Q Results Cue S&P to Cut Rating to BB-
MYRNA SEGUNDO: Case Summary & Eight Largest Unsecured Creditors
NAVISTAR INT'L: Operating Unit Inks $200 Million Credit Facility
NEW EAST HOSPITALITY: Case Summary & 16 Largest Unsec. Creditors

NEW WORD: Voluntary Chapter 11 Case Summary
NTELOS HOLDINGS: Strong Performance Cues S&P to Lift Ratings
NOVELIS INC: Change of Control Offer Expiration Date Extended
NY WESTCHESTER: Court OKs Deloitte as Panel's Financial Advisor
OMNICARE INC: Poor Performance Prompts S&P to Downgrade Ratings

PAETEC HOLDING: Plans to Offer $300 Million of Senior Notes
PAETEC HOLDING: Wants to Amend Sr. Facility to Decrease Interest
PENN NATIONAL: S&P Cuts Rating to BB- and Places Negative Watch
PHOENIX FOOTWEAR: Selling Royal Robbins for $40 Million in Cash
PINNOAK RESOURCES: Cleveland-Cliffs Deal Cues S&P's Positive Watch

PLIANT CORP: Plans to Reduce Debt through Senior Notes Refinancing
POLYPORE INT'L: Commences Tender Offer for 10-1/2% Senior Notes
QUANTUM CORP: S&P Affirms B Rating and Says Outlook is Positive
RJO HOLDINGS: High Financial Leverage Cues S&P's B Credit Rating
ROCK-TENN CO: Improved Operating Results Cue S&P's Positive Watch

ROCKAWAY BEDDING: Sleepy's and Hudson to Buy Remaining Assets
SAK DEVELOPMENT: Case Summary & Five Largest Unsecured Creditors
SCOTT SMITH: Case Summary & Seven Largest Unsecured Creditors
SEA CONTAINERS: Regulator Issues Financial Support Direction
SERVICEMASTER CO: S&P Junks Rating on $1.15 Billion Senior Notes

SIERRA PACIFIC: Two Units Commence Separate Tender Offers
SINCLAIR BROADCAST: Board Declares Class A & B Stock Cash Dividend
SMITHFIELD FOODS: S&P Holds BB+ Rating and Removes Negative Watch
SOURCE INTERLINK: S&P Junks Rating on $465 Million Senior Notes
SPRINGS WINDOWS: Term Loan Increase Cues Moody's to Cut Ratings

SS&C TECHNOLOGIES: Good Debt Leverage Cues S&P to Revise Outlook
STULL INDUSTRIES: Voluntary Chapter 11 Case Summary
SUPERCLICK INC: April 30 Balance Sheet Upside-down by $2.3 Million
TELCORDIA TECHNOLOGIES: S&P Rates Proposed $555 Million Notes at B
THERMAL NORTH: S&P Puts BB- Rating on Positive CreditWatch

TRIATEK INC: Case Summary & 20 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: CEO James Perry to Retire Effective July 1
UAL CORP: Expects 2.75%-3.25% Rise in 2nd Qtr. Passenger Revenue
VANGUARD SPORTS: Case Summary & 19 Largest Unsecured Creditors
VERIFONE INC: S&P Revises Outlook to Stable from Negative

VIASYSTEMS CORP: Deleveraging Prompts S&P to Upgrade Ratings
WENDY'S INT'L: Committee Exploring Possible Sale of Company
WINSTON PRESTON: Case Summary & 13 Largest Unsecured Creditors
YAZAN'S SERVICE: Case Summary & 14 Largest Unsecured Creditors

* Upcoming Meetings, Conferences and Seminars

                             *********

ABITIBI-CONSOLIDATED: Sets July 26 Special Meeting on Bowater Deal
------------------------------------------------------------------
Abitibi-Consolidated Inc. and Bowater Incorporated will hold a
meeting of its shareholders on July 26, 2007, in order for
shareholders to vote on the companies' proposed combination.  The
Quebec Superior Court has granted an interim order approving the
holding of the special meeting of Abitibi-Consolidated
shareholders.

The special meeting of Abitibi-Consolidated shareholders will be
held at the Windsor, Salon Windsor, 1170 Peel Street, Montreal,
Quebec, at 10:00 a.m., Eastern Time on July 26, 2007.  

Shareholders of record at the close of business on June 20, 2007,
will be entitled to receive notice of and vote at the Abitibi-
Consolidated meeting.

The annual meeting of Bowater stockholders will be held in the
Peachtree Auditorium of the Bank of America Plaza, 600 Peachtree
Street N.E., Atlanta, Georgia, at 10:00 a.m., Eastern Time on
July 26, 2007.  Stockholders of record at the close of business on
June 8, 2007, will be entitled to receive notice of and vote at
the Bowater meeting.

In connection with the proposed combination of Abitibi-
Consolidated and Bowater, Bowater Canada Inc., an exchangeable
share Canadian public subsidiary of Bowater, will also hold a
special meeting of its shareholders in order to approve certain
amendments to Bowater Canada's articles required to facilitate and
implement the combination.  The special meeting of Bowater Canada
shareholders will be held on July 25, 2007, at Fairmont The Queen
Elizabeth Hotel, Salon St-Laurent, 900 Boulevard Rene-Levesque
West, Montreal, Quebec, at 9:30 a.m., Eastern Time.  Shareholders
of record at the close of business on June 20, 2007, will be
entitled to receive notice of and vote at the Bowater Canada
meeting.

For Abitibi-Consolidated, the combination requires the affirmative
vote of not less than two-thirds of the votes cast at the Abitibi-
Consolidated special meeting by holders of Abitibi-Consolidated
common shares present or represented by proxy at the special
meeting. For Bowater, the combination requires the affirmative
vote of a majority of the total voting power of all outstanding
shares of Bowater common stock and Bowater special voting stock,
representing Bowater Canada exchangeable shares, entitled to vote
at the Bowater meeting, voting together as a single class.

The combined company, which will be called AbitibiBowater Inc.,
will be the third largest publicly traded paper and forest
products company in North America and the eight largest in the
world.  AbitibiBowater will own or operate 32 pulp and paper
facilities and 35 wood product facilities located mainly in
Eastern Canada and the Southeastern U.S.  It will also be among
the world's largest recyclers of newspapers and magazines.

                    About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/
-- produces coated and specialty papers and newsprint.  In
addition, the company sells bleached market pulp and lumber
products.  Bowater has 12 pulp and paper mills in the United
States, Canada, and South Korea.  In North America, it also owns
two converting facilities and 10 sawmills.  Bowater's operations
are supported by approximately 835,000 acres of timberlands owned
or leased in the United States and Canada and 28 million acres of
timber cutting rights in Canada.  Bowater operates six recycling
plants and is one of the world's largest consumers of recycled
newspapers and magazines.

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--    
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is among the largest
recyclers of newspapers and magazines in North America, diverting
annually approximately 1.9 million tonnes of waste paper from
landfills.  It also ranks first in Canada in terms of total
certified woodlands.


ABITIBI-CONSOLIDATED: S&P Lowers Credit Rating to B from B+
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the long-term corporate credit rating to 'B' from 'B+', on
Abitibi-Consolidated Inc.  The outlook is negative.

"North American newsprint demand, a key driver of Abitibi's
profitability and cash flow, has declined faster than expected,"
said Standard & Poor's credit analyst Donald Marleau.  
"Consequently, producer attempts to balance supply and demand have
been frustrated," Mr. Marleau added.  On top of that, Abitibi
faces severe margin pressure because the Canadian dollar has
appreciated.

The ratings reflect the company's high debt leverage; exposure to
the declining North American newsprint market, and the volatile
commodity groundwood papers and lumber markets; and weak
profitability.  These risks are partially offset by the company's
leading market share position in newsprint and groundwood papers.  
The ratings only reflect Abitibi's stand-alone credit quality, and
do not factor in the outcome of its proposed merger with Bowater
Inc., which still faces significant regulatory and shareholder
scrutiny.

The outlook is negative.

North American newsprint demand continues to decline, and good
industry supply discipline has not translated into significantly
higher prices, while volume declines, higher cost inputs, and the
strong Canadian dollar continue to pressure Abitibi's operating
margins.  The company's debt level is high and, notwithstanding
some debt reduction initiatives (like the monetization of its
Ontario hydroelectric assets and the potential timberlands sale),
S&P might lower the ratings on Abitibi again unless its
profitability and cash flow improve.  This improvement depends
heavily on stronger newsprint or commercial paper fundamentals and
alleviating cost pressures.  To maintain the ratings, the company
must improve its operating income and free cash flow, which would
contribute to a sustainable reduction in leverage.  Competition
authorities and shareholders are still reviewing the proposed
merger with Bowater, and the effect this merger will have on the
ratings on the companies is unclear.  The all-equity transaction
will result in a stronger competitive position and an improved
cost profile for the combined entity, but these strengths are
overshadowed by the steady decline in demand for its core
newsprint products and heavy debt burdens.


AMERICREDIT CORP: Moody's Rates $200 Million Senior Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service issued a rating of Ba3 to AmeriCredit
Corp.'s $200 million issue of senior unsecured notes.  The rating
outlook is stable.

The one notch differential between the rating of the notes and the
Corporate Family Rating (Ba2) reflects the dominant role of
secured and securitized debt in AmeriCredit's funding structure.

On June 1, 2007 Moody's upgraded AmeriCredit's Corporate Family
Rating to Ba2 from Ba3, reflecting AmeriCredit's sustained
improvement in financial performance and adherence to a
disciplined growth strategy.

Based in Fort Worth, Texas, AmeriCredit Corp. [NYSE: ACF]  
-- http://www.americredit.com/-- is a leading independent  
automobile finance company that provides financing solutions
indirectly through auto dealers and directly to consumers in the
U.S. and Canada.  AmeriCredit has over one million customers and
approximately $15 billion in managed auto receivables.


AMWINS GROUP: Completes Acquisition of American Equity
------------------------------------------------------
AmWINS Group Inc. has acquired The American Equity Underwriters,
Inc., a national provider of insurance programs for maritime
employers with a special expertise in United States Longshore and
Harbor Workers Compensation insurance.  

In connection with the acquisition, AmWINS entered into a new
$432.5 million credit facility arranged by Wachovia Securities and
Madison Capital.

Proceeds of the new facility were used to complete the AEU
acquisition, refinance AmWINS' existing credit facilities and to
fund a $100 million dividend to AmWINS existing shareholders,
comprised primarily of AmWINS employees and Parthenon Capital, a
San Francisco and Boston-based private equity firm.  The new
credit facility will provide AmWINS with additional capacity and
flexibility to fund new strategic acquisitions.

"This is a significant acquisition," M. Steven DeCarlo, AmWINS'
CEO, said.

AEU is one of the underwriters of USL&H coverage in the country,
and their expertise will help continue to diversify the company's
broad product offering and capabilities for its customers.

Headquartered in Mobile, Alabama, The American Equity Underwriters
Inc. -- http://www.amequity.com-- is one of the underwriters of  
USL&H in the country.  The company is licensed in all states and
serves as the program managers for Bermuda-based American
Longshore Mutual Association Ltd.  AEU has over 50 employees in
its three locations: Mobile, AL; New Orleans, LA; and Houston,
Texas.

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

                           *     *     *

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


ASARCO LLC: Creditors File Claims' Protective Designation Notices
-----------------------------------------------------------------
Six creditors, including the U.S. Government, filed notices with
The U.S. Bankruptcy Court for the Southern District of Texas
regarding the protective designation of their environmental claims
against ASARCO LLC and its debtor-affiliates.

1. U.S. Government

The U.S. Government notifies the Court that it is a secured
creditor in the Lake County Community Health Program Trust
related to California Gulch Operating Unit 9 and the Asarco
Environmental Trust.

The Government adds that it may have administrative claims
relating to ongoing, or the threat in the future of, releases of
contaminants from property owned by ASARCO in East Helena,
Montana; in El Paso, Texas; and in Taylor Springs, Illinois.

The Government also notifies the Court that it has filed a lien
under the Comprehensive Environmental Response, Compensation and
Liability Act with respect to the East Helena site.  To the
extent that the East Helena property is sold and proceeds are
available, the Government asserts it is a secured creditor as to
those proceeds.

2. Gold Fields, et al.

Gold Fields Mining, LLP, Blue Tee Corp., and The Doe Run
Resources Corporation, doing business as The Doe Run Company and
DR Land Holdings, LLC, assert potential secured, administrative
or priority status for their prepetition claims at unowned
portions of the California Gulch Sites to the extent, if any:

  -- there were releases of or from owned property onto unowned
     property which commenced prepetition and continued;

  -- under applicable law the claims would be entitled to
     administrative or priority status;

  -- claimants are subrogated to the administrative or priority
     status of any other party; and

  -- the claims are secured, including but not limited to, by
     monies held in trust, insurance proceeds, rights of setoff
     or recoupment.

In a separate filing, ASARCO, the U.S. Government and Blue Tee
stipulate to further extend the time the deadline for Blue Tee to
file expert reports and disclosures as to future costs related to
the Taylor Springs, Illinois Site, until June 22, 2007.

3. Union Pacific

Union Pacific Railroad Company notifies the Court that it has
asserted a secured claim arising from a right of setoff and an
administrative priority claim relating to clean-up of hazardous
materials at the Omaha Lead Site.  The Omaha Lead Site is an
unowned site.

4. New Mexico

The state of New Mexico identifies Deming Mill and Tailings; Dona
Ana Metals Survey; Blackhawk Mine; Stephenson Bennett Mine; and
Magdalena Mine as having the potential to have administrative
priority claims against ASARCO.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Parties File Briefs on California Gulch Sites
---------------------------------------------------------
Three parties-in-interest filed briefs with the Honorable Richard
S. Schmidt of the U.S. Bankruptcy Court for the Southern District
of Texas regarding the ownership of real property and the
estimation of claims relating to the Government Gulch Sites.

1. ASARCO LLC

ASARCO LLC and its debtor-affiliates assert that all of the
California Gulch properties are owned by a joint venture between
ASARCO and Resurrection Mining Company.

ASARCO and Resurrection agreed to dissolve the Joint Venture in
2005 but it remains in the winding-up process, Tony M. Davis,
Esq., at Baker Botts, LLP, in Houston, Texas, tells the Court.  
Until the winding-up process is completed, the California Gulch
property will remain property of the Joint Venture rather than
the separate property of either Resurrection or ASARCO, Mr. Davis
maintains.

Accordingly, ASARCO asks Judge Schmidt to find that the Joint
Venture property, including the Yak Tunnel water treatment
facility, is not property of ASARCO's estate.

ASARCO also asks the Court to find that any liabilities of the
Joint Venture based on ownership of the Joint Venture property
are not liabilities of the ASARCO estate and that any claims
against ASARCO for any deficiency or any additional contribution
to the Joint Venture must be subordinated to the claims of
ASARCO's creditors.

2. Newmont Parties

Resurrection and Newmont Mining Corporation contend that many of
the environmental claims related to the California Gulch Site are
not the proper subject of an estimation proceeding under Section
502(c) of the Bankruptcy Code.

The Newmont Parties point out that their claims for past costs
are already liquidated and therefore do not require estimation.  
In addition, certain claims of the Newmont Parties and the U.S.
Government relating to the operation and maintenance of the Yak
water treatment facilities are entitled to administrative
priority, Matthew S. Okin, Esq., at Okin & Adams, LLP, in
Houston, Texas, contends, thereby making estimation of those
claims unnecessary.

Mr. Okin emphasizes that the U.S. Government's future right to
enforce the existing administrative orders relating to the Yak
Tunnel is not a "claim" as defined in Section 101(5) and
therefore cannot be estimated by the Court.

Accordingly, the Newmont Parties ask the Court to refrain from
estimating the Claims relating to California Gulch, particularly
the Newmont Parties' claims for past-costs and claims related to
the operation and maintenance of the facilities at the Yak
Tunnel.

3. U.S. Government

The U.S. Government insists that the Court should not estimate
ASARCO's obligations concerning the California Gulch Site unless
necessary to evaluate the feasibility of a plan of
reorganization.

The U.S. Government relates that there are continuing releases
and threatened releases from the California Gulch Site.  The cost
of responding to the release or the threatened release into and
from the Yak Tunnel are entitled to administrative priority and
must be addressed in any plan of reorganization, Jerel L.
Ellington, Esq., in Denver, Colorado, asserts.

                   Filing of Expert Reports

Asarco Incorporated also seeks leave from the Court to introduce
expert reports, submit expert witnesses and testimony, and
conduct cross-examinations at the estimation proceeding for the
Band 1 El Paso Site as to past response costs and the Dona Ana
County Metals Sites.

However, the U.S. Government argues that Asarco Inc. has not
demonstrated that the Debtors are unwilling or unable to fulfill
their responsibility or that Asarco Inc. has any unique interest
separate from that of the Debtors.

Thus, the Government asks the Court to deny Asarco Inc.'s motion
for leave to file expert reports in the environmental estimation
proceedings.

The Debtors know the sites far better than Asarco Inc., the
Government maintains.  "The Debtors are represented by a capable
counsel that has filed specific objections and lengthy expert
reports."

The Government argues that Asarco Inc.'s submission of its expert
reports, witnesses and cross-examinations would only disrupt the
estimation proceedings and would require a wholesale revision of
the case management order.

If allowed, Asarco Inc.'s participation in the estimation
proceedings should be narrowly defined to those for which it has
a particular interest, divergent from the Debtors, the Government
contends.

In a separate filing, the Government asserts that Union Pacific's
expert reports are thinly disguised as objections to the
Government's claims.  Thus, the Government asks the Court to
exclude the expert reports submitted by Union Pacific in the
estimation proceedings for the Omaha Lead Superfund Site.

     Parties Stipulate on East Helena Site-related Matters

The Environmental Protection Agency of Region 8 expects to issue
a final Record of Decision for the remediation of the East
Helena, Montana Superfund Site on or before September 30, 2007.

The ROD will identify the remedial action that the federal
government has selected for the East Helena Site and will
describe, among other things, what level of lead contamination
will require remedial response and the approach that will be
required regarding contaminated undeveloped properties.

As the ROD will identify the remedial action that the federal
government has selected for the East Helena Site, the issuance of
the ROD will have a material impact on the analysis and
estimation of the federal and state governments' future cost
claims at the Site and settlement negotiations regarding those
claims.

ASARCO, the U.S. Government and the state of Montana agree that
issuance of an ROD in late September makes it impractical and
inefficient to exchange expert reports regarding the federal and
state governments' claims at the East Helena Site before late
September and makes it extremely difficult to meaningfully
prepare for a hearing in late September or early October.

The parties further agree that it is impractical and inefficient
to exchange expert reports regarding Montana's claim for natural
resource damages until after a reasonable amount of time after
Montana provides sufficient specific information regarding the
NRD claims.

Accordingly, in a Court-approved stipulation, the parties agree
to amend the case management order for the claims relating to the
East Helena Site that initial expert reports and designation of
documents as to response cost claims must be filed 10 days after
issuance of the ROD but not later than October 10, 2007.

The remaining schedule as to the response cost claims is:

  October 1 to
  November 2, 2007        -- Discovery Period and expert
                             depositions

  October 26, 2007        -- Rebuttal Experts

  September 10, 2007      -- Agreement for structure of
                             mediation

  November 2, 2007        -- Exchange of Witness Exhibit Lists
                          -- Pre-trial briefs, Motions and
                             Objections

  November 6, 2007        -- Response Briefs
                          -- Deadline for Submission of Written
                             Testimony

  November 9, 2007        -- Pre-Trial Conference

  November 12, 2007       -- Hearing

As to Montana's NRD Claim, the parties set this schedule:

  July 11, 2007           -- Montana's Production of NRD
                             Information

  August 3, 2007          -- Initial Expert Reports
                          -- Designation of Documents

  To be determined        -- Discovery Period and expert
                             depositions

  To be determined        -- Rebuttal Experts

  September 10, 2007      -- Agreement for structure of
                             Mediation

  November 2, 2007        -- Exchange of Witness/Exhibit Lists
                          -- Pre-trial briefs, Motions and
                             Objections

  November 6, 2007        -- Response Briefs
                          -- Deadline for Submission of Written
                             Testimony

  November 9, 2007        -- Pre-Trial Conference

  November 16, 2007       -- Hearing

                         *     *     *

Judge Schmidt authorizes Atlantic Richfield Company, ARCO
Environmental Remediation, LLC, and BP America, Inc., to file
amended proofs of claim to describe with greater particularity
the Debtors' liability to the BP Claimants at the
Sweetwater/Ozark Mine.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Wants to Expand Scope of Alvarez & Marsal's Employment
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Southern District of Texas to expand
Alvarez & Marsal North America, LLC's employment, for an interim
period not to exceed six months, to include ordinary accounting
functions.

Alvarez & Marsal will provide supervision and assistance to
ASARCO with respect to:

  (a) closing ASARCO's books on a monthly basis and continuing
      to improve relevant processes;

  (b) coordinating and providing information to the audits in
      completing the 2005 and 2006 external audits;

  (c) assisting in the preparation of the monthly operating
      reports and related financial statements and analysis; and

  (d) identifying, prioritizing and completing other accounting
      initiatives that arise from time to time to improve daily
      transaction processing, controls and reporting.

ASARCO expects that the Accounting Services will be necessary for
a period of three months, from June 1, 2007, to Aug. 31, 2007,
or within the sole direction of ASARCO's management and Board of
Directors, will be extended for up to an additional three-month
period, if needed.

ASARCO notes that the three-month period in which it requires'
Alvarez & Marsal's Accounting Services might be reduced if
permanent employees to perform those roles are employed and
trained in a shorter period of time.

ASARCO will pay Alvarez & Marsal a flat fee of $125,000 per month
for the firm's contemplated Accounting Services, plus expenses to
be billed at cost.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


BABAJANI & MAMA: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Babajani & Mama, L.L.C.
        dba Red Roof Inn/Queensbury
        931 State Route 9
        Queensbury, NY 12804

Bankruptcy Case No.: 07-11712

Type of Business: The Debtor owns and operates a Red Roof Inn in
                  Queensbury, New York.  See
                  http://www.redroof.com/

Chapter 11 Petition Date: June 18, 2007

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ, L.L.P.
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333

Total Assets: $5,184,101

Total Debts:  $4,336,798

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Mavis Latif                                          $550,000
24 Twickwood Lane
Queensbury, NY 12804

Bank of America                                       $328,455
860 P.O. Box 535310
Atlanta, GA 30353-5310

All Phase Electric                                    $180,000
860 State Route 9N
Ticonderoga, NY 12883

Bank of America                                        $38,414
Wilmington, DE

Gould's Landscaping                                    $22,000

Guest Supply                                           $21,587

Borgos & Del Signore,       attorney's fees            $19,507
P.C.

Goodman Company                                        $15,972

Mannington G.E. Credit Card                            $14,932

Marlin Leasing (Gauch)                                 $10,014

Mountain Telecom                                        $8,135

A.D.T. Security Service,                                $8,000
Inc.

CitiFinancial Credit Card                               $7,834

Resnick's                                               $7,939

National Grid                                           $7,641

T.K. Flaherty Associates                                $7,000

Couse & Sons                                            $6,237

Time Warner Cable                                       $5,000


BEST MANUFACTURING: Chap. 7 Trustee Hires Becker Meisel as Counsel
------------------------------------------------------------------
Stacey L. Meisel, Esq., the Chapter 7 Trustee appointed in Best
Manufacturing Group LLC and its debtor-affiliates' liquidation
proceedings, obtained permission from the U.S. Bankruptcy Court
for District of New Jersey to employ Becker Meisel LLC as her
counsel.

As reported in the Troubled Company Reporter on May 30, 2007,
Becker Meisel is expected to:

   a) provide legal assistance in reviewing liens, claims,
      matters involving the use and sale of property,
      investigation into assets and liabilities of the Debtors;
      and

   b) assist the Trustee in the administration of the estate's
      assets.

Ms. Meisel, a partner at Becker Meisel LLC, tells the court of the
firm's professional hourly rates:

      Designation                          Hourly Rate
      -----------                          -----------
      Partners                             $250 - $450
      Associates                           $160 - $250
      Paralegals and law clerks             $75 - $125

Ms. Meisel assured the Court that the firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Ms. Meisel can be reached at:

          Becker Meisel LLC
          No. 354 Eisenhower Parkway,
          Livingston, NJ 07039
          Tel: (973) 422-1100

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.

The company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).  
The case was converted to Chapter 7 on May 3, 2007.

Stacey L. Meisel was appointed as Chapter 7 Trustee on
May 4, 2007.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., represents the Debtors.  Scott L. Hazan,
Esq., at Otterbourg, Steindler, Houston & Rosen, and Brian L.
Baker, Esq., and Stephen B. Ravin, Esq., at Ravin Greenberg PC,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


BEST MANUFACTURING: Chapter 7 Trustee Hires Weiser as Accountant
----------------------------------------------------------------
The United States Bankruptcy Court for the District of New
Jersey gave Miss Stacey L. Meisel, the Chapter 7 Trustee appointed
in Best Manufacturing Group LLC and its debtor-affiliates'
liquidation proceedings, authority to employ Weiser LLP as her
accountant.

The Trustee tells the Court that it selected the firm because of
the its considerable accounting experience and knowledge in the
area of insolvency accounting.

As accountant for the trustee, the firm is expected to perform
general accounting functions relating to the books and records
of the Debtor, including but not limited to, investigation of
possible preferences, fraudulent conveyances, preparation of
tax returns and assisting the Chapter 7 Trustee and her counsel
as may be appropriate.

The Trustee discloses the firm's professionals hourly billing
rates:

        Professional             Hourly Rate
        ------------             -----------
        Partners/Directors       $312 - $475
        Senior Managers          $264 - $312
        Managers                 $204 - $264
        Seniors                  $168 - $204
        Assistants               $108 - $132
        Paraprofessionals         $72 - $132

In addition, Weiser will also receive reimbursement for reasonable
out-of-pocket expenses in connection with its services.

James Horgan, a partner at Weiser LLP CPA's, tells the Court
that the firm and its professionals does not hold or represent
any interest adverse to the Debtor or its estate and is a
"disinterested" person as that term is defined under
Section 101(14) of the Bankruptcy Code

Mr. Horgan can be reached at:

          James Horgan
          Certified Public Accountant
          Weiser LLP
          399 Thornall Street
          Edison, New Jersey 08837
          Tel: (732) 549-2800
          Fax: (732) 549-2898
          http://www.mrweiser.com/

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.

The company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).  
The case was converted to Chapter 7 on May 3, 2007.

Stacey L. Meisel was appointed as Chapter 7 Trustee on
May 4, 2007.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., represents the Debtors.  Scott L. Hazan,
Esq., at Otterbourg, Steindler, Houston & Rosen, and Brian L.
Baker, Esq., and Stephen B. Ravin, Esq., at Ravin Greenberg PC,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


BICENT POWER: Moody's Rates $480 Million 1st-Lien Loan at (P)Ba3
----------------------------------------------------------------
Moody's Investors Service has assigned a provisional rating of
(P)Ba3 to Bicent Power LLC's $480 million first lien credit
facilities and a provisional rating of (P)B1 to Bicent's
$130 million 7.5-year second lien term loan.

The first lien credit facilities include a $330 million 7-year
term loan, a $30 million 5-year revolver, and a $120 million 5-
year letter of credit facility.  The ratings carry a stable
outlook.

Proceeds of the term loans will be used along with $180 million in
equity to finance the acquisition of Centennial Power Inc. and
Colorado Energy Management LLC from MDU Resources Group Inc.

CPI is a portfolio of six electric power generating facilities
with an aggregate capacity of 603 MW consisting of a 120 MW coal
unit located in Montana, a 67 MW wind project in California, three
gas-fired combustion turbines in Colorado and one in California,
and a 50% interest in a CT in Georgia.  CEM is a provider of power
plant EPC, refurbishment, and O&M services to CPI and other
customers since the mid-1980s.  The facilities are secured by a
first and second priority lien respectively on all of the
company's assets including the facilities and collateral accounts,
rights to all revenues and distributions, its interests in the
project agreements, and 100% of its capital stock.  These
provisional ratings are based upon Moody's current understanding
of the proposed terms and conditions of the transactions and are
subject to our receipt and review of final documentation.

The ratings reflect the highly contracted nature of the company's
cash flows during the term of the loans, which provides stability
and predictability to its projected financial operations.  This is
offset by refinancing risk associated with the high degree of
expected leverage at loan maturity notwithstanding the 100% cash
sweep, coupled with the expiration of the most significant
contract shortly thereafter, which could expose takeout lenders to
substantial merchant risk.

The rating considers these credit strengths:

    - Stable and predictable cash flows generated under long-term
      unit contingent fixed price power purchase and tolling
      agreements and hedges expected to account for over 90% of
      the portfolio's EBITDA on average and to provide average
      contracted debt service coverage of 1.33x through the term
      of the credit facilities.

    - All five current power purchase and tolling agreement
      counterparties are investment grade, with a weighted average
      rating of A2.

    - Operational and geographic diversity provided by six plants
      operating within four distinct markets.

    - Fuel and dispatch curve diversity.

    - Tolling agreements at gas-fired facilities help mitigate
      fuel price risk.

    - Minimal project level debt.

    - Strong project finance structural protections, including:

       * A 100% cash sweep for both the 1st and 2nd term loans;

       * A six month debt service reserve provided by a letter of
         credit for both the 1st and 2nd lien term loans;

       * $20 million cash-funded operating reserve;

       * Independently-administered waterfall of accounts;

       * Mandatory pre-payment of debt from all proceeds of debt
         issuances as well as asset sales (with limited
         exceptions).

    - Sound historical operating performance of most facilities
      supported by commercially proven technology.

    - Experienced management and operating teams.

Moody's has also identified these credit risk and weaknesses:

    - High leverage reflected in modest financial metrics.

    - Refinancing risk -- 60% of initial par amount remains
      outstanding and consolidated FFO/Debt is less than 10% at
      maturity of term loans, one year after which the power
      purchase agreement for the most significant asset expires,
      reducing the level of contracted EBITDA to 23%.

    - Additional super holdco PIK debt, which accretes to
      $127 million by its 2015 maturity, could increase
      refinancing risk for the opco term loans.

    - Portfolio diversification notwithstanding, there remains
      some resource concentration, with the Hardin project
      contributing 40% of project EBITDA.  Hardin has a very
      limited operating history.  Furthermore, its significant
      reliance on used and refurbished equipment could result in
      unforeseen operating and maintenance challenges resulting in
      cost increases going forward.

    - Expiration of coal supply and transportation agreement for
      the Hardin during 2010 and Mountainview LTSA in 2013 could
      result in operating and maintenance cost increases.

    - Basis risk under 2011 to 2015 energy hedge with Barclays for
      Hardin between Mid-C index and Northwestern System.

Bicent Power LLC is an independent power generation company
headquartered in Easton, Maryland.  It is owned by Beowulf Energy
LLC and Natural Gas Partners.


BICENT POWER: S&P Rates New $480 Million Loans at BB-
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating to Bicent Power LLC's $330 million first-lien senior
secured term loan B due 2014, as well as the $120 million secured
LOC facility and $30 million secured revolving credit agreement,
which both expire in 2012.

At the same time, Standard & Poor's assigned its preliminary 'B-'
rating to the company's $130 million second-lien senior secured
term loan C due 2014.  The outlook is stable.

The recovery rating is a '2' on the first-lien term loan,
indicating the expectation for substantial (70% to 90%) recovery
of principal if a payment default occurs, and a '6' on the second-
lien term loan, indicating the expectation for negligible (0% to
10%) recovery.  The preliminary ratings are subject to review of
final documentation.  The outlook is stable.

Bicent Power is a special-purpose, bankruptcy-remote operating
company formed to acquire independent power producer Centennial
Power Inc. and power plant operations and construction firm,
Colorado Energy Management LLC.  Both targets are indirectly
wholly-owned subsidiaries of MDU Resources Group Inc.

The preliminary rating assumes that Bicent Power meets S&P's
criteria for special-purpose entities, including the provision of
an independent director and a nonconsolidation opinion.

Centennial Power Inc. owns a power generation portfolio consisting
of one coal facility (120 MW), one wind project (67 MW), one
combined-cycle unit (138 MW), and three gas-fired projects (278
MW) distributed among five sites in Montana, California, Colorado,
and Georgia.

The high degree of contracted cash flows over the medium term
supports a stable outlook.  The rating or outlook could be lowered
if the terms of the extended or new long-term power sales
agreements are weak or of a materially shorter duration than
expected.  Operating performance difficulties at one or more
assets could also pressure the ratings if operating cash flows are
materially impaired, although such difficulties are not
anticipated.


BIOPURE CORP: Posts $6.2 Million Net Loss in Qtr. Ended April 30
----------------------------------------------------------------
Biopure Corporation reported a net loss of $6.2 million for the
second quarter ended April 30, 2007, compared with a net loss of
$7.1 million for the corresponding period in 2006.

Total revenues for the second quarter of 2007 were $619,000,
including $500,000 from sales of the company's veterinary product
Oxyglobin(R) and $113,000 from past congressional appropriations
administered by the U.S. Army.  The Army payments reimburse
Biopure for certain trauma development expenses for Hemopure(R).
Total revenues for the same period in 2006 were $411,000,
including $327,000 from Oxyglobin sales and $81,000 from Army
payments.  Oxyglobin revenues increased during the second fiscal
quarter of 2007 compared to 2006 due to higher unit sales and a
higher average selling price.

Cost of revenues was $2.8 million for the second quarter of fiscal
2007, compared to $3.3 million for the same period in 2006.  Cost
of revenues includes costs of both Oxyglobin and Hemopure.  During
the second fiscal quarter of 2006 the company recorded a $721,000
write-down of inventory for which there is no comparable expense
in 2007.

Research and development expenses were $1.9 million for the second
quarters of fiscal 2007 and 2006.  Salary expenses and spending on
preclinical studies increased during the second quarter of fiscal
2007 compared to the same period in 2006, offset by decreases in
outside services expenses.

Sales and marketing expenses increased to $366,000 for the second
quarter of fiscal 2007, from $155,000 for the same period in 2006.
The increase is due to expenses related to a U.K. medical advisory
board meeting for Hemopure.

General and administrative expenses were $2.0 million for the
second quarter of fiscal 2007 compared to $2.3 million for the
corresponding period in 2006, due mostly to lower insurance
premiums and consulting expenses.

At April 30, 2007, Biopure had $11.5 million in cash on hand.

At April 30, 2007, the company's consolidated balance sheet showed
$36,910,000 in total assets, $4,345,000 in total liabilities, and
$32,565,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?2109

                       Going Concern Doubt

Ernst & Young, in Boston, Massachusetts, expressed substantial
doubt about Biopure Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Oct. 31, 2006, and 2005,  The auditing firm
pointed to the company's recurring losses from operations and lack
of sufficient funds to sustain its operations through the end of
fiscal 2007.

                    About Biopure Corporation

Biopure Corporation (NasdaqCM: BPUR) -- http://www.biopure.com/--  
develops, manufactures and markets pharmaceuticals, called oxygen
therapeutics, that are intravenously administered to deliver
oxygen to the body's tissues.  Hemopure(R) is approved for sale in
South Africa for the treatment of surgical patients who are
acutely anemic.  Biopure has applied in the United Kingdom for
regulatory approval of a proposed orthopedic surgical anemia
indication.  The company is developing Hemopure for a potential
indication in cardiovascular ischemia, in addition to supporting
the U.S. Navy's government- funded efforts to develop a potential
out-of-hospital trauma indication.  Biopure's veterinary product
Oxyglobin(R) is indicated for the treatment of anemia in dogs.


BLUE RIDGE: Rank Group Deal Prompts S&P's Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Blue
Ridge Paper Products Inc., including the 'B-' corporate credit
rating, on CreditWatch with positive implications.

"The CreditWatch listing followed the company's announcement that
it will be acquired by New Zealand-based The Rank Group (unrated),
for about $338 million," said Standard & Poor's credit analyst
Andy Sookram.

Blue Ridge had debt of about $235 million at March 31, 2007.

While the transaction has received the required approval of the
holders of a majority of the common stock of Blue Ridge Paper, it
is still subject to regulatory approval.

"Although we do not have sufficient information about the
transaction financing at this time, we believe a sale of the
company to The Rank Group could be positive for credit quality,"
Mr. Sookram said.

In addition, Blue Ridge's credit measures over the past two
quarters have improved meaningfully, reflecting higher prices and
volumes.  As a result, debt to EBITDA improved to 5.5x at March
31, 2007, from 11.5x at Sept. 30, 2006.

Standard & Poor's will resolve the CreditWatch when transaction
details are available.


BOMBARDIER RECREATIONAL: S&P Rates $1.15 Billion Loan at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating, with a recovery rating of '3', to Bombardier Recreational
Products Inc.'s proposed $1.15 billion term loan B facility,
indicating the expectation of a meaningful recovery of principal
(50%-70%) in a payment default scenario.

The bank loan rating is based on preliminary terms and conditions
and is subject to review once S&P receives full documentation.  

Proceeds from the new facility will be used to pay a substantial
special distribution to shareholders and refinance the company's
existing debt.

At the same time, Standard & Poor's affirmed its ratings on
recreational products manufacturer BRP, including the 'B+' long-
term corporate credit rating on the company.  The outlook is
negative.

"The affirmation follows BRP's decision to raise additional debt
to pay shareholders a substantial dividend later this year, which
will result in a weakening of the company's financial risk profile
and credit protection measures," said Standard & Poor's credit
analyst Lori Harris.  Pro forma for the transaction, adjusted debt
to EBITDA will be about 4x based on projected EBITDA for fiscal
2008 (ending Jan. 31).

The ratings on BRP reflect the company's high debt leverage,
volatile demand for its core products, seasonal operating profits,
and intense competition.  These factors are partially offset by
the company's solid market position, brand equity, well-
established dealer network, and the stable margins and revenues of
the parts and accessories component of the business.

The negative outlook reflects the company's highly leveraged
financial risk profile, including BRP's weak financial flexibility
to handle unforeseen events such as an economic downturn, poor
weather conditions, or unfavorable foreign exchange conditions,
given its heavy debt load.  S&P could lower the ratings if the
company does not improve credit metrics on a sustainable basis in
the medium term.  On the other hand, S&P could revise the outlook
to stable if the company reduces leverage and demonstrates a
sustained improvement in margins.


BOWATER INC: To Discuss Abitibi Merger on July 26 Annual Meeting
----------------------------------------------------------------
Abitibi-Consolidated Inc. and Bowater Incorporated will hold a
meeting of its shareholders on July 26, 2007, in order for
shareholders to vote on the companies' proposed combination.  The
Quebec Superior Court has granted an interim order approving the
holding of the special meeting of Abitibi-Consolidated
shareholders.

The special meeting of Abitibi-Consolidated shareholders will be
held at the Windsor, Salon Windsor, 1170 Peel Street in Montreal,
Quebec, at 10:00 a.m., Eastern Time on July 26, 2007.  

Shareholders of record at the close of business on June 20, 2007,
will be entitled to receive notice of and vote at the Abitibi-
Consolidated meeting.

The annual meeting of Bowater stockholders will be held in the
Peachtree Auditorium of the Bank of America Plaza, 600 Peachtree
Street Northeast in Atlanta, Georgia, at 10:00 a.m., Eastern Time
on  July 26, 2007.  Stockholders of record at the close of
business on June 8, 2007, will be entitled to receive notice of
and vote at the Bowater meeting.

In connection with the proposed combination of Abitibi-
Consolidated and Bowater, Bowater Canada Inc., an exchangeable
share Canadian public subsidiary of Bowater, will also hold a
special meeting of its shareholders in order to approve certain
amendments to Bowater Canada's articles required to facilitate and
implement the combination.  The special meeting of Bowater Canada
shareholders will be held on July 25, 2007, at Fairmont The Queen
Elizabeth Hotel, Salon St-Laurent, 900 Boulevard Rene-Levesque
West, Montreal, Quebec, at 9:30 a.m., Eastern Time.  Shareholders
of record at the close of business on June 20, 2007, will be
entitled to receive notice of and vote at the Bowater Canada
meeting.

For Abitibi-Consolidated, the combination requires the affirmative
vote of not less than two-thirds of the votes cast at the Abitibi-
Consolidated special meeting by holders of Abitibi-Consolidated
common shares present or represented by proxy at the special
meeting. For Bowater, the combination requires the affirmative
vote of a majority of the total voting power of all outstanding
shares of Bowater common stock and Bowater special voting stock,
representing Bowater Canada exchangeable shares, entitled to vote
at the Bowater meeting, voting together as a single class.

The combined company, which will be called AbitibiBowater Inc.,
will be the third largest publicly traded paper and forest
products company in North America and the eight largest in the
world.  AbitibiBowater will own or operate 32 pulp and paper
facilities and 35 wood product facilities located mainly in
Eastern Canada and the Southeastern U.S.  It will also be among
the world's largest recyclers of newspapers and magazines.

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--    
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is among the largest
recyclers of newspapers and magazines in North America, diverting
annually approximately 1.9 million tonnes of waste paper from
landfills.  It also ranks first in Canada in terms of total
certified woodlands.

                    About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/
-- produces coated and specialty papers and newsprint.  In
addition, the company sells bleached market pulp and lumber
products.  Bowater has 12 pulp and paper mills in the United
States, Canada, and South Korea.  In North America, it also owns
two converting facilities and 10 sawmills.  Bowater's operations
are supported by approximately 835,000 acres of timberlands owned
or leased in the United States and Canada and 28 million acres of
timber cutting rights in Canada.  Bowater operates six recycling
plants and is one of the world's largest consumers of recycled
newspapers and magazines.


BOWATER INC: Weak Earnings Prompt S&P to Cut Credit Rating to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Greenville, South Carolina-based Bowater Inc., including its
corporate credit rating, to 'B' from 'B+'.  The outlook is
negative.

"The downgrade reflects our expectations for continued weak
earnings and cash flow stemming from difficult newsprint market
conditions, the rapid rise of the Canadian dollar, and ongoing
operating losses for lumber," said Standard & Poor's credit
analyst Pamela Rice.

Standard & Poor's had previously expected Bowater's credit
measures to improve modestly in 2007 as the company used asset-
sale proceeds to reduce debt and reduced costs to offset lower
prices.  However, industry supply discipline in North America has
not kept pace with demand declines, so prices remain under
pressure.

This rating action reflects the company's stand-alone credit
quality and does not factor in the uncertain outcome of its
proposed merger with Abitibi-Consolidated Inc., which still faces
significant regulatory and shareholder scrutiny.

"We could lower the ratings if the company is unable to strengthen
its earnings and cash flow with cost improvement efforts or if
market conditions worsen," Ms. Rice said.  "We could revise the
outlook to stable if Bowater is able to reduce debt beyond
expectations and market conditions stabilize."

Regulatory authorities and shareholders are still reviewing the
proposed merger with Abitibi, and the effect on the companies'
ratings is unclear.  The all-equity transaction will result in a
stronger competitive position and an improved cost profile for the
combined entity, but the steady decline in demand for its core
newsprint products and heavy debt burdens overshadow these
strengths.


BUFFALO COAL: Section 341(a) Creditor's Meeting Set for July 18
---------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of the
creditors of Buffalo Coal Company, Inc. and its debtor-affiliate,
United Energy Coal Inc. on July 18, 2007, at 10:00 a.m., at the
U.S. Bankruptcy Court for the North District of West Virginia
located at 324 West Main Street-Edel Building, Clarksburg, West
Virginia 26301.

This is the first meeting of the Debtors' creditors following a
conversion of their chapter 11 bankruptcy case to a chapter 7
liquidation proceeding, as granted by the Court on June 13, 2007.

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

                       About Buffalo Coal

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.V. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong, LLP, represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.

Barton Mining Company Inc., Buffalo Coal's affiliate originally
filed under chapter 7 on July 24, 2006, and was converted to a
case under chapter 11 on Aug. 8, 2006 (Bankr. N.D. W.V. Case No.
06-00625).  James R. Christie, Esq., at Clarksburg, West Virginia,
represents Barton Mining.


CALPINE CORP: Names Gary Germeroth as VP & Chief Risk Officer
-------------------------------------------------------------
Calpine Corporation disclosed that Gary Germeroth has been
named to lead Calpine's Risk Management function as the new
Executive Vice President and Chief Risk Officer.  In this
role, Mr. Germeroth is responsible for maintaining oversight
of Calpine's risk management framework and assuring that the
complex risks of the company are communicated and comprehended
throughout the organization.

Calpine Chief Executive Officer Robert P. May stated, "We
are pleased to have Gary join the management team as we build
the new Calpine.  He will ensure that Calpine's risk limits are
appropriate for the nature and complexity of our business by
overseeing four key Risk Management functions, including Market,
Credit, Business and Operational Risk Management."

Mr. Germeroth brings to Calpine more than 26 years of experience
in energy strategy and risk management, having directed a variety
of commercial strategy, enterprise risk management and corporate
restructuring projects for multiple companies.  He has led efforts
related to corporate governance, portfolio risk evaluation,
operational risk management, strategic options analysis,
management of portfolio capital requirements, organizational and
business process design, transaction settlement and financial
accounting.  He has most recently worked for PA Consulting Group
and its predecessor firm, Hagler Bailly Risk Advisors, since 1999.  

Prior to joining PA in 1999, Mr. Germeroth held a variety of
controllership, risk control and treasury positions at various
entities in his energy career.  He holds a bachelor of science
degree in finance from the University of Denver.

                    About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 51 Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or   
215/945-7000).

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CARDSYSTEMS SOLUTIONS: Files 2nd Amended Disclosure Statement
-------------------------------------------------------------
Cardsystems Solutions Inc. filed with the U.S. Bankruptcy Court
for the District of Arizona a Second Amended Disclosure Statement
explaining its Second Amended Chapter 11 Plan of Reorganization.

The Debtor reminds the Court that on May 22, 2005, it discovered
that some cardholder data had been exported to an unfamiliar
server on the internet.  The Debtor immediately alerted Merrick
Bank, and the bank notified VISA and MasterCard about the
intrusion.

The Debtor explained to the Court that an unauthorized party
placed a script that exports information on its platform through
internet-facing application used by the Debtor's customers to
access information.

                      Overview of the Plan

The Debtor's Plan proposes to liquidate the claims of all
individuals and entities damaged by the Debtor's security
incident, including:

     a. all claims of Merrick and other banking institutions
        entitled to contractual damages and indemnity;

     b. all issuing and acquiring banks suffered fraud loss and
        other damages;

     c. all other individual suffered damage from the Debtor's
        security incident; and

     d. all card associations, including, VISA, MasterCard, AMEX,
        Diners and Discover.

The Plan will be funded by the Debtor's cash on hand; cash in
various escrow accounts; additional capital; collection of
receivables; recovery on litigation claims; recovery from
insurance policies; recovery of avoidable transfers; and
proceeds from the sale of the Debtor's assets.

                        Treatment of Claims

Under the Plan, Administrative Expenses, Priority Wage, Priority
Tax and General Unsecured claims will be paid on a pro rata basis,
as funds are available.

Infusion Claims will be paid in full plus interest at 10% per
annum.

Equity Interest holders, if any, will also be paid on a pro rata
basis, according to the holders contractual priority.

                      Claims of Merrick Bank

In the event the bank agrees in favor of the Debtor's Plan, its
claims will be treated in this manner:

   i. Merrick's Proof of Claim 177, amounting $14,786,049, will
      be allowed.

  ii. Merrick's unliquidated claim assigned 176 will be
      disallowed.

  iii. In satisfaction of claim 177, Merrick's recovery will be
       limited to $14,750.  Funding for the payment of the first
       $10 million will be:

       a. $5.1 million -- Merrick will retain the principal amount
          of $5.1 million and any accrued interest thereon made by
          the Debtor to Merrick in connection with the December
          2005 Letter Agreement between Merrick and the Debtor.

       b. $1,216,195 -- Merrick shall retain the principal amount     
          of $1,216,195 and any accrued interest thereon released
          to Merrick from the deposit escrow account at JPMorgan
          Chase that was established and funded pursuant to the
          terms of the Letter Agreement.

       c. $3,683,805 -- Merrick will receive upon the Effective
          Date of the Plan the principal amount of $3,683,805
          without any accrued interest from the escrowed monies
          on deposit with Chase.

   iv. Funding for the payment of the remaining principal amount
       without interest of $4.75 million will be:

       a. Merrick shall have first priority on the first
          $4.75 million distributed by the Claims Trustee from
          the net proceeds of claims filed by the Trust against
          the Debtor's insurance policies.

       b. In the event Merrick does not receive the full
          $4.75 million from the Claims Trust within three years  
          after the Effective Date, Merrick will be entitled to
          receive any shortfall -- up to $3.5 million -- from      
          contributions made by the Debtor's equity security
          holders, or from the proceeds of the Estate's PayByTouch
          stock.  The $3.5 million or any smaller remaining
          balance due Merrick after distribution from the Claims
          Trust, would be due on the earlier of the third
          anniversary of Plan confirmation or as the time as any
          of the Estate's interest in the Solidus stock is
          monetized.

    v. The Debtor will use its best efforts to eliminate or
       mitigate the liability of Merrick, VISA or MasterCard from
       the Parke litigation claims.  This will be done through the
       Debtor's Plan and claims litigation, and will estimate for
       voting purposes the Parke claims.  The Plan will further
       provide for a channeling injunction such that all claims
       against the Debtor, Merrick, VISA and MasterCard would be
       directed to the fund established by the Plan for the
       satisfaction of claims.

       Any party, including Merrick, who wishes to be protected
       by channeling injunction will be required to make a
       contribution to the Fund in an amount to be determined
       appropriate by the United States Bankruptcy Court in
       consideration for the protections afforded by the
       channeling injunction.

       If no "Fund" is created and non channeling injunction is
       ordered by the Bankruptcy Court, then any liability to the
       Parke claimants of Merrick, VISA or MasterCard to the Parke
       claimants will be borne solely by those parties, which will
       have no further indemnification rights against the Estate
       or its assets, except for $100,000 in the event Merrick is
       held liable to the Parke plaintiffs in any forum.
  
       In such instance, the Debtor's Estate would indemnify
       Merrick for damages up to $100,000.

   vi. All claims of the estate against VISA and MasterCard will
       be assigned to Merrick upon the confirmation of the Plan.

  vii. To the extent that there is a shortfall in the amount paid
       to Merrick up to $14.75 million, and after payments from  
       the Claims Trust and the proceeds of the Estate's
       PayByTouch stock, Merrick will share, on a pro rata basis
       with other recoveries made by the Claims Trust from
       liquidation of other Estate assets or proceeds from
       avoidance litigation or settlements.

viii. The action brought in Maryland by Merrick against the
       Debtor will be dismissed with prejudice, each side to bear
       its own fees, costs and expenses.

In the event that Merrick does not agrees to the Debtor's Plan,
its claim will be treated in this manner:

    i. The Debtor will object to the Merrick claims.  Merrick will
       be required to establish the allowed amount of its claim.

   ii. The Estate will retain all avoidance claims against Merrick        
       Bank.

  iii. To the extent Merrick is determined to have a secured
       claim, its collateral will be abandoned to it on the later
       of: the Effective Date of the Plan, or the date on which
       there is a final order allowing Merrick's secured claim.

   iv. Any allowed unsecured claims of Merrick will be treated as      
       a general unsecured claim.

    v. The Debtor will retain all of its claims against VISA and
       MasterCard.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc.
-- http://www.cardsystems.com/-- was acquired by Pay By Touch     
Payment Solutions, LLC -- http://www.paybytouch.com/-- a     
biometric authentication, loyalty, membership, payment and other
electronic transaction solutions provider.  The Company filed for
bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No.
06-00515).  Frederick J. Petersen, Esq., Michael McGrath, Esq.,
and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for bankruptcy protection,
it disclosed assets amounting to $13,087,515 and debts totaling
$23,860,343.


CATALYST PAPER: Cost Pressures Cues S&P to Revise Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Vancouver, British Columbia-based Catalyst Paper Corp. to negative
from stable.  The ratings, including the 'B+' long-term corporate
credit rating on the company, remain unchanged.

"The outlook revision stems from our expectation that Catalyst's
profitability and cash flow will decline through 2007 because of
weak industry conditions and cost pressures," said Standard &
Poor's credit analyst Donald Marleau.  "After improving its credit
metrics in 2005 and 2006, the company's profitability should be
weak in 2007 because of the compounding effects of lower paper
prices, higher fiber costs, a stronger Canadian dollar, and non-
recurring restructuring charges," Mr. Marleau added.

The ratings reflect Catalyst's high debt leverage and exposure to
the declining North American newsprint market and the cyclical
specialty papers and pulp business.  These risks are partially
offset by its strong market position in newsprint and specialty
groundwood papers along the west coast of North America and its
improving productivity.

The outlook is negative.

The ratings on Catalyst might be lowered if it is unable to
reverse the profitability decline brought about by weaker prices
for newsprint, pressure on fiber costs, and a continued strong
Canadian dollar.  Furthermore, the company faces some near-term
operating risk as it reduces its workforce, while a possible
strike by logging and sawmill workers in coastal British Columbia
could hurt Catalyst by reducing wood chip availability and further
increasing fiber costs.  To return to a stable outlook, Catalyst
must demonstrate sustained improvement in operating profit and
cash flow generation, in addition to reducing leverage.


CBRL GROUP: Completes 500,000 Share Repurchase Plan
---------------------------------------------------
CBRL Group Inc. repurchased 178,919 of the 276,123 shares
initially issued upon conversion as a part of a 500,000 share
Rule 10b5-1 repurchase plan and completed that 500,000 share
repurchase on June 15, 2007.

The 500,000 shares that CBRL Group completely repurchased on
June 15 included 321,800 shares that remain of the company's
initial repurchase plan for 821,800 shares, of which
500,000 shares were repurchased on June 8, 2007.

Holders of the company's convertible notes with about $421 million
principal amount out of an aggregate of about $422 million
principal amount outstanding had elected to convert those notes
rather than have them redeemed.  The conversion resulted in the
issuance of 276,123 shares of the company's stock on June 5, 2007,
and an additional 119,652 shares this week based upon ten-day
averaging periods that ended June 15, 2007.

The company has in place another 10b5-1 plan effective June 18,
2007, and continue until all shares issued as a result of the
conversion of the notes have been purchased.  That plan, which is
subject to price, market, volume and timing constraints specified
in the plan, covers an aggregate of 216,856 shares, including the
119,652 issued this week and the 97,204 shares that remain from
the initial 276,123 issued pursuant to the conversions.

The company expects that this 216,856 share repurchase will be
completed this week.  Upon completion of that share repurchase
plan, the company expects to have about 23.6 million shares issued
and outstanding.  The note redemption and the various related
share repurchases are being funded through cash on hand and a draw
under the company's existing credit facility.

A 10b5-1 plan allows the company to repurchase shares at times
when it would ordinarily not be in the market because of the
Company's trading policies or the possession of material non-
public information.

                         About CBRL Group

Based in Lebanon, Tennessee, CBRL Group, Inc. (NASDAQ: CBRL) --
http://www.cbrlgroup.com/-- presently operates 559 Cracker Barrel   
Old Country Store(R) restaurants and gift shops located in 41
states.


CBRL GROUP: Moody's Affirms Ratings & Revises Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of CBRL
Group, Inc. to negative from stable.

In addition, Moody's affirmed the company's Ba2 corporate family
rating and Ba2 senior secured rating (LGD3, 36%).

The outlook change to negative from stable reflects the continued
softness in CBRL's operating performance and what Moody's views as
the adoption of an increasingly aggressive financial policy
towards shareholder focused initiatives such as share repurchases.
Additionally, the actual application of proceeds from the
divestiture of Logan's Roadhouse, Inc., somewhat deviated from
Moody's previous expectations as the majority of the $385 million
of net proceeds were applied to share repurchases versus debt
repayment.  As a result, credit metrics are weaker than levels
Moody's had stipulated in April 2006 as conditions for revising
the outlook to negative.

"Notwithstanding Cracker Barrel's strong brand recognition and
loyal customer base in the casual dining segment, the company's
operating results continued to suffer from declines in guest
traffic as consumers made fewer trips due to in part high gasoline
prices," the rating agency said.  "Margin pressures from food-
related commodity inflation and labor costs have further dampened
cash flow generation.  Moody's expects that CBRL's operating
performance and credit metrics will remain weak over the next
twelve to eighteen months."

Moody's previous rating action on CBRL was in April 2006, when
Moody's downgraded CBRL's corporate family rating to Ba2 from Ba1,
citing significant weakening of credit metrics and a considerable
shift in operating strategy resulting from the company's proposed
$800 million debt-financed share repurchase initiative and planned
monetization of Logan's Roadhouse, Inc.

The Ba2 corporate family rating incorporates CBRL's strong brand
recognition, particularly with travelers, significant real estate
ownership, and steady cash flow generation which is aided by
modest capital expenditure requirements and moderate expansion
plans.  Factors constraining the ratings are: 1) the challenges in
restoring same store sales growth and margin improvement at the
Cracker Barrel Old Country Store (Cracker Barrel) concept in the
mature and highly competitive family dining category; 2) weak
credit metrics with Debt/EBITDA at 4.6x and free cash flow to debt
of 3%(incorporating Moody's analytical adjustments); and 3) an
increasingly aggressive financial policy with regard to
shareholder focused initiatives.

The ratings for the senior secured credit facilities reflect both
the overall probability of default of the company, to which
Moody's has assigned a PDR of Ba2, and a loss given default of
LGD3.  The borrowing under the credit facility will be the only
debt outstanding after the LYONS Notes were fully redeemed in June
2007.  The Ba2 rating of the credit facilities also reflects the
security of the stock pledge of all domestic subsidiaries in
addition to full guarantees of the same entities.

These ratings/assessments were affected by this action:

    * Corporate Family Rating affirmed at Ba2;

    * Rating outlook changed to negative from stable;

    * Probability-of-default rating affirmed at Ba2;

    * $725 million senior secured term loan A due 2013 affirmed at
      Ba2 (LGD-3, 36%);

    * $200 million senior secured delayed-draw term loan due 2013
      affirmed at Ba2 (LGD-3, 36%);

    * $250 million senior secured revolving credit facility due
      2011 affirmed at Ba2 (LGD-3, 36%)

Based in Lebanon, Tennessee, CBRL Group, Inc. (NASDAQ: CBRL) --
http://www.cbrlgroup.com/-- presently operates 559 Cracker Barrel    
Old Country Store(R) restaurants and gift shops located in 41
states.


COINMACH SERVICE: Babcock & Brown Deal Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Coinmach Service Corp. and its
operating subsidiary Coinmach Corp. on CreditWatch with negative
implications.

Plainview, New York-based CSC had total debt outstanding of about
$657 million at March 31, 2007.

The CreditWatch listing follows the announcement that CSC has
agreed to be acquired by Babcock & Brown Ltd., together with a
group of financiers, for $13.55 per share in cash including the
assumption of debt for a total transaction value of about
$1.3 billion.

"The rating action reflects our expectation that leverage for CSC
will increase after effecting the acquisition even though
financing details have yet to be disclosed," said Standard &
Poor's credit analyst Jean Stout.

To resolve the CreditWatch listing, Standard & Poor's will meet
with management to discuss financial policies and operating
strategies, and evaluate the ultimate financing and terms of this
going-private transaction.


DAIMLERCHRYSLER AG: Unit Launches Cash Tender Offer
---------------------------------------------------
DaimlerChrysler AG's subsidiary, DaimlerChrysler Company LLC has
commenced a cash tender offer to purchase any and all of the
outstanding Auburn Hills 12.375% Trust Guaranteed Exchangeable
Certificates due 2020 and any and all of the debentures due 2020
to be issued by the company on June 21, 2007, the date on which
all Certificates outstanding will be exchanged for an equal
principal amount of Debentures issued by the company.

There is currently a $225 million principal amount of the
Certificates outstanding.

The tender offer will expire at 5:00 p.m., New York City Time, on
July 13, 2007, unless extended.
    
The tender offer and consent solicitation were made in connection
with the Contribution Agreement entered into on May 14, 2007
between DaimlerChrysler AG, DaimlerChrysler North America Finance
Corporation, DaimlerChrysler Holding Corporation and an affiliate
of Cerberus Capital Management L.P.
    
In conjunction with the tender offer, the company is soliciting
consents from the holders of the Debentures to eliminate
substantially all restrictive covenants and certain other related
provisions in the indenture governing the Debentures.  The
Proposed Amendments can be adopted with the consent of not less
than 66-2/3% in the aggregate principal amount of the outstanding
Debentures.
    
The tender offer and consent solicitation were made pursuant to an
offer to purchase and consent solicitation statement dated
June 15, 2007, and related consent and letter of transmittal.  

As described in more detail in the Offer to Purchase, the total
purchase price for each $1,000 principal amount of Certificates
or, alternatively, for each $1,000 principal amount of Debentures
issued in connection with the exchange of such holder's
Certificate, validly tendered and accepted for purchase by the
company will be calculated on July 11, 2007, based upon a fixed
spread of 20 basis points over the 4.50% Treasury due May 15,
2017.  The foregoing purchase price for the Certificates and
Debentures includes a consent payment equal to $35 per $1,000
principal amount of Certificates tendered.

Holders must validly tender their Certificates and Debentures on
or before 5:00 p.m., New York City Time, on June 28, 2007, unless
extended to be eligible to receive the applicable total purchase
price, which includes the applicable consent payment.  Holders who
validly tender their Certificates and Debentures after the Consent
Payment Deadline but before the Expiration Date will only be
eligible to receive an amount equal to the total purchase price
minus the consent payment.  Additionally, holders whose
Certificates and Debentures are purchased pursuant to the tender
offers will receive any accrued but unpaid interest up to, but not
including, the payment date for Certificates and Debentures
purchased pursuant to the tender offer.
    
A Holder of a Certificate that tenders Certificates in the tender
offers shall automatically be deemed to have tendered the
Debenture into which such Certificates will be exchanged on the
Exchange Date.  Holders may not deliver a consent in the consent
solicitation without tendering the related Certificates or
Debentures in the tender offer and may not revoke such consents
without withdrawing the previously tendered Certificates or
Debentures.  Certificates and Debentures may not be withdrawn, nor
may Consents be revoked, after the Consent Payment Deadline.
Holders who validly tender their Certificates and Debentures in
the tender offer shall be deemed to have delivered their consents
to the Proposed Amendments by such tender with respect to the
entire principal amount of Certificates and Debentures tendered in
the tender offer by such holder.
    
Consummation of the tender offer and consent solicitation, and
payment of the tender offer consideration and consent payment, are
subject to the satisfaction or waiver of various conditions, as
described in the Offer to Purchase, including the delivery of the
requisite consents to the Proposed Amendments. The company has
reserved the right to amend, extend, terminate, or waive any
conditions to the tender offer and consent solicitation at
anytime.
    
J.P. Morgan Securities Inc. is the sole Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation
and may be contacted at (866) 834-4666 (toll free) or (212)
834-4077 (collect).  Global Bondholder Services Corporation is the
Information Agent and the Depositary for the tender offer and the
consent solicitation and can be contacted at (866) 488- 1500 (toll
free) or (212) 430-3774 (collect).

                      About DaimlerChrysler AG

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

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

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

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

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


DAYTON SUPERIOR: Good Performance Prompts S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Dayton
Superior Corp., including its 'B-' corporate credit rating, on
CreditWatch with positive implications.

The company had total debt, fully adjusted for operating leases,
of $363 million at March 31, 2007.

"The CreditWatch listing reflects significant improvements in both
the company's operating performance and credit measures over the
past several quarters," said Standard & Poor's credit analyst Sean
McWhorter.  "These improvements are due to the combination of
aggressive cost controls, meaningful debt reduction as a result of
Dayton Superior's December 2006 IPO, and improvement in operating
income.  In addition, we expect good demand in the company's end
markets to provide an operating environment whereby credit
measures, specifically debt to EBITDA, will likely improve from
the current level, which was still a somewhat aggressive 5.6x at
March 31, 2007."

In resolving the CreditWatch listing, S&P will evaluate the
company's prospects for sustaining its recent operating
improvements.  S&P will also consider the company's financial and
operating strategies, its financial policies, and our outlook for
market conditions.


DEEP FIELD: March 31 Balance Sheet Upside-Down by $10.3 Million
---------------------------------------------------------------
Deep Field Technologies Inc. reported a net loss of $4,891,318 on
net revenues of $595,270 for the first quarter ended March 31,
2007, compared with a net loss of $815,790 on net revenues of
$421,325 for the same period ended March 31, 2006.

The increase in net revenues was primarily due to increase of cash
collections on repair services through the expansion of facilities
and market penetration, in accordance with management's plan.  

Gross loss for the three (3) months ended March 31, 2007, was
$118,775 compared with a gross loss of $99,324 for the same period
in 2006, an increase of $19,451 or 20%.  The increase was due to
revenues being recognized upon collection while the cost of
revenues was recorded as incurred.  

At March 31, 2007, the company's consolidated balance sheet showed
$4,475,924 in total assets and $14,783,300 in total liabilities,
resulting in a $10,307,376 total stockholders' deficit.

The company's consolidated financial statements for the quarter
ended March 31, 2007, also showed strained liquidity with
$1,970,584 in total current assets available to pay $14,783,300 in
total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2108

                       Going Concern Doubt

Stonefield Josephson Inc., in Hong Kong, expressed substantial
doubt about Deep Field Technologies Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's recurring losses from operations, negative cash
flows from operations, and net working capital deficit.

                          About Deep Field

Headquartered in Fort Myers, Florida, Deep Field Technologies Inc.
(OTC BB: DPFD.OB) through its 95% subsidiary, Beijing Sino-US
Beijing Jinche Yingang Auto Technological Services Ltd.
("AutoMart"), a cooperative joint venture organized under the laws
of The People's Republic of China, focuses on automobile after-
sales services, including maintenance and repairs, insurance,
parts sales, interior furnishings, care products, tires, and
windshields in the People's Republic of China.


DOLLAR THRIFTY: Completes $600MM Credit Facilities' Refinancing
---------------------------------------------------------------
Dollar Thrifty Automotive Group Inc. closed on $600 million in new
Senior Secured Credit Facilities to refinance its existing
$300 million Revolving Credit Facility, pay related fees and
expenses, reduce vehicle debt, and use for general corporate
purposes.  The new Senior Secured Credit Facilities include a $350
million Revolving Credit Facility and a $250 million Term Loan B.

The $350 million Revolving Credit Facility expires in June 2013
and will be used to provide working capital borrowings and letters
of credit.  The company uses letters of credit to support
insurance programs, asset backed vehicle financing programs and
airport concession and lease agreements.

The $250 million Term Loan, which will be funded immediately,
expires in June 2014 and will be used to repay asset backed debt,
thereby providing additional enhancement to the vehicle financing
facility.  The issuance of the Term Loan will allow the company
greater flexibility to finance vehicle purchases from non-
investment grade manufacturers and non-program vehicles.

The financial impact on 2007 earnings of entering into the new
Senior Secured Credit Facilities is estimated to be $0.11 per
diluted share based on the higher interest costs of the new debt
relative to the asset backed debt repaid, expensing unamortized
deferred financing fees from the retired revolver and certain
other fees.  The financial impact of the new Senior Secured Credit
Facilities was not included in the company's 2007 non-GAAP
earnings per diluted share guidance range of $2.50 to $2.90
provided on April 26, 2007.

Deutsche Bank Securities Inc. and The Bank of Nova Scotia arranged
a syndicate of lenders for the new Senior Secured Credit
Facilities.

               About Dollar Thrifty Automotive Group

Headquartered in Tulsa, Oklahoma, Dollar Thrifty Automotive Group,
Inc. (NYSE: DTG) -- http://www.dtag.com/-- is a car rental  
service company which operates in United States and Canadian
airport markets.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Moody's Investors Service assigned a B1 Corporate Family Rating to
Dollar Thrifty Automotive Group Inc. and a B1 rating to the
company's $600 million secured bank credit facility which
includes a $350 million revolving credit facility and a $250
million term loan.  The outlook is stable.


EDUCATE INC: Moody's Puts Corporate Credit Rating at B1
-------------------------------------------------------
Moody's Investors Service assigned definitive Ba3 and B3 ratings
respectively to the proposed first and second lien senior secured
credit facilities of Educate, Inc.

Concurrently, Moody's assigned a B1 Corporate Family Rating to
Educate.

On April 16, 2007, Moody's had assigned (P)Ba2 and (P)B3 ratings
respectively to the proposed first and second lien senior secured
credit facilities.  The downgrade of the first lien facilities
reflects the increase in the first lien term loan and
corresponding reduction in the second lien term loan since the
original proposed transaction and Moody's expectations of higher
loss-given-default for the first lien facilities under the final
capital structure.

The $200 million first lien term loan due 2012, along with the
$75 million second lien term loan due 2013 and about $240 million
of sponsor equity were used to purchase the equity of the company,
refinance existing debt and pay fees and expenses associated the
transaction.  The merger transaction received shareholder approval
on June 12, 2007 and closed on June 14.  The sponsors included
members of management, Sterling Capital Partners and Citigroup
Private Equity.  Concurrently with the acquisition, the company-
owned learning centers, products, Progressus and online businesses
were separately sold to the sponsors.  The company-owned learning
centers were sold in exchange for a $50 million unsecured note.

The ratings are supported by the divestiture of the company-owned
centers, the financial incentives inherent in a franchise model
and the resulting focus and inherent stability in Educate's
retained businesses.  The ratings are further supported by good
interest coverage for the rating category.  The ratings also
reflect the geographical diversity and stability of the company's
franchise revenues, strong market share, brand value, as well as
high operating margins and low maintenance capital expenditures.
On the Catapult Learning side, the company benefits from long-term
contractual relationships with school districts and individual
schools and the potential for further growth as public and non-
public schools continue to outsource certain activities.  The
ratings are constrained by the company's relatively high initial
leverage, the company's relatively small size, and the
competitiveness of the pre-kindergarten through 12th-grade
tutoring business, both from corporate providers and individual
teachers, which places constraints on pricing and system-wide
revenues.

The Ba3-ratings on the first lien credit facilities, which consist
of a $15 million revolver and $200 million first lien term loan B
reflect Moody's expectation of loss-given-default greater or equal
to 30% but less than 50%.  The borrower is Educate, Inc. and the
facilities are guaranteed by the parent and all material domestic
subsidiaries.

The B3-rating on the $75 million second lien term loan reflects
Moody's expectation of loss-given-default greater or equal to 70%
but less than 90%.  As for the first lien facilities, the borrower
is Educate Services, Inc., with parent and domestic subsidiary
guarantees.

Moody's took these rating actions:

Educate, Inc.:

    * Assigned B1 Corporate Family Rating.

    * Assigned B1 Probability of Default Rating;

    * Assigned Ba3 (LGD3, 32%) to $15 million senior secured
      revolving credit facility due 2012;

    * Assigned Ba3 (LGD3, 32%) to $200 million first lien term
      loan B due 2013;

    * Assigned B3 (LGD5, 83%) to $75 million second lien term loan
      due 2014.

The outlook for the ratings is stable.

Moody's also withdrew the existing ratings of Educate, Inc. and
related instrument ratings of Educate Operating Company, LLC
following the repayment of the debt on June 14, 2007, as:

    * The B1 rated Corporate Family Rating;

    * The B1 Probability of Default Rating;

    * The Ba3 (LGD2, 24%) $30 million senior secured revolving
      credit facility due 2009;

    * The Ba3 (LGD2, 24%) $159 million senior secured term loan B
      due 2012.

Headquartered in Baltimore, Maryland, Educate, Inc. (NASDAQ: EEEE)
-- http://www.educate-inc.com/-- is a leading pre-K-12 education  
company delivering supplemental education services and products to
students and their families.  Sylvan Learning, North America's
best-known and most trusted tutoring brand, operates the largest
network of tutoring centers, providing supplemental, remedial and
enrichment instruction.  Catapult Learning, its school partnership
business unit, is a leading provider of educational services to
public and non-public schools.  Its Educate Products business
delivers educational products including the highly regarded Hooked
on Phonics early reading, math and study skills programs.  In its
25-year history, Educate has provided trusted, personalized
instruction to millions of students improving their academic
achievement and helping them experience the joy of learning.


FORD MOTOR: No Results on Cerberus Talks for Premier Brands Sale
----------------------------------------------------------------
Talks between Ford Motor Company and Cerberus Capital Management
on the sale of Ford's Jaguar and Land Rover brands, were
inconclusive, Stephen Power of The Wall Street Journal reports
citing unnamed sources.

However, Ford is expecting the sale of its brands to take at least
a month, citing the sale of Aston Martin, which took six months to
sell, Mr. Powers writes.

As reported in the Troubled Company Reporter on June 13, 2007,
Ford employed help from investment banks including Goldman Sachs,
HSBC and Morgan Stanley to explore the sale of its two British
luxury brands.  The brands, Jaguar and Land Rover, lost $12.6
billion last year, instigating Ford to initiate a strategy
referred to as "Project Swift" within Ford, which is how Ford
wants the sale to be.

The two are part of Ford's Premier Automotive Group, including
Volvo, which, as previously reported was rumored to be on possible
sale.

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

                          *     *     *

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

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

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


FORD MOTOR: Distressed Supply Base Cues Missed Targets
------------------------------------------------------
Ford Motor Co. missed its material cost-cutting target
through May by 5%, blaming "distress in the supply
base," The Wall Street Journal said on its Web site
Monday, citing an internal report.

According to WSJ, to bring costs in line with its
forecast in coming months, the auto maker said it
plans to negotiate price reductions with suppliers.

In addition, the source says Ford continues to miss its
retail market-share goals.  Specifically, in May, the
company's retail share, excluding fleet sales, was 10%,
down 0.7 point from forecast due mainly to weakness
in truck sales.  

Earlier, Ford and Meridian Automotive Systems signed a
memorandum of understanding, outlining a framework for
the sale of Automotive Components Holdings' lighting
business and its Sandusky, Ohio plant.  With the MOU,
ACH has sold one plant and signed MOUs related to eight
additional plants during the past six months.

The primary product produced at the ACH Sandusky Plant is
automotive lighting, including front, rear and signal lights.  
These products are found on a number of Ford vehicles from the
Focus to the Expedition, and about 60 percent of Ford's North
American vehicle production.

"This announcement represents more progress with our Way Forward
plan," Mark Fields, Ford's president of The Americas, said.  "The
successful approach Ford is taking with our component operations
-- including selling or idling our ACH facilities -- will help
us achieve our commitment to reduce overall operating costs by
$5 billion by the end of 2008."

Other ACH businesses in negotiations for final agreement and sale
include glass, fascias and fuel tanks, climate control systems,
propshafts, and power transfer units.  The ACH fuel rail business
and its El Jarudo subsidiary were sold at the end of the first
quarter.

Automotive Components Holdings is a temporary company managed by
Ford, which was established in October 2005 with former Visteon
component operations.  ACH's mission is to ensure the flow of
quality components and systems while preparing the ACH automotive
component operations for sale or idling.  Today, the $4 billion
company and its 12 plants are supported by about 12,000 full-time
employees, mostly leased from Visteon or Ford.

The sale is contingent upon reaching a new and competitive
agreement with the United Auto Workers.

                        About Ford Motor

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

                          *     *     *

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

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

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


FOUNDATION COAL: SVPs Assume New Management Restructuring Roles
---------------------------------------------------------------
Foundation Coal Holdings Inc. disclosed that two of the company's
senior vice presidents have been appointed to positions of
increased responsibility.  Under the new management restructuring,
Kurt D. Kost will take on the role of executive vice president and
Jim J. Bryja will assume the position of senior vice president,
operations.

In his new role, Mr. Kost will assume on an interim basis,
oversight responsibility for the Planning and Engineering Group
and will continue with duties involved in materials management,
general equipment management and process improvement.  
Additionally, he will work closely with James F. Roberts,
Foundation's chairman and chief executive officer on strategic
planning initiatives and become more involved with investor
related activities.

Since December 2005, Mr. Kost has held the position of senior vice
president, western operations and process management.  He has been
with Foundation Coal and affiliated companies since 1980.  During
his tenure with the company, he has implemented a number of
continuous improvement initiatives to increase production,
identify and advance cost savings, and increase supply chain
efficiencies.  In recent years, he has overseen Foundation Coal's
Powder River Basin operations as they have increased production
while maintaining an outstanding safety record.

"Throughout his career, Kurt has gained the operational and
organizational experience necessary to be effective in this new
leadership position," Jim Roberts, chairman and CEO, said.  "He
has done an outstanding job leading continuous improvement
initiatives and I look forward to working closely with to ensure
Foundation's success."

The restructuring will transition Mr. Bryja from a prior four-year
post, directing eastern operations to executive oversight of
Foundation's 13 affiliated mining operations located in Northern
Appalachia, Central Appalachia, and Powder River Basin.  As senior
vice president, operations, he will direct the management of
underground and surface mining production.  Mr. Bryja has 25 years
of experience in the coal industry and has served in various
management positions within Foundation.

"For nearly a decade, Jim has met each new operational
responsibility with enthusiasm, even through challenging times,"
Jim Roberts noted.  "He is an accomplished professional and has
successfully led the integration of new and complex processes and
technologies, including the installation of the widest longwall
panels in the United States."

                       About Foundation Coal

Based in Linthicum Heights, Maryland, Foundation Coal Holdings,
Inc. (NYSE:FCL) -- http://www.foundationcoal.com/-- through its  
affiliates is a major U.S. coal producer with 13 coal mines and
related facilities in Pennsylvania, West Virginia, and Wyoming.
Through its subsidiaries, Foundation Coal employs approximately
3,000 people and produces approximately 72 million tons annually,
largely for utilities generating electricity.  

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Rating Services revised its outlook on  
Foundation Coal Corp. to stable from positive.  At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit rating and
'B' senior unsecured debt rating on the company.


FRIENDLY ICE: Freeze Operations Deal Cues S&P to Retain Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, on Wilbraham-
Massachusetts-based Friendly Ice Cream Corp. remain on
CreditWatch with developing implications following the company's
announcement that it has entered into a definitive agreement to be
acquired by Freeze Operations Holding Corp., an affiliate of Sun
Capital Partners Inc. in an all-cash transaction for $15.50 per
share (or about $337 million).

S&P believes that the transaction, if completed, will likely
result in improved liquidity even though leverage would probably
increase as well.  If the transaction closes, S&P would likely
affirm the current ratings, based on the change in liquidity.

Standard & Poor's will continue to monitor developments in
Friendly's sale as details of the transaction become available.


GENESCO INC: Inks $1.5 Billion Merger Agreement with Finish Line
----------------------------------------------------------------
The Boards of Directors of The Finish Line, Inc. and Genesco Inc.
have unanimously approved a definitive merger agreement under
which The Finish Line will acquire all of the outstanding common
shares of Genesco for $54.50 per share in cash.  The total
transaction value is approximately $1.5 billion.  The offer price
represents a premium of 37.7% over Genesco's three-month average
undisturbed stock price ended March 9, 2007.  The transaction is
expected to be completed in Fall 2007.  The Finish Line expects
the transaction to be accretive to its net income, before
consideration of incremental amortization resulting from the
transaction, in the first full year after closing.

The transaction enhances The Finish Line's position as a leading
footwear and apparel retailer.  With Genesco, The Finish Line will
have strong market positions across multiple footwear and apparel
categories, including athletic, sport casual, lifestyle, brown
shoe and headwear.  The combined company's portfolio of retail
concepts will include Finish Line, Man Alive and Paiva as well as
Journeys, Journeys Kids, Shi by Journeys, Underground Station,
Jarman, Johnston & Murphy, Hat World, Lids, Hat Shack, Hat Zone,
Head Quarters, Cap Connection and Lids Kids.  In addition, the
combined company's licensed and wholesale footwear and apparel
business will include Johnston & Murphy and licensed brands.

"This is a compelling strategic transaction that affords exciting
opportunities to our shareholders, business partners and
employees," Alan H. Cohen, Chief Executive Officer of The Finish
Line, said.  "With Genesco, we will enhance our strength in
athletics and gain an immediate presence in new and growing retail
categories to further diversify our business and deepen our vendor
relationships.  We believe the increased scale achieved through
our combination will better enable us to drive strong returns in
this competitive retail environment.

"We have great admiration for the Genesco team and their proven
record of identifying and capitalizing on new consumer trends.  
Their long-term success in operating under different retail
banners and their industry-leading merchandising strategies will
strongly complement our own initiatives," Mr. Cohen continued.  
"The Finish Line and Genesco share a heritage of superior service,
dedication to employees and a culture of creativity.  Through this
combination, we ensure that these characteristics that have long
distinguished our companies will continue.  We welcome Genesco's
management and employees to The Finish Line and are confident that
they will be an important part of the combined company's success."

"Following a review of our strategic alternatives, we believe that
this combination is in the best interests of our shareholders,"
Genesco's Chief Executive Officer, Hal N. Pennington said.  "We
have long admired The Finish Line's entrepreneurial spirit, and
believe that together we will be able to leverage the combined
companies' scale and talents.  In addition, Genesco and The Finish
Line share similar philosophies that promote a strong team culture
and the spirit of creativity.  These value systems, which have
long distinguished our companies, will continue to define the next
chapter of our history together."

                    Benefits of the Transaction

   * Increased Scale

     On a pro forma basis, the combined company had revenues of  
     approximately $2.8 billion, based on the twelve months
     trailing as of May 31, 2007.  In addition, The Finish Line
     will have expanded platforms for future growth with 2,870
     retail stores throughout the United States, Canada and Puerto
     Rico.
   
   * New Growth Opportunities

     Already a leader in athletic footwear and apparel with its
     Finish Line stores, the transaction adds growing retail
     concepts to The Finish Line's portfolio.  These include
     Journeys, which offers the most trend-relevant footwear and
     accessories for young adults, Hat World, the leading mall-
     based retailer of the latest team and fashion headwear, and
     Johnston and Murphy, the premier lifestyle brand for men.  
     The Finish Line will also gain a presence in the growing
     branded and licensed wholesale business, as well as the
     recently launched concepts of Shi by Journeys and Lids Kids.

   * Broad Portfolio of Retail Businesses

     As a result of the combined company's multiple retail   
     concepts and more extensive product offerings across footwear
     and apparel categories, The Finish Line will be able to
     satisfy a wider spectrum of consumers and their needs.

   * Cost Savings and Operational Efficiencies

     The transaction is expected to generate approximately
     $15 million to $20 million in annual cost savings beginning
     in the first full year of operations, including integration
     costs, from shared administrative services, increased scale
     in purchasing, marketing and advertising, and sourcing and
     logistics efficiencies.  This transaction is about growth,
     and The Finish Line does not expect significant changes to
     the workforce.

                           Financing

The Finish Line expects the transaction to be funded through a
combination of approximately $11 million in cash on hand and up to
$1.6 billion in financing pursuant to a commitment provided by UBS
Securities LLC, consisting of a Revolving Credit Facility, a
Senior Secured Term Loan and a Senior Bridge Facility.  Following
the transaction, The Finish Line believes its strong cash flow
from operations will allow it to reduce its net debt and fully
fund its growth initiatives.

                           Headquarters

Upon the close of the transaction, Genesco will become a
subsidiary of The Finish Line.  The Company will be headquartered
in Indianapolis, Indiana and will maintain Genesco's operations in
Nashville, Tennessee.

                     Approvals and Time to Close

The transaction is subject to approval by Genesco shareholders and
the satisfaction of customary closing conditions and regulatory
approvals, including expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.  The transaction is expected to close in
Fall 2007 and is not subject to any financing conditions.

                             Advisors

UBS Securities LLC served as financial advisor to the Board of
Directors of The Finish Line in connection with the transaction.  
Peter J. Solomon Company also provided financial advisory services
to the Finish Line Board, and Gibson, Dunn & Crutcher LLP is legal
counsel. Goldman, Sachs & Co. served as financial advisor to
Genesco, and Bass, Berry & Sims PLC is legal counsel.


                       About Finish Line

The Finish Line, Inc. (Nasdaq: FINL) - http://www.finishline.com/
-- is a mall-based specialty retailer operating under the Finish
Line, Man Alive and Paiva brand names.  The company currently
operates 694 Finish Line stores in 47 states and online, 93 Man
Alive stores in 19 states, and 15 Paiva stores in 10 states and
online.

                       About Genesco Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty footwear and headwear retailer Nashville, Tennessee-
based Genesco Inc. remain on CreditWatch with developing
implications, following the announcement this morning that it has
rejected Foot Locker Inc.'s (BB+/Watch Neg/--) conditional bid to
acquire Genesco for approximately $1.3 billion ($51.00 per share)
in cash.


GENESCO INC: Finish Line Bid Cues S&P to Hold Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'BB-' corporate credit rating on Genesco Inc. remain
on CreditWatch with developing implications following the
announcement that the company has accepted a bid from The Finish
Line Inc. for approximately $1.53 billion ($54.50 per share) in
cash.

Standard & Poor's expects the convertible subordinated notes to be
converted as they are currently deep in-the-money with an exercise
price of $22.12 per share.  The transaction is expected to close
in fall 2007, and S&P would withdraw the rating at that time.
Should the transaction not be completed, S&P would evaluate the
Nashville, Tennessee-based specialty footwear and headwear
retailer as it explores strategic alternatives.  S&P will continue
to monitor the ratings as additional information becomes
available.


GEORGIA-PACIFIC: Debt Levels Cue S&P to Revise Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on forest
products producer Georgia-Pacific LLC to stable from positive.

All ratings, including the company's 'BB-' corporate credit
rating, were affirmed.

"The outlook revision reflects our assessment that despite the
company performing in line with our previous expectations, a
higher rating is not likely to occur within our outlook time
horizon," said Standard & Poor's credit analyst Pamela Rice.  
"Previously, a higher rating was primarily predicated on the
prospects for significant debt reduction through asset-sale
proceeds, which has not materialized.  As a result, GP's leverage
remains in-line with the current rating."

GP had debt, including debt-like obligations, of $16.9 billion at
March 31, 2007.

Atlanta, Georgia-based GP business mix is attractive because it
includes consumer products (principally paper towels, bathroom
tissue, and disposable tableware), paper, packaging, and building
products manufacturing.

"We believe that prospects for earnings over the next year are
mixed, with favorable conditions in tissue, paper, and packaging,
offset by weak lumber, panel, and gypsum wallboard pricing
attributable to the downturn in the housing market," Ms. Rice
said.  "The ratings have factored in the potential for meaningful
profit enhancement over the intermediate term through various
manufacturing-efficiency and cost-reduction initiatives.  However,
we believe the benefit of the cost savings could be partially
offset by continuing pressure from fiber, energy, transportation,
and resin costs."


HOSPITALITY PROPERTIES: Declares Lightstone in Lease Default
------------------------------------------------------------
Hospitality Properties Trust reported that it has sent a notice of
default and lease termination to Lightstone Group with respect to
18 Homestead Village hotels.

In February 1999 the company purchased 18 Homestead Village hotels
and leased them to a subsidiary of Homestead Village Incorporated
for an initial term ending Dec. 31, 2015.  At that time, Homestead
was a publicly owned company with a substantial net worth, the
tenant provided HPT a lease security deposit of $15.96 million and
Homestead guaranteed the lease obligations to HPT.

In 2001 an entity affiliated with Blackstone Group acquired
Homestead; thereafter Homestead's net worth declined and
Blackstone secured Homestead's guaranty obligations to HPT with a
bank letter of credit for an additional $15.96 million.

HPT's decision to declare a lease default and termination is based
upon the facts that a Lightstone Group affiliate acquired control
of the Homestead tenant on June 11, 2007, without first obtaining
HPT's consent and without providing HPT with timely evidence by
which HPT might reasonably determine that the tenant has a
sufficient net worth, as required by the Lease.

The 18 hotels which are the subject of this lease have 2,399 rooms
and are located in five states.  The historical minimum rent
payable to HPT under this lease is $1.33 million/month.  In
addition, HPT receives percentage rent under this lease based upon
increases in gross revenues at the leased hotels; in 2006, this
percentage rent was approximately $509,000.  The rent payment due
June 1, 2007, while Blackstone continued to own Homestead, was
timely paid; and HPT continues to hold a security deposit equal to
$15.96 million and a bank letter of credit to secure the lease
guaranty for an additional $15.96 million.

                   About Hospitality Properties

Hospitality Properties Trust (NYSE: HPT)
-- http://www.hptreit.com/-- is a real estate investment trust,  
which owns 310 hotels and 186 travel centers located throughout
the United States, Ontario, Canada and Puerto Rico.  The company
does not operate hotels or travel centers.  Instead, all of its
properties are operated by unaffiliated hospitality management
companies as part of 12 combination management or lease
agreements.

                       *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Hospitality Properties' $300 million series C cumulative
redeemable perpetual preferred share issue.  Net of fees and
expenses, HPT expects proceeds of $290 million to be used to
partially fund the company's January 2007 purchase of
TravelCenters of America Inc.


ICONIX BRAND: S&P Rates $250 Million Senior Notes at B-
-------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
apparel brand manager and licensor Iconix Brand Group Inc. to
negative.

"The outlook revision reflects the company's more aggressive
financial policy," said Standard & Poor's credit analyst Susan
Ding.

At the same time, Standard & Poor's assigned its 'B-' debt rating
to Iconix's proposed $250 million convertible senior subordinated
notes due 2012.  The notes are being offered pursuant to Rule 144A
with registration rights under the Securities Act of 1933.

Proceeds from the note issuance will be used for general corporate
purposes, to invest in and acquire new brands, and for fees and
expenses related to this transaction.  The rating is based on
preliminary terms and subject to review upon receipt of final
documentation.

Also, Standard & Poor's affirmed its existing ratings on Iconix,
including the 'B+' corporate credit rating. Total debt outstanding
at March 31, 2007, was $346 million.  Pro forma for the
transaction, S&P estimates total debt to be about $571 million.

The ratings on New York-based Iconix reflect its participation in
the highly competitive and volatile fashion apparel industry, a
high degree of licensing contract renewal risk (a substantial
portion of contracts were acquired within the last 12 months), an
aggressive acquisition strategy, and ownership of some brands that
require revitalization.  The ratings also incorporate the lack of
track record under Iconix's relatively new brand management.  
Partially offsetting these factors is the diversity and strong
recognition of the brands, and the company's strong royalty
streams.


INTERTAPE POLYMER: Plan of Arrangement Gets Advisory Firms' Votes
-----------------------------------------------------------------
Intertape Polymer Group Inc. disclosed that both Institutional
Shareholder Services Canada Corp. and Glass Lewis & Co.,
independent proxy advisory services firms, have each issued
reports recommending that the company's shareholders vote in favor
of the proposed plan of arrangement involving the company and an
indirect wholly-owned subsidiary of Littlejohn Fund III L.P.,
pursuant to which all of the outstanding common shares of the
company will be acquired at a price of $4.76 per share in cash.

The company's notice of Annual and Special Meeting was mailed to
shareholders of record as of May 25, 2007.  The Annual and Special
Meeting of shareholders will be held at 4:00 PM, Montreal time, on
June 26, 2007, at the Hotel Omni Mount Royal, Montreal, Quebec.

Shareholders voting by proxies should ensure that the completed
forms of proxy are received at the office of the company's
Canadian transfer agent, CIBC Mellon Trust Company, 2001
University Street, 16th Floor, Montreal, Quebec, Canada, H3A 2A6,
by 4:00 p.m., Montreal time, on June 21, 2007.  This will ensure
that proxies are recognized at the Meeting.

Shareholders who have questions about the information contained in
the circular or require assistance in completing the proxy should
contact Georgeson at its North America toll free number of 1-866-
717-7668.

Headquartered in Quebec, Canada, Intertape Polymer Group (TSX:
ITP) (NYSE: ITP) -- http://www.intertapepolymer.com/-- develops   
and manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the company employs about 2450
employees with operations in 18 locations, including 13
manufacturing facilities in North America, one in Europe and in
Mexico.

                          *     *     *

Intertape Polymer Group, Inc. carries Standard & Poor's Ratings'
'B-' corporate credit and senior secured ratings.  In addition,
the company also carries Standard & Poor's 'CCC' senior
subordinated rating.


INTERTAPE POLYMER: Plan of Arrangement Gets Snub by 6789536 Canada
------------------------------------------------------------------
Intertape Polymer Group Inc. reported that 6789536 Canada Inc. has
filed a dissident proxy circular in connection with the company's
annual and special meeting of shareholders, which will be held on
June 26, 2007.  6789536 Canada Inc. solicited proxies to vote
against Intertape Polymer's Plan of Arrangement and for the
election of six alternate nominees to the board of directors at
the shareholders' meeting.

The six alternate nominees for election as directors of Intertape
Polymer Group Inc. are Eric E. Baker, president of Altacap
Investors Inc., Allan Cohen, managing director, First Analysis
Corp., George J. Bunze, vice-chairman, Kruger Inc., Stephane
Lebrun, Investment Analyst, Letko, Brosseau & Associates Inc.,
Torsten A. Schermer, president, MESC Corporation, and Melbourne F.
Yull, former chief executive officer of Intertape Polymer.

6789536 Canada Inc. is opposed to the Plan of Arrangement
primarily because it undervalues Intertape Polymer and is
opportunistic for the purchaser.

Among the measures that the six nominees intend to take, if
elected to the board of directors of Intertape Polymer, are:

   a) the immediate appointment of Melbourne Yull as executive
      chairman of Intertape Polymer, for a period of three to six
      months;

   b) the selection and appointment of a new chief executive
      officer of Intertape Polymer within 90 to 180 days, a review
      of the financing needs of Intertape Polymer and the options
      open to it; and

   c) if necessary, raising capital for Intertape Polymer.

6789536 Canada Inc. was recently incorporated for purposes of this
proxy solicitation.  The executive officers of 6789536 Canada Inc.
are Eric E. Baker and Christopher J. Winn of Altacap Investors
Inc.

                   About Intertape Polymer Group

Headquartered in Quebec, Canada, Intertape Polymer Group (TSX:
ITP) (NYSE: ITP) -- http://www.intertapepolymer.com/-- develops   
and manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the company employs about 2450
employees with operations in 18 locations, including 13
manufacturing facilities in North America, one in Europe and in
Mexico.

                          *     *     *

Intertape Polymer Group, Inc. carries Standard & Poor's Ratings'
'B-' corporate credit and senior secured ratings.  In addition,
the company also carries Standard & Poor's 'CCC' senior
subordinated rating.


INVERNESS MEDICAL: Moody's Rates $1.05 Billion Loan at B1
---------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Inverness Medical
Innovations, Inc. $150 million senior secured revolver due 2013
and $900 million senior secured term loan due 2014.  Additionally,
Moody's assigned a Caa1 rating to Inverness Medical's $250 million
second lien term loan due 2015.

Concurrently, Moody's confirmed the B2 corporate family rating, B2
probability of default rating and Caa1 rating on the existing $150
million Senior Subordinated Notes due 2012.  This rating action
concludes the review initiated on April 26, 2007 when Inverness
Medical announced that it had entered into an initial definitive
agreement to acquire Biosite Incorporated for approximately $90
per share.  Subsequent to the initial agreement, Inverness Medical
increased its offer for Biosite to $92.50 per share on May 17,
2007.  The conclusion of the review anticipates that Inverness
Medical will successfully complete the tender offer for Biosite.

The rating outlook is revised to stable.

Proceeds from both the first lien and second lien credit
facilities along with proceeds from a recent issuance of
Convertible Subordinated Notes and cash will be used to finance
the pending merger with Biosite, refinance existing indebtedness
and to pay related transaction fees and expenses.

The transaction is expected to be completed in July 2007.

Recently, Inverness Medical entered into a definitive merger
agreement with Cholestech Corporation, a provider of diagnostic
equipment for the monitoring of heart disease and inflammatory
disorders.  Under the agreement, Inverness Medical will acquire
Cholestech in a stock for stock merger at a fixed exchange ratio
of 0.43642 shares of Inverness Medical common stock.  The merger
is conditioned upon approval by Cholestech's shareholders as well
as the satisfaction of regulatory and other customary conditions.
The transaction is expected to be completed in the third quarter
of 2007.

Inverness Medical's B2 ratings reflect the application of Moody's
Global Medical Device rating methodology.  Using an average of the
12 factors specified in the methodology, Inverness Medical's
"methodology-implied" rating is approximately "B1" based on pro
forma financial data through March 31, 2007.  Very favorable
scores on concentration by top customer segment are offset by
reliance on acquisitions, share buybacks and dividends, free cash
flow to adjusted debt, and adjusted debt to EBITDA.  Moody's does
not anticipate that the company will engage in share buybacks or
initiate a dividend over the intermediate term.

The B2 Corporate Family Rating considers the highly leveraged
position, acquisitive nature of the company and integration risk
associated with two concurrent material acquisitions.  Pro forma
for the increased debt resulting from the new credit facility, the
company's adjusted debt to EBITDA was above 5.5 times for the
twelve months ended March 31, 2007.  Moody's expects that the
company's adjusted debt to EBITDA will improve over the next 18
months resulting from increased operating performance and
voluntary repayments of the term loan, which would compare
favorably to the B2 rating category.

Over the past three years, the company has embarked on seven
acquisitions with total cash consideration in excess of $350
million.  Sidney Matti, Analyst at Moody's, stated that, "The
company has successfully integrated several acquisitions over the
past few years, but the integration of two major acquisitions
within six months could distract management's focus over the
intermediate term."

The stable ratings outlook anticipates an improvement in the
company's operating performance driven by an increase in the
diagnostic tools market and cost synergies realized from the
acquisition of Biosite and Cholestech.  The outlook also reflects
the belief that the company will not increase its debt materially
over the near term.

These ratings were assigned:

    -- B1 (LGD3/34%) rating on a $150 million Senior Secured
       Revolver due 2013;

    -- B1 (LGD3/34%) rating on a $900 million Senior Secured Term
       Loan due 2014; and

    -- Caa1 (LGD5/82%) rating on a $250 million Second Lien Term
       Loan due 2015.

These ratings were confirmed:

    -- B2 Corporate Family Rating;

    -- B2 Probability of Default Rating; and

    -- Caa1 (LGD5/82%) rating on $150 million Senior Subordinated
       Notes due 2012.

Once the existing senior subordinated notes have been redeemed,
Moody's will withdraw the rating on those notes.

                      About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. (AMEX:IMA) -- http://www.invernessmedical.com/-- develops,   
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.


ITC DELTACOM: March 31 Balance Sheet Upside-Down by $107.8 Million
------------------------------------------------------------------
ITC DeltaCom Inc. reported that at March 31, 2007, its balance
sheet showed total stockholders' deficit of $107.8 million, from
total assets of $420.7 million and total liabilities of
$528.5 million.

The company's March 31 balance sheet also showed strained
liquidity with total current assets of $130.4 million and total
current liabilities of $112 million.

Total operating revenues increased $1.9 million, or 1.6%, to
$121.8 million for the three months ended March 31, 2007, from
$119.9 million for the three months ended March 31, 2006.

The company recorded a net loss of $15.3 million for the quarter
ended March 31, 2007, as compared with a net loss of $14.9 million
for the quarter ended March 31, 2006.

                  Liquidity and Capital Resources

During the 2007 and 2006 quarters, the company funded its
operating and capital requirements and other cash needs through
cash from operations and cash on hand.  As of March 31, 2007, the
company held $60.7 million in cash and cash equivalents.  

Cash provided by operating activities was $6.4 million in the 2007
quarter and cash used in operating activities were $699,000 in the
2006 quarter.  

Changes in working capital were $1.3 million in the 2007 quarter
and $4.5 million in the 2006 quarter.  The decrease in working
capital in the 2007 quarter resulted primarily from an increase of
$1.8 million in prepaid expenses, a reduction of $645,000 in trade
accounts payable, and a reduction of $1.3 million in accrued
liabilities, which were offset by a reduction of $1.3 million in
inventory, a reduction of $381,000 in accounts receivable and an
increase of $747,000 in unearned revenue.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?210a

                        About ITC DeltaCom

ITC DeltaCom Inc. in Hunstville, Alabama (OTC BB: ITCD) --
http://www.itcdeltacom.com-- provides integrated communications  
services in the southeastern United States.  The company delivers
a comprehensive suite of high-quality voice and data
telecommunications services, including local exchange, long
distance, high-speed or broadband data communications, and
Internet connectivity, and sells customer premise equipment to
the company's end-user customers.


ITC DELTACOM: H Partners Questions Recapitalization Plan
--------------------------------------------------------
ITC DeltaCom Inc.'s board of directors were issued a letter by
H Partners Capital LLC in which it questions ITC DeltaCom's
rationale for a recapitalization plan it disclosed on June 11,
2007.  H Partners believes that the recapitalization plan
disenfranchises minority shareholders and allows insiders and
other parties to profit at their expense.

In the letter, H Partners demands that the ITC board immediately
cease and desist any further action to pursue or consummate the
recapitalization, contending that the board failed in its
fiduciary duties and is allowing ITC to unfairly gift equity
value to controlling shareholders Welsh Carson and Tennenbaum
Capital Partners, as well as the underwriter of the transaction,
Credit Suisse.  H Partners also notes that the company has not
provided any reasonable explanation for the recapitalization plan
other than a supposed need to "make our balance sheet more
transparent."

H Partners disclosed in a Schedule 13D filed with the Securities
and Exchange Commission that it beneficially owns about 6.4% of
ITC Deltacom, or about 1.2 million shares.

Rehan Jaffer of H Partners, said, "ITC's refinancing efforts are
unfair to minority shareholders by providing certain insiders
stock sales at severely discounted prices.  We believe that the
recapitalization is unwarranted, not based on market terms, and
extremely prejudicial towards minority shareholders.  H Partners
strongly opposes this recapitalization and will exercise our
legal rights against the Board, Welsh Carson and all other
parties participating in it if action is not taken to cease the
program immediately."

                         Refinancing Plan

On June 11, 2007, ITC DeltaCom said it received commitments for
debt and equity financing intended to deleverage its balance
sheet, simplify its capital structure, and enhance its liquidity
profile.  The committed refinancing includes commitments from:

      (i) affiliates of Credit Suisse to provide $240 million of  
          first lien credit facilities and to purchase $29 million
          of common stock;

     (ii) from investment funds associated with Tennenbaum Capital
          Partners LLC, a current lender, to provide a $75 million
          second lien credit facility and to exchange $25 million
          of third lien debt and all preferred shares and warrants
          held by them for common stock; and

    (iii) from investment funds associated with Welsh, Carson,
          Anderson & Stowe, the company's majority shareholder and
          a current lender, to purchase $21 million of common
          stock and to exchange $23.5 million of third lien debt
          and all preferred shares and warrants held by them for
          common stock.

In addition, the company said that it intends to exchange common
stock for its other closely held outstanding series of preferred
shares.  The net effect of the transactions will be to completely
refinance the company's outstanding debt and eliminate three
series of preferred stock and related warrants, leaving the
company with $305 million of first and second lien funded debt, a
$10 million undrawn revolver, about 81 million shares of common
stock outstanding on a fully diluted basis, and cash on hand of
about $50 million.  The transactions were approved by a committee
of independent directors with the assistance of independent legal
and investment advisors because of the participation of Welsh
Carson and Tennenbaum.

The completion of each of these financing transactions is
conditioned on the completion of the others as well as other
customary financing conditions.  Subject to the satisfaction of
these conditions, the company currently expects it will close the
transactions early in the third quarter of 2007.

Miller Buckfire & Co., LLC acted as the company's financial
advisor on this transaction.

"When consummated, the transactions will significantly reduce the
company's outstanding debt, lower our cost of capital, position
the company to seek re-listing on the NASDAQ, and make our balance
sheet more transparent by eliminating the confusing overhang of
convertible preferred shares and warrants," said Randall E.
Curran, ITC DeltaCom's chief executive officer.  "We are
particularly gratified that our long term investors were willing
to invest additional capital and convert their debt and preferred
equity positions to common equity."

                         About H Partners

H Partners Capital LLC is an independent investment management
firm based in New York.

                        About ITC DeltaCom

ITC DeltaCom Inc. in Hunstville, Alabama (OTC BB: ITCD) --
http://www.itcdeltacom.com-- provides integrated communications  
services in the southeastern United States.  The company delivers
a comprehensive suite of high-quality voice and data
telecommunications services, including local exchange, long
distance, high-speed or broadband data communications, and
Internet connectivity, and sells customer premise equipment to
the company's end-user customers.

At March 31, 2007, the company's balance sheet showed total
stockholders' deficit of $107.8 million, from total assets of
$420.7 million and total liabilities of $528.5 million.


JEAN COUTU: Debt Repayment Prompts S&P to Withdraw Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' long-term corporate credit rating, on Montreal, Quebec-
based Jean Coutu Group (PJC) Inc., following the repayment of its
debt.  The repayments follow the company's sale of its
Brooks and Eckerd stores and distribution centers to Rite Aid
Corp. (B/Stable/--) for approximately $4 billion.


LAZARD GROUP: Moody's Rates $500 Million Senior Note at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the ten year
$500 million senior note issued by Lazard Group LLC.  The proceeds
of the issue will be used for general corporate purposes including
financing potential acquisitions.  Moody's also affirmed Lazard's
Ba1 rating on its outstanding rated senior unsecured debt.
Lazard's positive outlook, which was assigned March 19, 2007, was
also affirmed.

The rating agency said that prospects for a future upgrade will
depend most importantly on the financial policy of the firm.  "As
Lazard's businesses are naturally low in capital intensity," said
Moody's Senior Vice President Peter Nerby, "the amount of leverage
the firm maintains is primarily a management decision".

Moody's will evaluate Lazard's financial policy for financing
acquisitions and its tolerance for leverage, particularly relating
to cash flow leverage measures such as Debt/EBITDA and interest
coverage.  Achieving and maintaining a Debt/EBITDA ratio of 2.5x
remains an important milestone for considering an upgrade.

This rating was assigned to the senior note issuance of Lazard
Group LLC:

    * $500 million Senior Notes due June 2017 -- Ba1

Lazard Group LLC is a holding company that owns the advisory and
money management operations of Lazard.  The public parent of
Lazard Group LLC, Lazard Ltd, reported $78 million in operating
income in 1Q07.


LJVH HOLDINGS: S&P Rates Planned $300 MIllion Facility at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to British Columbia-based LJVH Holdings
Inc., which is the parent company of operating entity Van Houtte
Inc., a Quebec-based manufacturer and distributor of gourmet
coffee.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating, with a recovery rating of '1', to the
company's planned $300 million first-lien bank facility.  The '1'
recovery rating indicates an expectation of very high (90%-100%)
recovery of principal in the event of a payment default.  S&P also
assigned a 'CCC+' senior secured bank loan rating, with a recovery
rating of '6', to LJVH Holdings' planned $125 million second-lien
bank facility.  The '6' recovery rating indicates an expectation
of negligible (0%-10%) recovery of principal in the event of a
payment default.

The outlook is stable.

The corporate credit rating assignment follows Standard & Poor's
analysis of Greenwich, Connecticut-based private equity sponsor
Littlejohn & Co. LLC's proposed acquisition of Van Houtte in a
going-private transaction.  Proceeds from the bank facilities will
help fund the Van Houtte purchase.  The sponsor and certain co-
investors, including Fonds de Solidarite des Travailleurs du
Quebec, will contribute about CDN$200 million of preferred stock
toward the purchase.

"The ratings on LJVH Holdings reflect its highly leveraged
financial risk profile, narrow product portfolio, susceptibility
to coffee bean price fluctuations, and relatively small presence
in the highly competitive U.S. coffee market," said Standard &
Poor's credit analyst Lori Harris.  "These factors are partially
offset by Van Houtte's solid brand equity, operating margin, and
market position in gourmet coffee distribution in Canada," Ms.
Harris added. Van Houtte distributes gourmet coffee across Canada
and the U.S. through retail stores and coffee services (the latter
supplies coffee to business offices and other public places).

The outlook is stable and we expect LJVH Holdings' operating
performance to remain stable in the medium term, driven by its
good market position in gourmet coffee sales in both retail and
coffee services.  S&P could revise the outlook to positive if the
company demonstrates a financial policy consistent with a higher
rating and reduces its debt leverage materially through
sustainable earnings growth and debt reduction.  S&P would
consider revising the outlook to negative if the company's
financial performance or liquidity weakened and it was unable to
reduce leverage as planned.


LONE STAR: U.S. Steel Completes $2.1 Billion Buyout
---------------------------------------------------
United States Steel Corporation disclosed that it has completed
the acquisition of Lone Star Technologies Inc.

The aggregate purchase price is approximately $2.1 billion, which
U. S. Steel financed through a combination of cash on hand and
financing under its existing receivables program, new bank
facilities and a portion of the proceeds of its recent offering of
$1.1 billion in senior unsecured notes.

"This acquisition expands the company's tubular product offerings,
its production capacity and its geographic footprint," John P.
Surma, U. S. Steel chairman and CEO said.  "The company welcomes
Lone Star's employees, customers and communities to the U. S.
Steel family."

U. S. Steel plans to combine the operations of Lone Star with
U. S. Steel's Tubular Division under the leadership of
Joseph Alvarado, who served as president and chief operating
officer of Lone Star. Mr. Alvarado has been named vice
president-tubular operations of U. S. Steel.

Lone Star shareholders will receive $67.50 in cash for each
issued and outstanding share of Lone Star. U. S. Steel has
appointed Mellon Investor Services LLC as paying agent for
this transaction. Lone Star shareholders of record will be
receiving a letter of transmittal and other instructions from
Mellon and should submit their share certificates in accordance
with the instructions.  Lone Star shareholders who hold their
stock through a broker, bank or other nominee should contact
their broker, bank or other nominee concerning receipt of
payment for their shares.

            About United States Steel Corporation

United States Steel Corporation (NYSE: X) is an integrated steel
producer with major production operations in the United States and
Central Europe.  An integrated steelmaker uses iron ore and coke
as primary raw materials for steel production, and U. S. Steel has
annual raw steel production capability of 19.4 million tons in the
United States and 7.4 million tons in Central Europe.  The company
manufactures a wide range of value-added steel products for the
automotive, appliance, container, industrial machinery,
construction and oil and gas industries.  U.S. Steel's integrated
steel facilities include Gary Works in Gary, Ind.; Great Lakes
Works in Ecorse and River Rouge, Mich.; Mon Valley Works, which
includes the Edgar Thomson Plant and the Irvin Plant near
Pittsburgh, Pa., and the Fairless Plant near Philadelphia, Pa.;
Granite City Works in Granite City, Ill.; Fairfield Works in
Fairfield, Ala.; U. S. Steel Kosice in the Slovak Republic; and
U.S. Steel Serbia.  U.S. Steel also operates finishing facilities
at the Midwest Plant in Portage, Ind., East Chicago Tin in
Indiana, and Lorain Tubular Operations in Lorain, Ohio, and is
involved in several steel finishing joint ventures.  U.S. Steel
produces coke at Clairton Works near Pittsburgh and at Gary Works
and Granite City Works.  The company operates two iron ore mines
through its Minnesota Ore Operations on the Mesabi Iron Range in
northern Minnesota, one in Mt. Iron and one in Keewatin.  In
addition, U. S. Steel is involved in transportation services
(railroad and barge operations) and real estate operations.

                   About Lone Star Technologies

Lone Star Technologies, Inc. (NYSE: LSS) is a $1.4 billion holding
company whose principal operating subsidiaries manufacture and
market oilfield casing, tubing and line pipe, specialty tubing
products, including finned tubes used in a variety of heat
recovery applications, and flat rolled steel and other tubular
products and services.


LONE STAR: U.S. Steel Buyout Completion Cues S&P to Lift Rating
---------------------------------------------------------------
Standard & Poor's Rating Service raised its corporate credit
rating on Lone Star Technologies Inc. to 'BB+' from 'BB-'
following the successful completion of the company's acquisition
by United States Steel Corp. (BB+/Stable/--) to acquire Lone Star
in a transaction valued at $2.1 billion.

In addition, all Lone Star ratings were removed from CreditWatch,
where they were placed with positive implications on March 29,
2007.  The outlook is stable.

"With the acquisition successfully completed, we plan to withdraw
our ratings on Lone Star," said Standard & Poor's credit analyst
Thomas Watters.


MAGNUM COAL: S&P Rates $350 Million Senior Secured Notes at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to coal producer Magnum Coal Co. of Beaver, West
Virginia.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' senior
secured rating and its '4' recovery rating to Magnum Coal's
proposed $350 million senior secured notes due 2014, based on
preliminary terms and conditions.

Net proceeds from the offering, along with full availability under
a $50 million revolving credit facility (not rated) and a
$50 million pre-funded synthetic letter of credit, will be used to
refinance $198.5 million of outstanding borrowings under the
existing $200 million Term Loan B facility; $20 million of
borrowings under the existing revolving credit facility; and
$50 million of borrowings outstanding under an existing synthetic
letter of credit.  The proceeds will also be used to pre-fund an
additional $25 million letter of credit Magnum expects to need by
year end.  The remaining proceeds will fund future capital
expenditures and pay fees and expenses.

"We expect coal markets to remain favorable in the intermediate
term, but we could revise the outlook to negative if Magnum does
not permanently resolve the difficulties at its key Panther mine
or if there are further operating disruptions," said Standard &
Poor's credit analyst Thomas Watters.  "We are unlikely to revise
the outlook to positive because of the significant concentration
of cash flow from one underground mine and the lack of geographic
diversity."

Magnum produced and sold about 18 million tons of coal in 2006.

The proposed $350 million senior secured notes are rated 'B-'(the
same as the corporate credit rating) with a recovery rating of
'4', indicating an average (30% to 50%) expectation for full
recovery of principal in the event of a payment default.


MAIDENFORM BRANDS: Completes Existing Credit Facility Refinancing
-----------------------------------------------------------------
Maidenform Brands Inc. completed the refinancing of its existing
credit facility with a new $150 million credit facility,
reflecting a reduction of total debt outstanding of $10 million
since the end of the first quarter of 2007.

The new credit facility includes a 7-year term loan of
$100 million and 5-year revolving line of credit of
$50 million.  Interest rates are determined on a pricing grid
based on Maidenform's total debt to EBITDA ratio.  Borrowings
under this new facility can be either at prime rate or at LIBOR
plus a premium.  The initial LIBOR rate will include a premium of
1.25% with further reductions available upon the achievement of
certain financial ratios.

"The company is pleased with the terms of its new credit facility,
which reflects the lending community's confidence in Maidenform's
strengthening financial performance, well as in strategic growth
and cost management plans going forward," Dorvin Lively, executive
vice president and chief financial officer of Maidenform, stated.
"In addition to expanding the maturity dates of the company's
revolver and Term Loan and providing flexibility for expanding the
credit facility, this new facility will reduce its annual interest
expense."

Caisse de depot et placement du Quebec is the sole lead arranger
and Bank of America, N.A. is a joint lender and administrative
agent for the new credit facility.

                      About Maidenform Brands

Maidenform Brands Inc. is an intimate apparel company with a
portfolio of established and well-known brands, top-selling
products and an iconic heritage.  Maidenform designs, sources and
markets an extensive range of intimate apparel products, including
bras, panties and shapewear.  During the company's 85-year
history, Maidenform has built strong equity for its brands and
established a solid growth platform through a combination of
innovative, first-to-market designs and creative advertising
campaigns focused on increasing brand awareness with generations
of women.  Maidenform sells its products under some of the most
recognized brands in the intimate apparel industry, including
Maidenform(R), Flexees(R), Lilyette(R), Sweet Nothings(R),
Rendezvous(R), Subtract(R), Bodymates(R) and Self Expressions(R).
Maidenform products are currently distributed in approximately 55
countries and territories.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Bayonne, New Jersey-based intimate apparel designer and marketer
Maidenform Brands Inc. to positive from stable.  Ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.


MAJESCO ENT: Posts $1.3 Million Net Loss in Quarter Ended April 30
------------------------------------------------------------------
Majesco Entertainment Company financial results for its second
quarter and six months ended April 30, 2007.

Net revenue was $14.6 million for the second quarter ended
April 30, 2007, compared to net revenue of $11.2 million for the
second quarter ended April 30, 2006.  Net loss was $1.3 million,
compared to second quarter 2006 net income of $839,000.

Net revenue was comprised 84% from new releases and 16% from
catalog.  About 62% of net revenue was from sales of games for
console systems including 55% contributed from the Wii.  About 37%
of net sales was from games for handheld systems including 33%
contributed from games developed for the DS.

Gross margin increased to 42%, compared to 31%.

Including the aforementioned litigation charges, to the operating
loss was $868,000.  This compares to second quarter 2006 operating
income of $1.4 million.

                      Half-Year 2007 Results

Net revenue was $29.1 million, compared to $32.8 million.  Net
loss was $2.3 million, compared to a net loss of $1.7 million.

Net revenue was comprised 65% from new releases and 23% from
catalog. Thirty-seven percent of net revenue was from sales of
games for console systems including 27% generated by sales of
games for the Wii. Forty-nine percent of net revenue was from
games for handheld systems including 42% generated by games for
the DS.

Operating loss was $1.1 million, compared to an operating loss of
$761,000.

                 Balance Sheet Data and Liquidity

As of April 30, 2007, the company's balance sheet showed total
assets of $13 million, total liabilities of $12.6 million,
resulting in a total stockholders' equity of $443,000.

The company had strained liquidity as of April 30, 2007, with
total current assets of $12.3 million and total current
liabilities of $12.6 million.

At April 30, 2007, the company had cash and cash equivalents of
$4.2 million.

A full-text copy of the company's second quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?2106

Jesse Sutton, Majesco's interim chief executive officer, said, "We
have met our goals for the quarter and delivered solid financial
results by executing our strategy to further penetrate the mass
market, strengthen our international distribution, leverage
licensing and development relationships, improve gross margins,
and continue to reduce costs.  In addition, we have made progress
related to our class action law suit and reached a tentative
understanding on settlement terms.  We look forward to putting
this situation behind us and we believe that the settlement, if
consummated, will have no effect on the company's ongoing
operations."

Sutton continued saying, "During the quarter, we launched our
first two games for the Nintendo Wii(TM) as well as three DS(TM)
titles, which drove net revenue growth of 30 percent compared to
last year.  Also, we signed a new agreement with Eidos Interactive
to distribute a number of Majesco titles to the PAL territories.
This partnership, which will commence in the third quarter, aligns
our international distribution network with our mass market
strategy."

                             Outlook

The company reaffirms its 2007 fiscal net revenue guidance and
continues to expect its 2007 net revenue to decline about 10% to
15%, compared to fiscal 2006 net revenue of $66.7 million.  In
addition, the company expects 65% to 70% of its net revenue to be
generated from its new releases, 20% to 25% from its catalog sales
and the balance from its other digital entertainment products.

                    About Majesco Entertainment

Headquartered in Edison, NJ, Majesco Entertainment Co. (NASDAQ:
COOL) -- http://www.majescoentertainment.com/-- provides digital   
entertainment products and content, with a focus on publishing
video games for leading portable systems and the Wii(TM) console.  
Current product line highlights include Cooking Mama for the
Nintendo DS(TM), Bust-A-Move Bash! for the Wii(TM) console and
JAWS(TM) Unleashed, as well as digital entertainment products like
Strawberry Shortcake(TM) Dance Dance Revolution(R).

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2007,
Goldstein Golub Kessler LLP in New York expressed substantial
doubt about Majesco Entertainment Co.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's net losses.


MORRIS PUBLISHING: Low 1Q Results Cue S&P to Cut Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Morris Publishing Group LLC to 'BB-' from 'BB' and its
subordinated debt rating to 'B' from 'B+'.

At the same time, Standard & Poor's affirmed its rating on the
company's secured debt at 'BB+' (two notches higher than the
corporate credit rating); the recovery rating on this debt remains
unchanged at '1', indicating the expectation for very high (90%-
100%) recovery in the event of a payment default.

The corporate credit rating and issue level ratings were removed
from CreditWatch, where they were placed with negative
implications May 10, 2007.  The outlook is negative.

"The downgrade follows our review of Morris Publishing's lower-
than-expected first-quarter operating results at a time when the
company's financial profile was already weak for the rating,"
explained Standard & Poor's credit analyst Peggy Hebard.

Revenues and EBITDA in the first quarter ended March 31, 2007
declined 5.4% and 30.7%, respectively.  A big portion of this
decline resulted from weakness at the company's Jacksonville,
Florida newspaper, which represents approximately one-third of
total revenues.  During the first quarter, the Jacksonville
newspaper's classified advertising revenues were down 22.7%, with
large declines in real estate and employment run of print.  With
weakness in Jacksonville expected to continue into the second and
third quarters of fiscal 2007, S&P believes that the company's
financial profile will remain weak even for the 'BB-' rating over
the near term.

The rating on Morris Publishing is based on the consolidated
credit quality of Morris Communications Co. LLC and its restricted
subsidiaries, which guarantee Morris Publishing's senior secured
credit facilities.  Morris Publishing accounts for the majority of
Morris Communications' revenues and cash flow.  In addition to
Morris Publishing, other restricted subsidiaries are involved in
outdoor advertising and radio broadcasting, as well as magazine,
book, and specialty publishing.

The 'BB-' rating reflects Morris' significant consolidated debt
levels, moderate-size cash flow base, and a concentration of
revenues and cash flow at its largest newspaper in Jacksonville.  
In addition, the company continues to face some challenging
business conditions, including an uneven newspaper revenue
environment.  These factors are tempered by strong and
geographically diverse newspaper market positions, as well as some
business diversity provided by the non-newspaper units,
particularly outdoor advertising.  Newspaper operations, which
include 27 daily newspapers, are located primarily in small and
midsize communities located in Florida, Georgia, Texas, Kansas,
Nebraska, Oklahoma, Michigan, Missouri, Alaska, Arkansas, South
Dakota, Tennessee, and South Carolina, where there is generally no
meaningful competition from other newspapers.


MYRNA SEGUNDO: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Myrna Acenas Segundo
        341 Molokai Akau Street
        Kahului, HI 96732

Bankruptcy Case No.: 07-00616

Chapter 11 Petition Date: June 14, 2007

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Ramon J. Ferrer, Esq.
                  135 South Wakea Avenue, Suite 212
                  Kahului, HI 96732
                  Tel: (808) 877-3682
                  Fax: (808) 871-9557

Total Assets: $4,117,350

Total Debts:  $3,400,000

Debtor's Eight Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Deutshce Bank National      first mortgage            $585,000
Trust Co.                   property
c/o Washington Mutual
Bank
9451 Corbin Avenue
Northridge, CA 91324

Bayview Loan Servicing,     first mortgage            $570,000
L.L.C.                      property
4425 Ponce Road
Coral Gables, FL 33146

G.R.P. Loan, L.L.C.         first mortgage            $570,000
445 Hamilton Avenue,        property
8th Floor
White Plains, NY 10601

Ronald H.B. and             second mortgage           $400,000
Connie Kim                  property
c/o Joy Yanagida, Esq.
33 Maluhia Drive,
Suite 201
Wailuku, HI 96793

Ocwen Federal Bank,         second mortgage           $142,000
F.S.B.

Washington Mutual Bank      second mortgage            $72,500
                            property


NAVISTAR INT'L: Operating Unit Inks $200 Million Credit Facility
----------------------------------------------------------------
Navistar International Corporation disclosed that International
Truck & Engine Corporation, its principal operating subsidiary,
signed a definitive loan agreement relating to a five-year senior
inventory secured, asset-based revolving credit facility in an
aggregate principal amount of $200 million.  The facility is
secured by domestic manufacturing plant and service parts
inventory well as used truck inventory.

The facility was arranged by Credit Suisse, Bank of America, N.A.
and JPMorgan Chase Bank, N.A. Credit Suisse is the lead arranger
and Bank of America is the collateral agent.

The new loan facility matures in June 2012.  All borrowings under
the new loan facility will accrue interest at a rate equal to a
base rate or an adjusted LIBOR rate plus a spread.  The spread,
which will be based on an availability-based measure, ranges from
125 basis points to 175 basis points for LIBOR borrowings.  The
initial LIBOR spread is 150 basis points.  Borrowings under the
facility are available for general corporate purposes.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent  
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV market.  The company also provides
truck and diesel engine parts and service sold under the
International brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2007, Fitch
Ratings retained Navistar International Corp.'s BB- Issuer Default
Rating and BB- senior unsecured bank facility rating under Rating
Watch Negative.


NEW EAST HOSPITALITY: Case Summary & 16 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: New East Hospitality, L.L.C.
        59 Beachwood Avenue
        Edison, NJ 08837

Bankruptcy Case No.: 07-18549

Chapter 11 Petition Date: June 18, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Justin M. Gillman, Esq.
                  770 Amboy Avenue
                  Edison, NJ 08837
                  Tel: (732) 661-1664
                  Fax: (732) 661-1707

Estimated Assets: Less than 10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Crown Bank                                          $1,458,011
c/o New East Hospitality,
L.L.C., et als.
202 Carnegie Center
CN 5226
Princeton, NJ 08543-5226

East Orange Tax Collector                             $400,000
44 City Hall Plaza
East Orange, NJ 07019

Bureau of Housing                                     $148,167
Inspection
101 South Broad Street
Trenton, NJ 08625

Verndale Avent                                        $127,388

State of New Jersey                                    $43,600
Division of Codes and
Standards

State of New Jersey                                    $34,083

New Jersey Division of                                 $22,938
Taxation

State of New Jersey                                    $13,300
Department of Community
Affairs, Division of
Fire Safety

New York Elevator                                       $6,081

Home Depot Credit Services                              $5,738

Hardy Martin                                            $5,174

Bank of America                                         $3,594

Pius C. Ike                                             $1,395

East Orange Water Commission                              $912

Annie James                                               $653

Colony Insurance Company                                  $540


NEW WORD: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: New Word of Faith Church Corp.
        926 Hearst Street
        Berkeley, CA 94710

Bankruptcy Case No.: 07-41865

Chapter 11 Petition Date: June 18, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Fayedine Coulter, Esq.
                  1 Kaiser Plaza, Suite 601
                  Oakland, CA 94612
                  Tel: (510) 839-2245

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


NTELOS HOLDINGS: Strong Performance Cues S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Waynesboro, Virginia-based NTELOS Holdings Corp. and its operating
subsidiary, NTELOS Inc., including the corporate credit ratings,
which were raised to 'BB-' from 'B' . The outlook is stable.

"The two-notch upgrade recognizes the company's strong operating
performance over the last year and its more moderate financial
policy," said Standard & Poor's credit analyst Susan Madison.
NTELOS is an integrated communication services provider serving
383,000 wireless subscribers and 92,000 access lines in parts of
western Virginia and West Virginia.  Debt outstanding at March 31,
2007, totaled about $619 million.

Over the last year, NTELOS has experienced healthy growth in all
segments of its business, with the performance of the wireless
unit, (which accounts for 75% of revenues and 65% of EBITDA),
being particularly strong.  Annual growth in wireless revenues and
EBITDA of 18% and 25%, respectively, for the quarter ended March
31, 2007, has been driven by expansion of the retail subscriber
base, (which grew 11% annually), and higher average revenue per
subscriber of $55.48.

Wireless performance has also been bolstered by growth in NTELOS'
wholesale wireless business because of increasing minutes of use
resulting from the company's strategic partnership agreement with
Sprint Nextel Corp.  In addition to being a significant component
of roaming revenues, the agreement enables NTELOS to access Sprint
Nextel's nationwide network at a favorable rates, making it more
economical to offer national wireless plans to its retail base.  
Overbuilding restrictions throughout the life of the contract also
protect this revenue stream.

NTELOS' wireline business, which consists of two rural local
exchange carriers serving about 45,000 access lines and a
competitive local exchange carrier business, has been a stable
source of cash flow.  NTELOS, like all wireline carriers, will
eventually face competition from cable telephony.  However, the
rural nature and tertiary characteristics of the company's service
territory provide some insulation from competition in the near
term.  Annual access-line losses to date have been in the 2%-3%
area, (below the losses of most of its rural wireline peers),
primarily because of a reduction in Centrex lines, wireless
substitution, and the loss of second lines.


NOVELIS INC: Change of Control Offer Expiration Date Extended
-------------------------------------------------------------
Novelis Inc. reported that its tender offer relating to its
$1.4 billion principal amount of 7-1/4% Senior Notes due 2015 and
the solicitation of consents to the proposed amendments to the
indenture governing the senior notes expired on at 8:00 a.m., on
June 15, 2007.

The tender offer and consent solicitation was conditioned upon,
receipt of consents to the proposed amendments from holders of a
majority of the outstanding senior notes.  As of the expiration,
$10,717,000 aggregate principal amount of senior notes and related
consents had been validly tendered pursuant to the tender offer.

Accordingly, as of the expiration of the tender offer, the
condition had not been satisfied and Novelis will not accept any
tendered notes for payment.  All senior notes tendered pursuant to
the tender offer will be returned promptly to the holders, and the
indenture governing the senior notes will not be amended.

Novelis also disclosed the extension of the expiration date of its
change of control offer to 5:00 p.m., New York City time, on
June 27, 2007.

The original change of control offer expiration date was
8:00 a.m., New York City time, on June 15, 2007.  As of the
original change of control offer expiration date, $60,000
aggregate principal amount of senior notes had been validly
tendered pursuant to the change of control offer.  All senior
notes validly tendered pursuant to the change of control offer
prior to the extended expiration date will be entitled to receive
the offer consideration of $1,010 per $1,000 principal amount of
senior notes.

Other than as set forth herein, the change of control offer as
described in the Offer to Purchase and Consent Solicitation
Statement dated May 16, 2007, remains unchanged.

UBS Investment Bank and ABN AMRO Incorporated are acting as dealer
managers in connection with the change of control offer.  
Questions about the change of control offer may be directed to the
Liability Management Group of UBS Investment Bank at (888) 722-
9555 ext. 4210 (toll free) or (203) 719-4210 (collect) and to
Robert Silverschotz at ABN AMRO Incorporated at (212) 409- 6862.  

Requests for documentation should be directed to Global Bondholder
Services Corporation, the information agent in connection with the
change of control offer, at (212) 430-3774 or (866) 807-2200 (toll
free). The depositary for the change of control offer is The Bank
of New York Trust Company N.A.

                        About Novelis Inc.

Based in Atlanta, Georgia, Novelis Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- is the global provider of aluminum  
rolled products and aluminum can recycling.  The company operates
in 11 countries and has approximately 12,900 employees.  Novelis
has the capability to provide its customers with a regional supply
of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America and South America.  Through
its advanced production capabilities, the company supplies
aluminum sheet and foil to the automotive and transportation,
beverage and food packaging, construction and industrial, and
printing markets.

                    *     *     *


As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services affirmed all of its ratings
on Novelis Inc., including the 'BB-' long-term corporate credit
rating, and removed the ratings from CreditWatch with developing
implications, where they were placed Feb. 12, 2007.  The outlook
is negative.


NY WESTCHESTER: Court OKs Deloitte as Panel's Financial Advisor
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave the Official Committee of Unsecured Creditors of New
York Westchester Square Medical Center's bankruptcy cases,
permission to retain Deloitte Financial Advisory Services LLP, as
its financial advisor.

The firm is expected to:

     a. assist and advise the Committee in its analysis of the  
        current financial position of the Debtor.

     b. assist and advise the Committee in its analysis of the
        Debtor's business plans, cash flow projections,
        restructuring programs, selling and general administrative
        structure and other reports or analyses prepared by the
        Debtor or its professionals in order to assist the
        Committee in its assessment of the business viability of
        the Debtor, the reasonableness of the Debtor's projections
        and underlying assumptions and the impact of market
        conditions on forecasted result of the Debtor.

     c. assist and advise the Committee in its analysis of
        proposed transactions, and other matters for which the
        Debtor may seek Bankruptcy Court approval including,
        but not limited to, use of cash collateral,
        assumption/rejection of leases and other executory
        contract, management compensation and retention and
        severance plans;

     d. assist and advise the committee in its analysis of the
        Debtor's internally prepared financial statements and
        related documentation, in order to evaluate performance of
        the Debtor as compared to the Debtor's projected results;

     e. assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plan(s)
        of reorganization or strategic transaction(s), including
        developing, structuring and negotiating the terms and
        conditions of potential plan(s) and strategic
        transaction(s);

     f. assist and render expert testimony on behalf of the
        Committee;

     g. assist and advise the Committee in its analysis of the
        Debtor's hypothetical liquidation analyses under various
        scenarios;

     h. assist the Committee with respect to obtaining other
        services, including but not limited to, tax services,
        valuation assistance, corporate finance advice,
        compensation and benefits consulting, or other specialized
        services as may be requested by the committee and agreed
        to by the firm or its representative affiliates which
        provide the services and which may require separated
        written engagement letters;

     i. attend and advise at meetings and court hearings with the
        Committee and its counsel and representative of the
        Debtor; and

     j. provide other services, as requested by the Committee and
        agree by the firm in writing.

The Debtor tells the Court that the firm agreed to charge $295 per
hour for all professional services and $150 per hour for
paraprofessional services.

Daniel S. Polsky, a 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. Polsky can be reached at:

     Daniel S. Polsky
     Deliotte Financial Advisory Services LLP
     Two World Financial Center
     New York, NY 10281-1414
     Tel: (212) 436-2000
     Fax: (212) 436-5000
     http://www.deloitte.com/

Based in Bronx, New York, New York Westchester Square
Medical Center -- http://www.nywsmc.org/-- is a not-for-profit,
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.  The Debtor's exclusive period wherein it
can file a plan of reorganization ends on Aug. 16, 2007.


OMNICARE INC: Poor Performance Prompts S&P to Downgrade Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Omnicare
Inc. The corporate credit rating was lowered to 'BB+' from 'BBB-'.
The outlook is negative.  The subordinated debt and senior
unsecured ratings were lowered to 'BB-' from 'BB+', and the
preferred stock rating on the company's convertible debentures was
lowered to 'B+' from 'BB', reflecting Omnicare's sub-investment
grade status.

The senior unsecured and subordinated debt are rated the same (two
notches below the corporate credit rating) given the relative
weakness of the subsidiary guaranteeing the senior unsecured debt.

"The downgrades reflect Omnicare's performance in 2006 and its
expected performance in 2007," explained Standard & Poor's credit
analyst Jesse Juliano.  "The company has performed well below the
expectations we set at the time of our initial ratings in December
2005."

The company's EBITDA and cash flow have been weak relative to
expectations, and therefore debt reduction has been below what was
anticipated.  The downgrade also reflects our belief that Omnicare
will continue to operate with a sub-investment grade financial
risk profile for the near term.

The ratings on Covington, Kentucky-based Omnicare Inc. continue to
reflect the company's leading position as a provider of pharmacy
services to nursing homes and other long-term care providers, its
still-solid liquidity, and its ability to produce positive free
cash flow despite numerous operating hurdles over the past five
quarters. These benefits are partially offset by the company's
narrow business focus, which exposes it to industry specific
risks, such as the potential for future reimbursement pressure.  
In addition, Omnicare experienced a number of major setbacks since
its acquisition of NeighborCare Inc. and the implementation of
Medicare Part D, and its financial profile remains weak for the
current rating.


PAETEC HOLDING: Plans to Offer $300 Million of Senior Notes
-----------------------------------------------------------
PAETEC Holding Corp. plans to offer $300 million aggregate
principal amount of senior notes due 2015 in a private offering to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933 and outside the United States in reliance
on Regulation S under the Securities Act.

The net proceeds from the offering will be used to repay term
loans outstanding under PAETEC's existing credit facility.

The offering is expected to be completed during the week of
June 25, 2007, subject to market conditions.

The senior notes will not be registered under the Securities Act
of 1933 or any state securities laws and, unless so registered,
may not be offered or sold except pursuant to an applicable
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.

                    About Paetec Holding

Headquartered in Fairport, NY, PAETEC Holding Corp. (NASDAQ GS:
PAET), fka US LEC Corp., -- http://www.paetec.com/-- is a full  
service provider of Internet protocol (IP), data and voice
solutions to medium-sized and large businesses and enterprise
organizations throughout 16 eastern states and the District of
Columbia.  The company provides a range of voice and high-speed
data network services on a retail basis to its end-user business
and institutional customers.  In addition, PAETEC offers a range
of voice and high-speed data carrier services to other
telecommunications companies.  Its service offerings include core
voice and data services, application services, network integration
services and managed services.  On February 28, 2007, PAETEC Corp.
completed its combination with US LEC Corp.  PAETEC Holding Corp.
is a wholly owned subsidiary of PAETEC Corp. formed by PAETEC
Corp. to complete the merger.  As a result of the merger, PAETEC
Corp. and US LEC Corp. became wholly owned subsidiaries of PAETEC
Holding.

                       *     *     *

In January 2007, Standard & Poor's Ratings Services' affirmed the
company's ratings, including the 'B' corporate credit rating.  The
outlook on the ratings is stable.


PAETEC HOLDING: Wants to Amend Sr. Facility to Decrease Interest
----------------------------------------------------------------
PAETEC Holding Corp. plans to seek amendments to its existing
$850 million senior secured credit facilities to decrease the
applicable interest rate margins and effect certain changes to
covenants.  Consents are expected to be due from existing lenders
during the week of June 25, 2007, with closing and effectiveness
after the July 4 holiday.

In connection with the amendments, PAETEC expects to repay
$300 million in principal amount of term loans outstanding under
the credit facility with the proceeds from a concurrent capital
markets transaction.

The transactions are not expected to change PAETEC's total
indebtedness.

                      About Paetec Holding

Headquartered in Fairport, NY, PAETEC Holding Corp. (NASDAQ GS:
PAET), fka US LEC Corp., -- http://www.paetec.com/-- is a full  
service provider of Internet protocol (IP), data and voice
solutions to medium-sized and large businesses and enterprise
organizations throughout 16 eastern states and the District of
Columbia. The Company provides a range of voice and high-speed
data network services on a retail basis to its end-user business
and institutional customers.  In addition, PAETEC offers a range
of voice and high-speed data carrier services to other
telecommunications companies. Its service offerings include core
voice and data services, application services, network integration
services and managed services. On February 28, 2007, PAETEC Corp.
completed its combination with US LEC Corp. PAETEC Holding Corp.
is a wholly owned subsidiary of PAETEC Corp. formed by PAETEC
Corp. to complete the merger. As a result of the merger, PAETEC
Corp. and US LEC Corp. became wholly owned subsidiaries of PAETEC
Holding.

                       *     *     *

In January 2007, Standard & Poor's Ratings Services' affirmed the
company's ratings, including the 'B' corporate credit rating.  The
outlook on the ratings is stable.


PENN NATIONAL: S&P Cuts Rating to BB- and Places Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Penn National Gaming Inc. to 'BB-' from 'BB' and placed
the rating on CreditWatch with negative implications.

The lower corporate credit rating and CreditWatch listing follow
the company's announcement that it has entered into a definitive
agreement to be acquired by certain funds managed by affiliates of
Fortress Investment Group LLC and Centerbridge Partners LP in an
all-cash transaction valued at approximately $8.9 billion,
including the planned repayment of approximately $2.8 billion of
Penn National's outstanding debt.

The issue ratings on Penn National's individual debt instruments
were not lowered, but were placed on CreditWatch with negative
implications in conjunction with the corporate credit rating.  The
absence of a rating downgrade of the issue ratings reflects the
planned repayment of the company's outstanding debt, and the
CreditWatch listing reflects the potential for lower issue ratings
in the event the proposed transaction and refinancing do not
occur.

"In the event the proposed transaction closes, we would expect pro
forma debt leverage to no longer be consistent with the prior
corporate credit rating even though a pro forma capital structure
has not yet been disclosed," said Standard & Poor's credit analyst
Craig Parmelee.  "In addition, the rating could be lowered further
into the 'B' category once more definitive financing plans are
disclosed and we have the opportunity to assess the pro forma
capital structure.  In the event this proposed transaction or any
alternative proposals are not consummated, the more aggressive
financial policy demonstrated by management with today's
announcement still warrants the lower corporate credit rating."

Under the terms of the agreement, Penn National shareholders will
receive $67.00 in cash per share, which represents a premium of
approximately 31% over Penn National's closing share price on June
14, 2007.  In addition, the merger agreement permits Penn National
to solicit superior proposals from other parties for a 45-day
period.  The transaction is subject to the satisfaction of certain
customary conditions, including shareholder and regulatory
approvals, and is currently expected to close in approximately 12-
16 months.  The agreement does not contain a financing condition
and, if not consummated by June 15, 2008, the per share purchase
price increases by $0.0149 per day.

In resolving the CreditWatch listing, we will assess the company's
future operating and financial objectives in light of the proposed
transaction.


PHOENIX FOOTWEAR: Selling Royal Robbins for $40 Million in Cash
---------------------------------------------------------------
Phoenix Footwear Group Inc. has signed a definitive agreement to
sell its Royal Robbins division and related business assets to
Kellwood Company, a marketer of apparel and consumer soft goods.  
Under the terms of the agreement, upon consummation of the
transaction Kellwood will pay approximately $40 million in cash,
subject to a working capital adjustment.  

Phoenix Footwear expects to report a net pre-tax gain of
approximately $23 million on the sale including transaction costs.
Phoenix Footwear acquired Royal Robbins on Oct. 31, 2003, for a
total of $11.7 million.  Phoenix Footwear was advised by KSA
Capital Advisors, Inc. on the transaction.

"Royal Robbins is an outstanding brand with strong revenues and a
very loyal following, and the company is pleased with a three-fold
return it expects to achieve on this asset in just over a three-
year period," Jim Riedman, chairman of Phoenix Footwear Group,
Inc., said.  "This transaction represents a significant step in
the company's plan to position the company to further enhance
shareholder value.  It provides a source of capital that will
allow the company to further pursue its growth strategy of
focusing on the strengthening of its remaining brands and paying
down the majority of its long-term debt."

The boards of directors for both companies have unanimously
approved the transaction, which is expected to close within the
next 30 days, subject to customary closing conditions.

Phoenix intends to file these agreements and as exhibits to its
Quarterly Report on Form 10-Q for the fiscal quarter ending
June 30, 2007.

Founded in 1968 by outdoor enthusiasts, Royal and Liz Robbins,
Royal Robbins is known for comfortable, rugged clothing and
classic styles.  Royal Robbins' Go Everywhere(R) line of technical
clothing gear, featuring lightweight, wrinkle-resistant supplex
nylon, is particularly popular among hikers, kayakers and other
outdoor enthusiasts.

                      About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group Inc.
(AMEX: PXG) -- http://www.phoenixfootwear.com/--   
designs, develops and markets a diversified selection of a men's
and women's dress and casual footwear, belts, personal items,
outdoor sportswear and travel apparel and design, manufacture and
market military specification and commercial combat and uniform
boots.  The company's moderate-to-premium priced brands include
Royal Robbins(R) apparel, the Tommy Bahama(R), Trotters(R),
SoftWalk(R), H.S. Trask(R) and Altama(R) footwear lines, and
Chambers Belts(R).  The company's operations are comprised of four
reportable segments, footwear and apparel, premium footwear,
military boot business, and accessories.

                        Going Concern Doubt

Grant Thornton LLP raised substantial doubt about Phoenix Footwear
Group Inc.'s ability to continue as a going concern after auditing
the company's financial statements as of Dec. 31, 2006, and 2005.  
Grant Thornton cited the company's net loss of $20.4 million for
the year ended Dec. 30, 2006, and the company's deficit in working
capital of $9.5 million at Dec. 30, 2006.  The auditing firm also
added that the company did not meet the financial covenants under
its credit agreement as of Dec. 30, 2006, and as of March 31,
2007.


PINNOAK RESOURCES: Cleveland-Cliffs Deal Cues S&P's Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating and other ratings on PinnOak Resources LLC on
CreditWatch with positive implications.

The rating action followed the announcement that the company has
signed a definitive agreement to be acquired by Cleveland-Cliffs,
Inc. (unrated) in a transaction valued at about $600 million in
cash and existing debt.  The transaction is expected to close
within 60 days subject to regulatory approvals.

Cannonsburg, Pennsylvania-based PinnOak operates three mines that
produced around 4 million tons of high-quality metallurgical coal
in 2006.

Cleveland, Ohio-based Cleveland-Cliffs, which had $1.9 billion in
revenues in 2006, is the largest producer of iron ore pellets in
North America and operates six iron ore mines in the U.S. and
Eastern Canada.  It also has iron ore mining interests in
Australia and Brazil and coal-mining interests in Australia.


PLIANT CORP: Plans to Reduce Debt through Senior Notes Refinancing
------------------------------------------------------------------
Pliant Corporation has reached a definitive agreement to reduce
its debt by over $30 million by refinancing its 13% Senior
Subordinated Notes due 2010.  The 2010 Notes, carried on Pliant's
books at over $55 million, will be redeemed for $20 million, plus
accrued interest, on July 16, 2007.
    
"This refinancing is another positive step along the path of
Pliant lowering its debt and improving its credit statistics,"
Steve Auburn, Pliant's general counsel and director of investor
relations said.  "The company is pleased with this improvement."
    
Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006

                        *     *     *

In October 2006, subsequent to its emergence from Chapter 11 of
the Bankruptcy Code, Moody's Investors Service assigned these
ratings to Pliant: $288 million senior secured 1st lien 11.85% PIK
notes due June 15, 2009, B2; $7.5 million senior secured 1st lien
11.35% notes due June 15, 2009, B2; $250 million senior secured
2nd lien 11.125% notes due Sept. 1, 2009, Caa1; Corporate Family
Rating, B3; Probability of Default Rating, B3; and Speculative
Grade Liquidity Rating, SGL-3.  Moody's also put a stable outlook
on the ratings.


POLYPORE INT'L: Commences Tender Offer for 10-1/2% Senior Notes
---------------------------------------------------------------
Polypore International Inc. has commenced a tender offer to
purchase for cash any and all of its outstanding 10-1/2% Senior
Discount Notes due 2012, pursuant to an Offer to Purchase
statement dated June 15, 2007, for a price equal to $978.80 per
$1,000 principal amount at maturity of the notes, which includes
$948.80 as the tender offer consideration and $30 as a consent
payment.

The Notes were initially issued in October 2004 in an aggregate
principal amount at maturity of $300 million, and the accreted
value of the discount notes at March 31, 2007, was approximately
$257.3 million.

In connection with the Tender Offer, the company is soliciting
consents to certain proposed amendments to the indenture governing
the Notes that are subject to the Tender Offer to eliminate
substantially all of the covenants and certain events of default
and related provisions contained in the indenture.

The Consent Solicitation will expire at 5:00 p.m., New York City
time, on June 28, 2007, unless extended.  On the terms and subject
to the conditions of the Consent Solicitation, if the company
receives the requisite consents and the supplemental indenture
that contains the amendments is executed, the company will pay,
promptly following the Consent Deadline and the satisfaction of
the other conditions contained in the Consent Solicitation, to
each Holder who has validly delivered a valid consent on or prior
to the Consent Deadline, $30 for each $1,000 in principal amount
at maturity of Notes.

With respect to the Tender Offer, holders of Notes validly
tendered on or prior to the Consent Deadline, if such notes are
accepted for purchase, will receive the tender offer consideration
plus the Consent Payment.  The tender offer is scheduled to expire
at 5:00 p.m, New York City time on July 13, 2007, unless extended
or earlier terminated.  Payment for Notes validly tendered on or
prior to the Consent Deadline and accepted for purchase will be
made promptly after the Consent Deadline.  Holders of Notes who
validly tender after the Consent Deadline but prior to the
Expiration Time, if such notes are accepted for purchase, will
receive the Total Consideration less the Consent Payment.  Payment
for Notes validly tendered after the Consent Deadline and on or
prior to the Expiration Time and accepted for purchase will be
made promptly after the Expiration Time.

The Tender Offer is subject to the satisfaction or waiver of
certain other conditions as set forth in the Offer to Purchase
governing the Tender Offer.  It is a condition to the consummation
of the Tender Offer that the holders of at least a majority in
accreted value of the Notes outstanding voting as a single class
consent to the amendments to the indenture governing the Notes.  
Additionally, the Tender Offer is subject to consummation of the
company's anticipated initial public offering.  The company
intends to use the net proceeds from its initial public offering
to purchase the Notes that are tendered in connection with the
Tender Offer.

The complete terms and conditions of the Tender Offer and the
Consent Solicitation are set forth in the Offer to Purchase that
is being sent to holders of the Notes.  Copies of each Offer to
Purchase and the related Letter of Transmittal may be obtained
from the Information Agent for the Tender Offers, Global
Bondholder Services Corporation, at (212) 430-3774 and (866) 807-
2200 (toll-free).

J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation
Agent for the Tender Offer and Consent Solicitation.  Questions
regarding the Tender Offer and the Consent Solicitation may be
directed to J.P. Morgan Securities Inc. at (212) 270-1477 (call
collect).

                    About Polypore International

Headquartered in Charlotte, North Carolina, Polypore International
Inc., is develops, manufactures and markets specialized polymer-
based membranes used in separation and filtration processes.  The
company is managed under two business segments.  The energy
storage segment, which currently represents approximately two-
thirds of total revenues, produces separators for lead-acid and
lithium batteries.  The separations media segment, which currently
represents approximately one-third of total revenues, produces
membranes used in various healthcare and industrial applications.

                       *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service assigned Ba3 ratings to Polypore Inc.'s
new senior secured bank credit facilities.

In a related action, Moody's affirmed the B3 Corporate Family and
Probability of Default Ratings of Polypore's ultimate parent,
Polypore International, Inc., and affirmed the ratings of Polypore
Inc.'s senior subordinated notes at Caa1.  The outlook is changed
to positive.


QUANTUM CORP: S&P Affirms B Rating and Says Outlook is Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on San Jose, California-based Quantum Corp.  At the
same time, Standard & Poor's revised its outlook on Quantum to
positive from stable.

Standard & Poor's also assigned its 'B+' bank loan rating and '2'
recovery rating to the company's proposed $450 million senior
secured bank facility, reflecting S&P's expectation for
substantial (70%-90%) recovery of principal by creditors in the
event of a payment default.  The proposed bank facility will
consist of a $50 million revolving credit facility, due 2012, and
a $400 million term loan, due 2014.

"The revision of the outlook to positive reflects initial progress
in integrating ADIC combined with our expectation for continued
improvement to operating margins over the next several quarters,"
said Standard & Poor's credit analyst Ben Bubeck.  Pro forma
operating lease adjusted leverage, based on two full quarters of
performance since the acquisition of ADIC, and adjusted for
restructuring charges, is estimated to be slightly below 5x.

Proceeds from the proposed bank facility, along with approximately
$30 million of cash from the balance sheet, will be used to
refinance Quantum's existing bank debt, including fees and a
prepayment premium.

The ratings on Quantum reflect a limited track record following
last year's acquisition of ADIC, mixed tape industry fundamentals,
a competitive marketplace, and high debt leverage.  These factors
partly are offset by S&P's expectation for incremental
improvements to profitability and cash flow generation, Quantum's
strong product portfolio, and adequate liquidity.

Quantum is a leading vendor of data backup, recovery, and archive
solutions.  Last year's nearly $800 million acquisition of ADIC
bolstered Quantum's product offering, in addition to providing
greater scale and capacity to reach end customers directly.  Pro
forma for the proposed debt financing, Quantum had approximately
$630 million of operating lease-adjusted debt as of March 2007.


RJO HOLDINGS: High Financial Leverage Cues S&P's B Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
counterparty credit rating to RJO Holdings Corp.

The outlook is stable.

Standard & Poor's also rated RJO's $50 million revolving credit
facility 'BB-' with a recovery rating of '1', indicating the
expectation of very high recovery (90%-100%) in the event of
payment default.  S&P rated RJO's senior secured $385 million
first-lien facility 'B' with a recovery rating of '4' (average
recovery--30%-50%); and rated its senior secured $150 million
second-lien facility 'CCC+' with a recovery rating of '6',
indicating the expectation of negligible recovery (0%-10%).

"The ratings on RJO reflect its high financial leverage, low
interest coverage, negative tangible equity, and dependence on
market volumes.  Partially offsetting these weaknesses are the
company's well-established franchise in the rapidly growing
futures market, highly variable cost structure, and agency
business model," said Standard & Poor's credit analyst
Robert Hansen.

The debt ratings reflect a proposed transaction under which
Spectrum and Technology Crossover Ventures (will become majority
shareholders.  The O'Brien family, which is currently the sole
shareholder of R.J. O'Brien & Associates, will retain an ownership
interest in RJO.

As a result of this transaction the company will carry a
substantial debt burden, and S&P expects interest coverage to
remain very weak for at least the next two years.  However, S&P
expects interest coverage to improve modestly due, in part, to
expected market growth and modest operating margin expansion.

Liquidity should be very limited initially, but sufficient, with
very modest cash balances and minimal excess regulatory net
capital at RJO's regulated brokerage subsidiary.  Although the
agency nature of RJO's business model reduces earnings volatility,
S&P remains concerned by the company's revenue concentration among
introducing brokers.

The company's well-established competitive position and strong
risk controls have allowed it to generate relatively consistent
and stable operating cash flows, despite the company's dependence
on market volumes.  However, S&P believes that meeting debt
service obligations depends on the company continuing its recent
strong operating performance and maintaining tight expense
controls.

The stable outlook reflects our opinion that RJO will meet its
projected debt service obligations and amortize its debt
facilities as required.  If the company fails to achieve S&P's
expected financial performance or equity sponsors extract capital,
either in the form of a dividend or a stock buyback, the ratings
could be lowered.

RJO Holdings Corp. is the parent company of R.J. O'Brien &
Associates, the world's leading specialty broker of futures and
options, with leading market shares at the relevant exchanges.


ROCK-TENN CO: Improved Operating Results Cue S&P's Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Rock-Tenn
Co. including the 'BB' corporate credit rating, on CreditWatch
with positive implications.  The company had total debt of $853
million at March 31, 2007.

"The CreditWatch listing reflects meaningful improvements in the
company's operating results and credit measures over the past
several quarters," said Standard & Poor's credit analyst Andy
Sookram.

In particular, Rock-Tenn continues to show good operating results,
with EBITDA increasing to $222 million for the three quarters
ended March 31, 2007, from $147 million for the comparable period
of 2006year-earlier quarter.  The increase was due to the
acquisition of Gulf States Paper Corp., which resulted in
synergies and greater vertical integration and better leveraging
of Rock-Tenn's fixed costs in a favorable pricing environment.
Combined with a meaningful and more rapid reduction in debt, debt
to EBITDA improved to 3.1x at March 31, 2007, from around 5.1x a
year earlier.

"In resolving the CreditWatch listing, we will evaluate the
company's prospects for sustaining its recent operating
improvements," Mr. Sookram said.  "We will also consider the
company's financial and operating strategies, financial policies,
and our outlook for market conditions."


ROCKAWAY BEDDING: Sleepy's and Hudson to Buy Remaining Assets
-------------------------------------------------------------
Rockaway Bedding Inc. and its debtor-affiliates received an
offer from Sleepy's LLC and Hudson Capital Partners LLC for the
purchase of their remaining inventory, main warehouse,
and not less than 138 leases, Bill Rochelle of Bloomberg News
reports.

According to Bloomberg, Sleepy's and Hudson will buy the assets
for $12 million and that they will have the right to conduct
going-out-of-business sales at the 73 locations where the
inventory has not already been liquidated.

The Debtors expect a July 2, 2007 competing bid deadline and a
July 6, 2007 auction.

Headquartered in Randolph, New Jersey, Rockaway Bedding Inc. --
http://www.rockawaybedding.com/-- manufactures and markets beds,   
mattresses and futons.  The company and six of its affiliates
filed for Chapter 11 protection on April 9, 2007 (Bankr. D. N.J.
Case Nos. 07-14890 through 07-14898).  David H. Stein, Esq., and
Michael F. Hahn, Esq., at Duane Morris LLP represent the Debtors
in their restructuring efforts.  Lawyers at Fox Rothschild LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, Rockaway Bedding disclosed total
assets of $18,949,785 and total debts of $20,190,990.  Rockaway's
six debtor-affiliates disclosed zero assets and $3,431,357 in
total liabilities.  The Debtors' exclusive period to file a
chapter 11 plan of reorganization expires on Aug. 7, 2007.


SAK DEVELOPMENT: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: SAK Development, Inc.
        3280 Charles Boulevard, Suite A
        Greenville, NC 27858

Bankruptcy Case No.: 07-02215

Type of Business: The Debtor's affiliate, American Constructors of
                  North Carolina, Inc., filed for Chapter 11
                  protection on June 6, 2007 (Bankr. E.D. N.C.
                  Case No. 07-02083).

Chapter 11 Petition Date: June 18, 2007

Court: Eastern District of North Carolina (Wilson)

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Five Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Hanover Design Services                          $35,001
1123 Floral Parkway
Wilmington, NC 28403

Whirlpool Corporation                            $31,118
c/o Eric Biesecker, Esq.
P.O. Box 3463
Greensboro, NC 27402

Millenia Bank                                    $25,000
1310 West Arlington Boulevard
Greenville, NC 27834

Garris Evans Lumber Co.                          $21,757

Southern Environmental                            $3,149


SCOTT SMITH: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Scott A. Smith
        Tracey L. Smith
        2275 Park Place Road
        Slatington, PA 18080

Bankruptcy Case No.: 07-20981

Chapter 11 Petition Date: June 13, 2007

Court: Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: Michael J. McCrystal, Esq.
                  2355 Old Post Road, Suite 4
                  Coplay, PA 18037
                  Tel: (610) 262-7873

Total Assets: $1,649,900

Total Debts:  $2,498,414

Debtor's Seven Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Service Electric Cable      trade debts             $1,000,000
TV
c/o Harry Newman, Esq.
3897 Alder Place,
Suite 180C
Bethlehem, PA 18017

Internal Revenue Service    trade debt                 $75,000
Attention: Special
Procedures Branch
P.O. Box 12051
Philadelphia, PA
19105-2051

H.S.B.C. Bank Nevada, N.A.  personal debts             $20,000
1111 Town Center Drive
Las Vegas, NV 89193

Commonwealth of             trade debts                $12,000
Pennsylvania

Credit Card Services        personal debt               $7,839

Owen M. Bastian, Inc.       personal debt               $5,880

G.F. Pension Corp.          trade debts                 $4,045


SEA CONTAINERS: Regulator Issues Financial Support Direction
------------------------------------------------------------
The Determinations Panel of the Pensions Regulator (London) has
published notices of its decision that a Financial Support
Direction will be issued on Sea Containers Ltd. and its debtor-
affiliates, under Section 43 of the Pensions Act 2004 in respect
of the Sea Containers 1983 and 1990 Pension Scheme.

The hearing took place in London on June 12 and 13, 2007, to
consider warning notices issued by the Regulator in October 2006
and April 2007 in respect of the two Pension Schemes.

The issue of the FSD, which requires the company to put in place
financial support for its pension schemes, will not take place
before 28 days after the date of the Determination Notices.
Reasons for the Determination Notices were reserved and will be
issued on June 25, 2007.

The company expects that any restructuring plan of reorganization
proposed under the Chapter 11 bankruptcy protection process would
be subject to the Pensions Regulator's Clearance procedure, but
the company is nevertheless disappointed in the outcome of the
hearing.  The company will give its full comments once the Panel
has given its reasons and will consider once it has received them
whether an appeal is appropriate.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight          
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SERVICEMASTER CO: S&P Junks Rating on $1.15 Billion Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
The ServiceMaster Co.'s proposed $1.15 billion of senior toggle
notes due 2015.

ServiceMaster's other ratings, including its 'B' corporate credit
rating, have been affirmed.  The outlook is negative.

"The senior unsecured notes are rated 'CCC+' (two notches below
the corporate credit rating) because of the amount of secured debt
in the capital structure," said Standard & Poor's credit analyst
Jean Stout.

The ratings on Downers Grove, Illinois-based ServiceMaster reflect
its very highly leveraged financial profile following its pending
acquisition by an investment group led by Clayton, Dubilier & Rice
Inc. for about $5.6 billion, which will result in pro forma total
debt to EBITDA (including our standard adjustments) exceeding 9x
at closing and significant cash flow requirements to fund
interest.  Ratings support is provided by ServiceMaster's good
business positions in its fragmented and competitive end markets,
which have translated into good cash flow generation from a fairly
diverse portfolio of services, despite some exposure to weather
conditions in two of three of its key businesses.

The acquisition is expected to be financed with a $2.65 billion
term loan, $1.15 billion of senior unsecured toggle notes, and
$1.4 billion in sponsor equity.  The ratings on the company's
existing debt (to be repaid as part of this financing) will be
withdrawn upon closing of the transaction, with the exception of
approximately $353 million of existing senior notes due in 2018,
2027, and 2038, which will remain outstanding.


SIERRA PACIFIC: Two Units Commence Separate Tender Offers
---------------------------------------------------------
Sierra Pacific Resources reported that its two wholly-owned
subsidiaries, Sierra Pacific Power Company and Nevada Power
Company, each has commenced a tender offer for the entire
principal amount outstanding of certain series of their respective
General and Refunding Mortgage securities.
                                                                       
These are:

Nevada Power:

                                                       Fixed
                                                       Spread
                Security      Maturity   Reference    (in basis
  CUSIP No.    Description      Date     Security      points)
  ---------    -----------    --------   ---------    ---------
  641423 BF4   9% General     Aug. 15,   4.125% U.S.     50
               and Refunding   2003      Treasury
  641423 BE7   Mortgage Notes,           Note due
               Series G, due             Aug. 15, 2008
               2013

Sierra Pacific Power:

                                                       Fixed
                                                       Spread
                Security      Maturity   Reference    (in basis
  CUSIP No.    Description      Date     Security      points)
  ---------    -----------    --------   ---------    ---------
               8% General     June 1,    4.875% U.S.     50
  826418 AY1   and Refunding   2008      Treasury
               Mortgage Bonds,           Note due
               Series A, due             May 31, 2008
               2008

                    Nevada Power's Tender Offer

Under the terms of Nevada Power's tender offer, Nevada Power has
offered to purchase any and all of the outstanding $227.5 million
aggregate principal amount of its 9% General and Refunding
Mortgage Notes, Series G, due 2013, at a purchase price equal to:

    a) the present value on the date Nevada Power accepts and pays
       for the Notes of $1,045.00 per $1,000 principal amount of
       the Notes, the redemption price payable for the Notes on
       Aug. 15, 2008, the first date on which the Notes are
       redeemable at a fixed redemption price and all scheduled
       interest payments on the Notes from the Nevada Settlement
       Date up to and including the Earliest Redemption Date,
       calculated based on the assumption that the Notes will be
       redeemed in full on the Earliest Redemption Date,
       discounted on the basis of a yield to the Earliest
       Redemption Date equal to the sum of:
      
         1) the yield to maturity on the 4.125% U.S. Treasury Note
            due Aug. 15, 2008, based on the bid side price for
            such Reference Security as of 2 p.m., New York City
            time, Thursday, June 21, 2007, plus

        2) 50 basis points, minus

    b) accrued and unpaid interest to, but not including, the
       Nevada Settlement Date, being rounded to the nearest cent
       per $1,000 principal amount of the Notes.

Notes accepted for purchase will also receive accrued and unpaid
interest to, but excluding, the Nevada Settlement Date.  The offer
will expire at 9 a.m., New York City time, on Friday, June 22,
2007, unless the offer is extended or earlier terminated by Nevada
Power.  Payment for tendered Notes, plus accrued interest, will be
paid for in same-day funds on the Nevada Settlement Date, which is
expected to be on or about June 28, 2007.
    
The terms and conditions of the offer are set forth in an Offer to
Purchase and a Letter of Transmittal, dated June 15, 2007.  In the
Offer to Purchase, Nevada Power states that it will either use
established private credit facilities or the proceeds from the
sale of new securities to pay the purchase price for the Notes
purchased pursuant to the offer.

           Sierra Pacific Power's Tender Offer
    
Under the terms of Sierra Pacific Power's tender offer, Sierra
Pacific Power has offered to purchase any and all of the
outstanding $320 million aggregate principal amount of its 8%
General and Refunding Mortgage Bonds, Series A, due 2008, at a
purchase price equal to:

    (1) the present value on the date Sierra Pacific accepts and
        pays for the Bonds of $1,000 principal amount of such
        Bonds, the principal amount due on June 1, 2008, the
        maturity date for the Bonds and all scheduled interest
        payments on the Bonds from the Sierra Settlement Date up
        to and including the Maturity Date, discounted on the
        basis of a yield to the Maturity Date equal to the sum of:
  
         (a) the yield to maturity on the 4.875% U.S. Treasury
             Note due May 31, 2008, based on the bid side price
             for such Reference Security as of 2 p.m., New York
             City time, on Thursday, June 21, 2007, plus

         (b) 50 basis points, minus

    (2) accrued and unpaid interest to, but not including, the
        Sierra Settlement Date, being rounded to the nearest cent
        per $1,000 principal amount of the Bonds.

Bonds accepted for purchase will also receive accrued and unpaid
interest to, but excluding, the Sierra Settlement Date.  

The offer will expire at 9 a.m., New York City time, on Friday,
June 22, 2007, unless the offer is extended or earlier terminated
by Sierra Pacific.  Payment for tendered Bonds will be paid for in
same-day funds on the Sierra Settlement Date, which is expected to
be on or about June 28, 2007.  

The terms and conditions of the offer are set forth in an Offer to
Purchase and a Letter of Transmittal, dated June 15, 2007.  In the
Offer to Purchase, Sierra Pacific Power states that it will either
use previously established private credit facilities or the
proceeds from the sale of new securities to pay the purchase price
for the Bonds purchased pursuant to the offer.
    
The companies have retained Credit Suisse and Goldman, Sachs & Co.
to serve as Dealer Managers for each of the tender offers and
Morrow & Co. Inc. to serve as the Information Agent.

Requests for documents may be directed to:

         Morrow & Co., Inc.
         Tel: (800) 607-0088 (toll-free) or (203) 658-9400

Questions regarding the tender offers may be directed to:

         Credit Suisse
         Tel: (800) 820-1653 (toll-free) or
              (212) 325-4008 (collect)

               -- or --

        Goldman, Sachs & Co.
        Tel: (800) 828-3182 (toll-free) or
             (212) 902-9077 (collect).

                      About Nevada Power Company
    
Nevada Power Company is a regulated public utility engaged in the
distribution, transmission, generation, purchase and sale of
electric energy in the southern Nevada communities of Las Vegas,
North Las Vegas, Henderson, Searchlight, Laughlin and their
adjoining areas, including Nellis Air Force Base and the
Department of Energy's Nevada Test Site in Nye County. Nevada
Power provides electricity to approximately 807,000 residential
and business customers.

                      About Sierra Pacific Power
    
Sierra Pacific Power Company is the principal utility for most of
northern Nevada and the Lake Tahoe area of California.  Sierra
Pacific Power also distributes natural gas in the Reno-Sparks area
of northern Nevada.  Sierra Pacific Power provides electricity to
approximately 361,000 residential and business customers and
natural gas to approximately 140,000 residential and business
customers.

                    About Sierra Pacific Resources

Headquartered in Las Vegas, Nevada, Sierra Pacific Resources
(NYSE: SRP) -- http://www.sierrapacificresources.com/-- is a   
holding company whose principal subsidiaries, Nevada Power Company
and Sierra Pacific Power Company, are electric and electric and
gas utilities, respectively.  Sierra Pacific Resources also holds
relatively modest non-utility investments through other
subsidiaries.  

                          *     *     *

Moody's Investors Services rated Sierra Pacific Resources' long
term corporate family rating at 'Ba2' and probability of default
at 'Ba3'.

Standard and Poor's assigned a 'BB-' rating on the company's long
term foreign and local issuer credit.  The outlook is stable.

Fitch assigned 'BB-' rating on the company's long term issuer
default.


SINCLAIR BROADCAST: Board Declares Class A & B Stock Cash Dividend
------------------------------------------------------------------
Sinclair Broadcast Group Inc. board of directors has declared a
quarterly cash dividend of $0.15 per share on the company's Class
A and Class B common stock.  The dividends are payable on July 13,
2007, to the holders of record at the close of business on June
29, 2007. The common stock will trade ex-dividend on June 27,
2007.

Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI)-- http://www.sbgi.net/-- is one of the  
diversified television broadcasting companies, that owns and
operates, programs or provides sales services to 61 television
stations in 38 markets.  Sinclair's television group includes FOX,
WB, ABC, CBS, NBC, and UPN affiliates and reaches approximately
23.0% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2007,
Standard & Poor's Ratings Services assigned a 'B' rating to the
$300 million convertible senior notes due 2027 proposed by
Sinclair Broadcast Group Inc. (BB-/Negative/--).  At the same
time, S&P lowered the senior unsecured rating on company's shelf
registration to 'B' from 'B+', based on the structural
subordination of senior unsecured debt to priority obligations at
the operating company, Sinclair Television Group Inc.


SMITHFIELD FOODS: S&P Holds BB+ Rating and Removes Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit rating and other ratings on Smithfield Foods, Inc. are
affirmed and removed from CreditWatch with negative implications,
where they were placed on Aug. 10, 2006, following the
announcement that Groupe Smithfield S.L., the company's 50/50
joint venture with Oaktree Capital Management LLC, was temporarily
operating under an unsecured credit facility guaranteed by the
company.

Although this facility was subsequently replaced by standalone,
nonrecourse permanent financing, the ratings remained on
CreditWatch following Smithfield's September 2006 announcement of
its planned acquisition of Premium Standard Foods Inc. (unrated)
for $810 million, which closed in May 2007.

The outlook is negative.

About $1.6 billion of rated debt of the Smithfield, Virginia-based
company is affected.

"At the same time, Standard & Poor's assigned its preliminary 'BB'
senior unsecured debt rating and preliminary 'BB-' subordinated
debt ratings to Smithfield's Rule 415 shelf registration of debt
securities (senior debt securities and subordinated debt
securities)," said Standard & Poor's credit analyst Jayne Ross.

The ratings affirmation recognizes that Smithfield's pork
processing operations should be entering a period of improving
profitability.  However, credit metrics are extremely weak for the
rating and S&P's expectation is that the company will be focused
on improving its financial profile to be more appropriate for the
current rating over the intermediate term.  Following a series of
acquisitions and investments over the past year that has increased
debt levels by more than $600 million, there is no room in the
rating for further debt-financed acquisitions.

S&P's ratings on Smithfield Foods reflect the highly competitive,
commodity-based, cyclical nature of the swine industry; the high
fixed costs of pork processing operations; and the company's
acquisitiveness.  These factors are mitigated by the company's
position as the leading producer, processor, and marketer of fresh
and processed pork in the U.S.; its position as a leading beef
processor; an experienced management team; and a track record of
successfully integrating acquisitions.


SOURCE INTERLINK: S&P Junks Rating on $465 Million Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Source Interlink Cos. Inc.

At the same time, S&P assigned a 'BB-' rating (two notches above
the corporate credit rating), with a recovery rating of '1', to
the company's $300 million asset-based revolving credit facility
due 2013, indicating our expectation of very high (90%-100%)
recovery in the event of a payment default.

S&P also assigned a 'B+' rating (one notch above the corporate
credit rating), with a recovery rating of '2', to Source
Interlink's $880 million term loan B due 2014, indicating S&P's
expectation of substantial (70%-90%) recovery of principal in the
event of a payment default.

Standard & Poor's also assigned its 'CCC+' ratings to Source
Interlink's $465 million senior subordinated notes due 2017.

Bonita Springs, Florida-based Source Interlink, a leading
distributor of magazines, CDs, and DVDs, had pro forma total debt
of $1.39 billion on April 30, 2007.

The company will use proceeds to finance the $1.2 billion
acquisition of PRIMEDIA Inc.'s specialty magazine business at a
12x trailing EBITDA multiple and to refinance Source Interlink's
existing credit facilities.

"The ratings reflect high financial risk resulting from the
entirely debt-financed acquisition of PRIMEDIA's Enthusiast Media
division and the challenges inherent in managing fast growth,"
said Standard & Poor's credit analyst Hal F. Diamond.

However, Source Interlink has a good track record of integrating
acquisitions, having completed three major transactions in the
past two and a half years, which more than tripled its revenue
base while achieving planned synergies.  The acquisition
vertically integrates PRIMEDIA's magazine titles with Source
Interlink's magazine distribution operations.  Source Interlink's
management has no prior publishing expertise, and the annual
EBITDA to be acquired is slightly greater than the company's.  It
remains acquisition oriented and is seeking to purchase additional
publishing properties as opportunities arise.


SPRINGS WINDOWS: Term Loan Increase Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the senior
secured credit facilities of Springs Window Fashions, LLC to B1
from Ba3 following a proposed increase in the term loan B due 2012
by $75 million to $311 million.

The downgrade reflects the increase in Moody's expectation of
loss-given-default to LGD 3 from LGD 2 as a result of the higher
proportion of secured bank debt in the company's liability
structure.

Concurrently Moody's affirmed the company's B1 Corporate Family
Rating.  The outlook remains stable.

Proceeds from the $75 million add-on term loan will be used to pay
a $50 million dividend to shareholders, repay existing borrowings
under the $100 million revolving credit facility and to pay fees
and expenses relating to the transaction.  The incremental debt
will amortize ratably with the existing facility at 1% per year.
Covenants under the amended credit facility will be reset, and
include a maximum total leverage ratio of 5.0 times with step-
downs, a minimum interest coverage ratio of 2.25 times with step-
ups, and limitations on capital expenditures.

The ratings are supported by Springs Window Fashion's consistent
historical revenue and EBITDA growth which Moody's expects will
continue despite the continuing slowdown in residential
construction.  The ratings also benefit from the company's size
and market position, geographical diversity of end-users, strong
market share and the value of its brands.  The company's
competitive strengths included its breadth of products spanning
the hard window coverings niche, and long running relationships
with key customers.  The company also has a strong market position
in the profitable custom and style side segments.

The ratings are constrained by high leverage and Moody's
expectation of negative adjusted free cash flow to debt ratio for
fiscal 2007 as a result of legacy cash outflows relating to the
former textile operations of the parent, Spring's Industries, Inc.
Moody's expects that adjusted free cash flow to debt will revert
to positive single digit levels after 2007.  The ratings are
constrained by substantial client concentration, the presence of
larger competitors in the industry, and the potential for a
slowdown in renovation/remodeling activity.

Moody's took these actions:

    * Affirmed the B1 Corporate Family Rating;

    * Affirmed the B2 Probability of Default Rating;

    * Downgraded the $100 million senior secured revolver due 2010
      to B1 (LGD3, 34%) from Ba3 (LGD 2, 29%);

    * Downgraded the $311 million senior secured term loan B due
      2012 to B1 (LGD3, 34%) from Ba3 (LGD 2, 29%);

The ratings outlook is stable.

The transaction is expected to be completed in July 2007.  The
ratings are contingent upon the receipt of executed documentation
in form and substance acceptable to Moody's.

Springs Window Fashions, LLC, headquartered in Middleton,
Wisconsin, is a wholly owned subsidiary of Springs Industries,
Inc.  Springs Window Fashions is one of the leading manufacturers
and designers of a broad selection of window coverings under the
brand names of Bali, Graber and Nanik.  The company has
manufacturing facilities in Reynosa and Tijuana in Mexico for
custom products and sources more commoditized products from China.
Product lines include hard and soft window blinds, roller shades,
drapery hardware, shutters, solar shades, and window accessory
products.  Springs Window Fashions is privately held and had
revenues of about $563 million for the twelve months ended
March 31, 2007.


SS&C TECHNOLOGIES: Good Debt Leverage Cues S&P to Revise Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Windsor,
Connecticut-based SS&C Technologies Inc. to positive from
negative, due to positive operating trends and improving debt
leverage.

Ratings on the company, including the 'B' corporate credit rating,
were affirmed.

"The ratings reflect the company's high leverage, acquisitive
growth strategies, and dependence on financial services IT
spending, partially offset by its recurring revenue base and good
profitability and cash flow," said Standard & Poor's credit rating
analyst David Tsui.  SS&C Technologies provides software and
outsourcing services to the financial services industry, focusing
on portfolio management and trading systems.

SS&C is a niche player in the fragmented financial services IT
industry, serving more than 4,000 clients in a U.S.-based market
of nearly 40,000.  Still, the revenue base is diverse and
retention rates are high, providing some offset.  The company's
retention rates are greater than 90% because of frequent product
enrichment and high switching costs.  The top 10 clients generate
less than 20% of the total sales, with the largest account
representing about 4%. Recurring revenues, which include
maintenance and outsourcing revenues and represent about 80% of
the total, provide good revenue visibility.

Revenues for the quarter ended March 2007 were $56 million, up 15%
from $48 million in the same period a year ago. The company
generated about $4 million, or 50% of revenue growth, organically,
or from business and products that it owned for at least 12
months.  SS&C has maintained margins at higher levels than its
peer group, with an EBITDA margin in the mid-to-high 30% area.


STULL INDUSTRIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Stull Industries, Inc.
        1315 West Flint Street
        Lake Elsinore, CA 92530

Bankruptcy Case No.: 07-13409

Type of Business: The Debtor manufactures custom-made stock
                  grilles for trucks and vans.
                  See http://www.stullindustries.com/

Chapter 11 Petition Date: June 18, 2007

Court: Central District Of California (Riverside)

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


SUPERCLICK INC: April 30 Balance Sheet Upside-down by $2.3 Million
------------------------------------------------------------------
Superclick Inc.'s consolidated balance sheet at April 30, 2007,
showed $2,031,190 in total assets and $4,395,803 in total
liabilities, resulting in a $2,364,613 total stockholders'
deficit.

The company's consolidated balance sheet at April 30, 2007, also
showed strained liquidity with $1,808,404 in total current assets
available to pay $4,373,019 in total current liabilities.

Superclick Inc. reported net income after cumulative effect
adjustment for the second quarter of $54,001, compared to a net
loss of $480,709 for the three months ended April 30, 2006.

The cumulative effect adjustment for the three months ended
April 30, 2007, was $73,700.  During the quarter ended April 30,
2007, the company detected an error in the credit rate used to
determine the 2004 and 2005 Provincial Research and Development
(R&D) Tax Credit refund.  The error was a result of the use of the
100% Canadian owned rate versus that of a foreign owned rate,
which are higher and thus the amount of the eligible refund was
overstated.  

Superclick Inc. reported net revenues of $1,237,649 for the second
quarter ended April 30, 2007, compared to $907,809 in revenue for
the second quarter of 2006.  The increase of $329,840 in revenue,
or 36.3%, for the second quarter on a year-over-year basis, was
attributable to improving installation revenue and the
strengthening of support contracts.  In particular, the company
improved revenue performance in customer support revenues for the
second quarter on a year-over-year basis by 64.7%.

Gross profit for the second quarter ended April 30, 2007, was
$688,554, or 55.6% compared with the $431,322, or 47.5% reported
for the second quarter ended April 30, 2006.  

Selling, general and administrative (SG&A) expenses for the three
months ended April 30, 2007, and 2006, were $435,703, or 35.2% and
$492,846 or 54.3% respectively.  

Superclick ended the quarter with $650,553 in cash and $932,378 in
accounts receivable.

Sandro Natale, chief executive officer, commented that "we
continue to be pleased with the progress we are making on many
levels.  From an operational standpoint, we have substantially
streamlined our operations and are now committed to investing into
core areas that will enable us to further scale revenue on a more
profitable basis.  On the technology front, we continue to
demonstrate the depth of our SIMS platform and MAMA application
and believe that we are truly differentiated in terms of our
ability to provide customers with management transparency and
performance over their networks.  In terms of our development for
the future, we are excited about the prospects we see developing
for our Media Distribution System (MDS) application and hope to
begin announcing successes here over the quarters to come.  Our
approach of developing services and products focused on resolving
customer needs first and foremost is yielding strong results and
this will continue to be our catalyst for growth moving forward."

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?2107

                        Going Concern Doubt

As reported in the Troubled Company Reported on Feb. 6, 2007,
Bedinger & Company, in Concord, California, expressed substantial
doubt about Superclick Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Oct. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations.

                      About Superclick Inc.

Superclick Inc. (OTC BB: SPCK.OB) -- http://www.superclick.com/--
through its wholly owned, Montreal-based subsidiary Superclick
Networks Inc., develops, manufactures, markets and supports the
Superclick Internet Management System, Monitoring and Management
Application and Media Distribution System in worldwide
hospitality, conference center and event, multi-tenant unit and
university markets.  Current clients include MTU residences and
Candlewood Suites, Crowne Plaza, Fairmont Hotels, Four Points by
Sheraton, InterContinental Hotels Group PLC, Hilton, Holiday Inn,
Holiday Inn Express, Hampton Inn, Marriott, Novotel, Radisson,
Sheraton, Westin and Wyndham hotels in Canada, the Caribbean and
the United States.


TELCORDIA TECHNOLOGIES: S&P Rates Proposed $555 Million Notes at B
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and 'CCC+' subordinated rating on Piscataway, New
Jersey-based Telcordia Technologies Inc.  The outlook is negative.

In addition, a 'BB-' bank loan rating was assigned to Telcordia
Technologies' proposed $100 million, five-year senior secured
first-priority revolving credit facility.  A recovery rating of
'1' also was assigned to the loan, reflecting expectations for
very high recovery (90%-100%) principal for secured lenders in a
payment default or bankruptcy scenario.

A 'B' bank loan rating was assigned to its proposed $555 million,
five-year floating rate senior secured notes.  A recovery rating
of '3' was assigned to the loan, reflecting expectations for
meaningful recovery of(50%-70%) principal for secured lenders in a
payment default or bankruptcy scenario.

The ratings on Telcordia Technologies reflect its vulnerable
business profile, with a narrow and mature addressed market and
significant customer concentration.  The ratings also factor in
weakness in revenue, EBITDA, and liquidity, which is expected to
continue over the near term.  S&P also expects a moderate increase
in financial leverage, which is high, with limited prospects for
debt payment in the near term coming from free cash flow.  The
ratings are, on the other hand, supported by a leading position in
providing products and services for regional Bell operating
companies and global carriers.

Telcordia faces a number of challenges across several business
units.  These include a currently weaker-than-historical telecom
industry spending environment, as well as consolidation within the
RBOCs--a key client base for Telcordia.  Also, the company's focus
on growth markets has yet to achieve the scale needed for
profitability, and its core business is subject to ongoing pricing
pressures.


THERMAL NORTH: S&P Puts BB- Rating on Positive CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Thermal North America Inc. on CreditWatch with
positive implications.

The rating action follows the announcement that Veolia Energy, a
wholly owned subsidiary of France-based Veolia Environnement S.A.
(BBB+/Stable/A-2), will acquire Thermal North America for an
amount based on an enterprise value of $778 million.

The deal is expected to close in late 2007 or early 2008 following
regulatory approvals.  Thermal North America is the largest
district heating and cooling portfolio of companies in the U.S.

"The CreditWatch positive placement reflects the likelihood that
Veolia will retire Thermal North America's debt once the
transaction is complete, given Veolia's tendency to centrally
finance its acquisitions," said Standard & Poor's credit analyst
Justin Martin.

The ratings on Veolia are underpinned by its leading positions
worldwide in water utility and waste management activities and its
strong European presence in energy services.  Its experience and
balance sheet are likely to lead to improved performance for
Thermal North America's operating units.


TRIATEK INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Triatek, Inc.
        dba Triatek World Labs, Inc.
        dba Triatek International
        dba Triatek Lighting, Inc.
        c/o Ragsdale, Beals, Seigler, Patterson & Gray LLP
        229 Peachtree St., Northeast, Suite 2400
        Atlanta, GA 30303
        Tel: (404) 588-0500

Bankruptcy Case No.: 07-69507

Type of Business: The Debtor manufactures a complete line of
                  building control products that seamlessly
                  integrate with most building automation systems
                  on the market.  See http://www.triatek.com/

Chapter 11 Petition Date: June 18, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Ragsdale, Beals, Seigler, Patterson & Gray LLP
                  2400 International Tower
                  229 Peachtree Street, Northeast
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature Of Claim      Claim Amount
   ------                        ---------------      ------------
Air Precision Devices                                     $459,075
212 South Milwaukee Avenue
Suite E
Wheeling, IL 60090

Shur-Ju Hwang                    Revolving Credit         $300,000
462 Villa Drive                  Advance
Lilburn, GA 30047

National Environmental Product   Open Account              $58,036
400 Le Beau Boulevard
St. Laurent Quebec
Canada H4N1R6

Arrow                            Open Account              $39,281

United Healthcare Benefit Mall   Open Account              $33,359

Metalspun Products Co., Inc.     Open Account              $30,160

Spun Metals, Inc.                Open Account              $29,495

AFC Worldwide Express            Open Account              $27,373

Southern Spring & Stamping Inc.  Open Account              $26,470

Cheryl Laniewicz                                           $26,342

Team Air Express                 Open Account              $22,449

Richard L. Stoneburner           Open Account              $22,353

Overnite Transportation Co.      Open Account              $21,475

Konica Minolta                   Open Account              $20,358
Business Solutions

Alps                             Open Account              $14,507

Beyond Components LLC            Open Account              $13,651

Van Westrum Corp.                Open Account              $12,921

Engineered Specialty Products    Open Account              $12,833

MD Hodges Enterprises Inc.       Lease                     $11,965

Stevens Air Transport Inc.       Open Account              $11,316


TRUMP ENTERTAINMENT: CEO James Perry to Retire Effective July 1
---------------------------------------------------------------
Trump Entertainment Resorts Inc. disclosed in a press statement
that James B. Perry, the company's President, Chief Executive
Officer and a member of its Board of Directors, has notified the
Board of Directors of his retirement from those positions,
effective July 1, 2007, fulfilling his desire to return to his
family in California.

During his tenure, Mr. Perry oversaw a wide variety of physical,
technological, operational and cultural improvements across the
company designed to improve the customer experience and position
each property for improved results.

The company also disclosed that Mark Juliano, who currently holds
the position of Chief Operating Officer, will become Interim Chief
Executive Officer upon Mr. Perry's retirement.

                     Retirement Linked to Sale

The Wall Street Journal relates that Mr. Perry will retire amid
negotiations to sell the casino operator.

According to WSJ, the news comes as former gambling executive
and regulator Dennis Gomes and JEMB Realty Corp. received
exclusive negotiating rights to buy Trump Entertainment.

Trump, WSJ says, hired Merrill Lynch & Co. in mid-March to
explore strategic options for the company.  

Citing The Star-Ledger, in Newark, New Jersey, WSJ says Mr. Perry
was fired amid controversy on the narrowing the list of potential
bidders.  The newspaper was also cited by WSJ as saying that
Mr. Perry was the lone dissenter in a board vote to enter
negotiations with Mr. Gomes.

Analysts interviewed by WSJ say the departure could signal
that Trump is moving closer to announcing a formal bid.

                       About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts,
Inc., now known as Trump Entertainment Resorts Inc. (Nasdaq: TRMP)
-- http://www.trumpcasinos.com/-- through its subsidiaries, owns   
and operates four properties and manages one property under the
Trump brand name.  The company and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on Nov. 21, 2004 (Bankr. D. N.J.
Case No. 04-46898 through 04-46925).  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005.  
The Plan took effect on May 20, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2007,
Standard & Poor's Ratings Services placed its ratings for Trump
Entertainment Resorts Holdings L.P., including the 'B' corporate
credit rating, on CreditWatch with developing implications.


UAL CORP: Expects 2.75%-3.25% Rise in 2nd Qtr. Passenger Revenue
----------------------------------------------------------------
UAL Corporation, United Airlines' holding company, provided
an update related to its financial and operational outlook for the
second quarter of 2007.

                             Unit Costs

The company estimates that mainline operating cost per available
seat mile excluding fuel, severance and special items will be
flat to up 0.5% for the second quarter of 2007 from the
same period in 2006.

                           Revenue Update

Second quarter mainline passenger unit revenue is expected to
increase between 2.75% and 3.25% year-over-year.  Second quarter
consolidated PRASM is expected to increase between 2.0% and 3.0%
year-over-year.

Yields continue to be strong internationally, but under pressure
domestically as industry capacity grows and domestic industry
revenue slows.

The company estimates that cargo, mail and other revenue will be
between $420 million and $440 million for the quarter, including
UAFC sales of approximately $15 million.

                             Liquidity

The company expects to end the quarter with an unrestricted cash
and short-term investments balance of between $4.1 billion and
$4.2 billion and $0.9 billion of restricted cash.

                   Non-Operating Income / Expense

The company estimates that below-the-line non-operating expense
will be between $70 million to $80 million for the quarter.

                              Fuel

The company expects mainline jet fuel price per gallon to
average $2.10 for the quarter, including taxes and the impact
of hedges with a total estimated mainline fuel consumption of
579 million gallons.

As of June 15, 2007, the company had hedged 21 percent of
forecasted fuel consumption for the third quarter of 2007,
predominantly through heating oil three-way collars with
upside protection on a weighted average basis beginning from
$1.93 per gallon and capped at $2.13 per gallon.  Payment
obligations on a weighted average basis begin if heating
oil drops below $1.81 per gallon.

Additionally, as of the same date, the company had hedged
15% of forecasted fuel consumption for the fourth quarter
of 2007 through heating oil three-way collars with upside
protection on a weighted average basis beginning from
$2.03 per gallon and capped at $2.22 per gallon.  Payment
obligations on a weighted average basis begin if heating
oil drops below $1.85 per gallon.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United   
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The company filed for chapter 11 protection on Dec. 9,
2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Wedoff
confirmed the Debtors' Second Amended Plan on Jan. 20, 2006.  The
company emerged from bankruptcy protection on Feb. 1, 2006.  At
Dec. 31, 2006, the company's balance sheet showed total assets of
$25,369,000,000 and total liabilities of $23,221,000,000.  

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Fitch
Ratings has affirmed the Issuer Default Ratings of UAL Corp.
and its principal operating subsidiary United Airlines Inc. at B-.


VANGUARD SPORTS: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vanguard Sports, LLC
        dba April's Sports
        dba MVP
        fka April's Treasures
        10910 Southlake Court, Suite D
        Richmond, VA 23236

Bankruptcy Case No.: 07-32206

Type of Business: The Debtor retails sports products from top
                  manufacturers through Internet-based ordering.
                  See http://www.vanguardss.com/

Chapter 11 Petition Date: June 18, 2007

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: Lynn L. Tavenner, Esq.
                  Tavenner & Beran, P.L.C.
                  20 North Eighth Street, 2nd Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178

Total Assets:   $815,118

Total Debts:  $1,715,802

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
April's Treasure/Joe Nguyen                     $212,810
9010 Reigate Road
Richmond, VA 23236

New Era Cap Co.                                  $69,496
P.O. Box 054
Buffalo, NY 14240

Onfield Apparel LLC                              $28,794
21505 Network Place
Chicago, IL 60673-1215

Potomac Mills Operating Co. LLC                  $28,521

Chesapeake Mall LLC                              $25,769

Vorando Realty Trust                             $19,397

North Park Association L.P.                      $18,135

IDB Factors c/o Akademiks                        $11,690

GMAC Commercial Co #168805                        $8,619

Macerich Partnership L.P.                         $8,214

Advanta Bank Corp.                                $5,109

Southpark Mall Association                        $2,923

The Hartford                                      $1,532

Morton G. Thalhimer                               $1,515

JLG International                                 $1,334

Northern Virginia Electric                          $899

Manifest Funding                                    $655

NCI Fire and Security                               $566

Cavalier Business Communication                     $382


VERIFONE INC: S&P Revises Outlook to Stable from Negative
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based VeriFone Inc. to stable from negative,
following continued positive operating trends and the successful
integration of Lipman Electronic Engineering.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.

"The ratings reflect the company's moderate debt leverage and
acquisitive growth strategies," said Standard & Poor's credit
analyst David Tsui. These factors are offset partially by
VeriFone's leading position in the niche market for electronic
payment solutions and its diversified customer and market bases.

VeriFone designs, markets, and services system solutions that
enable secure electronic payments.  Organic revenue growth has
accelerated over the past two years as a result of management's
focus on increasing penetration of electronic payments in
international markets.  Organic revenue growth also has benefited
from the replacement of existing solutions to accommodate newer
payment application and an overall market shift from paper-based
transactions to electronic transactions at the point of sale.

Revenues for the quarter ended April 2007 were $217 million, up
from $142 million in the same quarter of 2006. Profitability
improved after the November 2006 Lipman acquisition, with EBITDA
margins in the mid-20% area, up from 20% in the fiscal year ended
October 2006.  This resulted primarily from a higher proportion of
wireless sales, which typically carries a higher margin than
landline sales and was slightly offset by a higher proportion of
revenues generated overseas, which typically carries a lower
margin than domestic revenues.  The acquisition of Lipman
Electronic Engineering appears to have been integrated smoothly
and to have solidified VeriFone's leading market position,
particularly in international markets.


VIASYSTEMS CORP: Deleveraging Prompts S&P to Upgrade Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on St. Louis, Missouri-based Viasystems Inc. to 'B+' from
'B', and its subordinated debt rating to 'B-' from 'CCC+', based
on deleveraging from the proceeds of the sale of the company's
wire harness division and stable earnings from the remaining PCB
business.  The outlook is stable.

"The ratings reflect its highly fragmented and competitive printed
circuit board manufacturing market, volatile end markets, and
modest free cash flow," said Standard & Poor's credit analyst Lucy
Patricola.  These partly are offset by the company's low-cost
manufacturing locations and its leading OEM customer base across a
number of end markets.  Viasystems manufactures PCBs, and, to a
lesser extent, is an electronics manufacturing services provider.  
Trailing 12-month sales were $723 million as of March 31, 2007.
$200 million of rated debt is outstanding.

Viasystems competes in the highly competitive PCB sector by
providing complex, multi-layered boards in low cost geographies.  
Still, the majority of Asian-based demand is for lower technology
boards.  Despite some end market diversity, 28% of its revenues
are derived from the telecommunications sector, exposing the
company to cyclicality and volatility in that industry.  The
company has invested in high technology equipment to maintain its
competitive edge as a low cost supplier of complex boards,
exceeding free cash flow in 2006.  EBITDA margins are higher than
EMS peers at about 10%, and have improved sharply from the 2005
level of about 5%.


WENDY'S INT'L: Committee Exploring Possible Sale of Company
-----------------------------------------------------------
Wendy's International Inc. disclosed Monday that the Special
Committee of its Board of Directors, which is reviewing the
company's strategic options, has decided to explore a possible
sale of the company.  

The company however did not provide a specific timetable for the
process.

"The Special Committee has determined that the exploration of a
sale is the appropriate next step in the investigation of
value-creating alternatives for our stakeholders," said James V.
Pickett, Chairman of the Board and the Special Committee.  "While
a sale remains only one of the alternatives under consideration,
we believe it merits more thorough examination."

"Our goal is to move forward expeditiously and to minimize
disruption to the company and its operations," said Mr. Pickett.  
"We want management and our operators to focus on executing
Wendy's business plan to grow sales and margins."

JP Morgan, as lead advisor, and Lehman Brothers Inc., as
co-advisor, will conduct the sale exploration process in
conjunction with the Special Committee.

The Special Committee is also evaluating a possible
securitization financing.  Such a securitization could be used
by a potential buyer or in a recapitalization of the company.
Lehman Brothers, as lead structuring advisor, and JP Morgan,
as co-structuring advisor, are leading the evaluation on
behalf of the Special Committee.

Wendy's says there is no assurance that the steps announced
will result in any changes to the company's current plans, or
that any transaction will be consummated.  A sale transaction
would require approval by the full Board of Directors and
shareholders.  In addition, the steps announced do not preclude
the possibility of the company pursuing other strategic
alternatives in the future.

The company plans to report developments regarding the
Special Committee's actions only as circumstances warrant.

                     Revised Outlook for 2007

Wendy's said it is revising its 2007 outlook for earnings before
interest taxes depreciation and amortization and earnings per
share from continuing operations.

The company's revised range for EBITDA is $295-315 million,
compared to previous guidance of $330-340 million.  The revised
range is a 33-42% increase over 2006 adjusted EBITDA from
continuing operations of $221 million.  The company's revised
range for EPS is $1.09-1.23 per share, compared to the company's
previous guidance of $1.26-1.32 issued on March 20.

The primary reasons for the revised outlook are lower-than-
planned same-store sales and higher-than-expected commodity costs.
Same-store sales were up 3.8% at U.S. company restaurants in the
2007 first quarter and are up 0.7% in the 2007 second quarter
through June 15.

The revised earnings outlook excludes expenses related to the
Board's Special Committee activities, up to $60 million in
pension settlement costs that the company noted in February
(some of these costs are expected to occur in 2007), and any
potential restructuring charges.

"Our strategy to revitalize the Wendy's(R) brand, improve our
bond with customers and generate sustainable same-stores growth
is producing positive results," said Chief Executive Officer
and President Kerrii Anderson.  "We've delivered 12 consecutive
months of positive same-store sales through May, but the last two
months have been challenging as we've aggressively adjusted
pricing
to bring Wendy's more in line with the market.  We believe our
new market-based pricing approach is the right long-term strategy
to generate more positive store operating margins, but it has
pressured transactions in the short-term.  Our employees and
operators are producing improved results, but certain external
factors have changed and are impacting results.

"Our goal is to keep everyone in the system focused on executing
our strategic plan to drive profitable sales and expanded margins
at every restaurant," Anderson said.  "Our brand strategy and new
advertising will clearly tell consumers about Wendy's superior
quality and great-tasting products.  We have been emphasizing
our "fresh, never frozen beef" in our newest ads.  At the same
time, we are focused on operational improvements across the system
and we expect to meet our store labor savings and G&A goals."  

                     Earnings Outlook and Guidance

The company said that in view of the strategic review process
now under way, it is suspending its previous earnings guidance
for 2008 and 2009.  Management does not plan to provide additional
details on its earnings guidance or to update it.

                           About Wendy's

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries    
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Standard & Poor's Ratings Services placed its ratings for Dublin,
Ohio-based Wendy's International Inc., including the 'BB+'
corporate credit rating, on CreditWatch with negative
implications.

Moody's Investors Service placed all ratings of Wendy's
International, Inc. on review for possible downgrade, including:
Corporate family rating of Ba2; Senior unsecured notes rated Ba2;
Senior unsecured shelf registration rated (P)Ba2; Subordinated
shelf registration rated (P)Ba3; and Preferred stock shelf
registration rated (P)B1.


WINSTON PRESTON: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Winston Meredith Preston
        1936 Oregon Road
        Salvisa, KY 40372-9641

Bankruptcy Case No.: 07-51145

Chapter 11 Petition Date: June 14, 2007

Court: Eastern District of Kentucky (Lexington)

Judge: Mary Kris Preston

Debtor's Counsel: Laura Day DelCotto, Esq.
                  Wise DelCotto, P.L.L.C.
                  200 North Upper Street,
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Floyd Van Cook              promissory notes          $246,631
3611 Gentry Lane
Danville, KY 40422

Farm Credit Services        farming equipment         $116,359
101 Citation Drive          loan; value of
Danville, KY 40423          security:
                            $4,500

Community Trust Bank        loan                      $150,000
462 West Main Street
Danville, KY 40422

State Bank & Trust          farming equipment         $113,333

Chase                       credit cards (3)           $64,539

P.B.K. Bank-05              2004 Silverado;            $28,193
                            value of security:
                            $16,535

Fifth Third Bank            2002 Land Rover;           $19,528
                            value of security:
                            $13,555

Home Depot                  personal guaranty          $16,172

Fifth Third Bank            car loan                    $7,807

Chase Auto Finance          car loan                    $6,321

Fidelity $ Deposit Co. of                              unknown
Maryland

St. Paul Travelers Bond     bonding company            unknown
                            and personal
                            guaranty

Zurich                      bonding company            unknown
                            and personal
                            guaranty


YAZAN'S SERVICE: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Yazan's Service Plaza, Inc.
        9240 Conant Street
        Hamtramck, MI 48212

Bankruptcy Case No.: 07-51820

Type of Business: The Debtor operates a gas station.

Chapter 11 Petition Date: June 18, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Daniel V. Smith, Esq.
                  Schafer and Weiner, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340

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

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 14 Largest Unsecured Creditors:

   Entity                      Nature Of Claim        Claim Amount
   ------                      ---------------        ------------
Peoples State Bank             9240 Conant                $452,800
1800 East 12 Mile Road         Hamtramck, MI 48212
P.O. Box 71485
Madison Heights, MI 48071

Haila & Huda M. Musleh         Business Loan              $350,000
3827 Miller Street
Hamtramck, MI 48212

Ahmed A. Musleh                Business Loan              $100,000
P.O. Box 12501
Hamtramck, MI 48212

Barrick Enterprises            Real Estate                 $80,897

Top of the Hill                Lawn Sprinklers             $13,500
Lawn Sprinkling

All American                   Equipment                    $9,300
Restaurant Supply

Constellation New Energy       Gas Bill                     $6,363

Sam's Club                     Returned Check               $3,161

DTE                            Electric Bill                $3,102

Jeff Ashton Insurance          Insurance                    $1,643

Cavalier Business Comm.        Telephone Company              $639

Bullseye Telecom Corp.         Telephone Service              $619

Republic Waste Services        Rubbish Pick-up                $261

Lorillard Tobacco Company      Lawsuit                     Unknown


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual TMA Toronto Golf Social
         Board of Trade Country Club, Woodbridge, Ontario
            Contact: 416-867-2300 or http://www.turnaround.org/


June 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Valuing Distressed and Troubled Companies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/  

June 21, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Corporate Reorganization Conference
         (2nd Annual IWIRC Woman of the Year Award)
            Chicago, Illinois
               Contact: http://www.iwirc.org/

June 21, 2007
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Career Chat: Emerging Careers in Distressed Securities
         New York, New York
            Contact: http://www.nyssa.org/

June 21-22, 2007
   BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES
      Tenth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel - Chicago
                  Contact: 800-726-2524;
                     http://renaissanceamerican.com/

June 25-26, 2007
   STRATEGIC RESEARCH INSTITUTE
      10th Annual Distressed Debt Investing Summit
         Helmsley Hotel, New York, New York
            Contact: http://www.srinstitute.com/

June 26, 2007
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding The Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

June 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

June 26-27, 2007
   AMERICAN CONFERENCE INSTITUTE
      Distressed Condo Projects: Turnaround and Workout Strategies
         Trump International Sonesta Beach Resort
            Sunny Isles, Florida
               Contact: http://www.americanconference.com/   

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: http://www2.nortoninstitutes.org/

July 5, 2007
TURNAROUND MANAGEMENT ASSOCIATION
   SummerFest
      Milwaukee's Lake Front, Milwaukee, Wisconsin
         Contact: 815-469-2935 or http://www.turnaround.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Bankruptcy Judges Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Billiards Night
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Mystic Blue Boat Cruise
         Navy Pier, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

July 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         Location TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Charity Networking Event
         Loews Hotel, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

July 23-24, 2007
   FINANCIAL RESEARCH ASSOCIATES
      Financial Restructuring 101 & 102
         The Flatotel, New York, New York
            Contact: http://www.frallc.com/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, South Carolina
            Contact: http://www.abiworld.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

July 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Social Event
         Crystal Lake Golf Club, Lakeville, Minnesota
            Contact: 612-708-0258 or http://www.turnaround.org/

July 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Golf Tournament
         Kings Deer Golf Club, Monument, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

July 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Enterprise Florida: Improving Florida's
         Business Climate and Helping Florida Companies
            Market Overseas
               Citrus Club, Orlando, Florida
                  Contact: http://www.turnaround.org/

Aug. 3, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Spa Event
         Short Hills Hilton, Livingston, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 9, 2007  
   BEARD AUDIO CONFERENCES
      Technology as a Competitive Advantage For Today's Legal
         Processes
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

Aug. 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Aug. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado Chapter Annual Brew Pub & Pool Social
         Wynkoop Brewing Company, Denver, Colorado
            Contact: 303-847-5026 or http://www.turnaround.org/

Aug. 23-26, 2007
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Drake Hotel, Chicago, Illinois
            Contact: http://www.nabt.com/

Aug. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Aug. 28, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Healthcare Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Aug. 29-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Northeast Regional Conference
         Gideon Putnam Resort and Spa, Saratoga Springs,
            New York
               Contact: http://www.turnaround.org/

Sept. 6-7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
            Las Vegas, Nevada
               Contact: http://www.abiworld.org/

Sept. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge - CTP Review Class
         Chicago, Illinois
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Buying and Selling Troubled Companies
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lean Transformation at Current and Other Case Studies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 5, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown University Law Center
            Washington, District of Columbia

Oct. 9-10, 2007
   IWIRC
      Orlando, Florida
         IWIRC Annual Fall Conference
            Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Educational Program at NCBJ
         Orlando World Marriott, Orlando, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees,Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/  

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495 or http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver
            Contact: 206-223-5495 or www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
        TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Nov. 29, 2007
   TMA Arizona Chapter Meeting
      TURNAROUND MANAGEMENT ASSOCIATION
         Contact: http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495 or http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

April 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

June 21-24, 2009
   INSOL
      8th International World Congress
         TBA
            Contact: http://www.insol.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/
  
BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues  
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis
      Plaguing Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today's Legal
      Processes
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                             *********

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, Sheena Jusay, 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 ***